Informe_Anual_Cecabank_2016_ENG

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Period of performance of the role
Board members carry out their duties for a six-year term, after which point
they can be re-elected one or more times for periods of the same duration.
Gender diversity on our
Board of Directors
In accordance with that established in article 31.3 of Act 10/2014, of 26
June, on the organisation, supervision, and solvency of credit institutions,
the then Appointments and Remunerations Committee, in its session of 25
November 2014, approved the “Policy on the objective of representation of
the sex least represented on the Board of Directors” (“the Policy”). This Policy
contains guidelines on how to increase the number of individuals of the gen-
der that is least represented, that is, females.
The approved policy sets a short term objective that in 2015 at least fifty
per cent (50%) of the independent board members should be women. In the
medium term, the goal for the representation of women on the Board of Di-
rectors is that it should be on an upward trend, with the ultimate objective
being to reach an equal balance of men and women on the Board. To reach
this objective vacancies on the Board itself and the various Board Committees
are all taken into account. The Board of Directors acknowledged its approval
of the Policy.
In April CECA, Cecabank’s majority shareholder, supported the appointment
of a new proprietary board member. As a result of this, Cecabank’s Board
considered that, following corporate governance best practice, if a new pro-
prietary member were be added to the Board they would also need to add
an independent member in order for one third of the Board to be made up
of independent board members. This would raise the total number of board
members to 14.
In the meeting of 23 May 2016 the Committee defined the desired profile
type of the Cecabank independent board member and established that a wo-
man would be preferred in accordance with the Policy approved by the Board.
The General Shareholders Meeting of 20 December appointed a male pro-
prietary board member and a female independent board member, who joined
the Board in 2017.
DEVELOPMENT OF FEMALE BOARD
MEMBERS JOINING THE BOARD
OF DIRECTORS AND ITS COMMITEES
Board of
Directors
Appointments
Committee
Remuneration
Committee
Audit
Committee
Risk
Committee
0% 0 % 9.09%
2014 2016
25% 25% 25% 16.67 % 33.3% 25% 25%
In 2016 an evaluation
exercise was carried
out on the activity
and functioning of
the Board of Directors
and its Committees,
with the support of an
external consultant.
Cecabank 2016 Annual Report Page. 47
04 CORPORATE GOVERNANCE
4.1
4.2
4.3
4.4