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51

Cecabank Report 2018

About Cecabank

In 2018 the Board analysed the

Strategic Plan’s progress, among

other matters

In 2018 the Board approved its

Member Suitability Policy

The renewal of the composition of the Board’s delegated Committees

Policy for the Selection and Suitability Assessment of the Directors and

CEO or similar members

The Board of Directors’ Action Plan

The Modification of the General Remuneration Policy

The comprehensive reports on the activities carried out during the

financial year by the Board’s delegated Committees

The Board of Directors has appointed a Secretary non-member, which is also

the General Secretary of the institution, Mr. Fernando Conlledo Lantero.

Among the main functions of the Secretary is to assist the Chairman when it

comes to guaranteeing the proper functioning of the Board of Directors and

to ensuring the actions carried out by the Board conform to the applicable

regulation and the Articles of Association.

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.

Policies for the selection and suitability assessment of

members of the Board of Directors and CEO or similar

members.

Since June 2013, Cecabank has had a policy for selecting and assessing the

suitability of the members of the Board of Directors, the CEO and similar

members, the persons in charge of internal control and other key positions, in

accordance with the provisions of

Act 10/2014 on the regulation, supervision

and solvency of credit institutions and other applicable regulation.

Due to the entry into force of the EBA-ESMA Guidelines on the assessment of

suitability of members of the management body and key function holders,

published in September 2017, the aforementioned Suitability Policy was

reviewed, and it was concluded that there was a need to begin work on a

new text for the Suitability Policy.

At its meeting of 28 November 2018, the Board of Directors agreed, as the

proposal of the Appointments Committee, to approve the Suitability Policy for

members of the Board of Directors, the CEO or similar members of Cecabank.

With the approval of the aforementioned policy, the part of the policy regarding

selecting and assessing members of the Board of Directors, the CEO and similar

members, the person in charge of internal control functions and other key

positions was rendered ineffective on 25 June 2013.

Similarly, the content of the Board of Directors Selection Policy, approved by

the Board of Directors on 24 May 2016 and of the Policy on the representation

target for the gender that is least represented on the Board of Directors,

approved by the Board of Directors on 25 November 2014, was rendered

ineffective since they were incorporated into the Suitability Policy approved

in 2018.

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