Corporate governance and remuneration policy
You can see the Cecabank S.A. Articles of Association in force, below:
Governance Structure and Practices
In compliance with Rule 60ª of Bank of Spain Circular 2/2016, of 2 February, completing the adaptation of the Spanish legal system to Directive 2013/36/EU and to the (EU) Regulation no. 575/2013, Cecabank provides the following information on the corporate governance of the company.
- Cecabank organisational structure and governance practices: You can access the document relating to the 2022 financial year by clicking here.
- Description of the internal procedures employed to issue loans to members of the Board of Directors and related parties: You can view the document by clicking here.
General Shareholders' Meeting
Cecabank's General Shareholders Meetings is the highest representation and participation body of the institution's shareholders. It will be made up of shareholders who have the right to attend and others acting as representatives for the same. The General Shareholders Meeting is responsible for, among other duties set out in the Articles of Association, appointing and dismissing Board Members, approving the Annual Accounts, and appropriation of earnings.
The rules relating to responsibilities and operations are set forth in articles 17 to 27 of Cecabank's Articles of Association, and are governed by its own Regulations, approved by the General Meeting on 23 March 2021.
Notice of the call of General Shareholders' Meetings:
Board of Directors
The Board of Directors is entrusted with Cecabank's administration, management and representation. As such, this body is responsible for the company's governance and administration, as well as its representation in all matters relating to routine business operations or disputes, through the mechanisms set out in the Articles of Association.
The Board will have at least six meetings a year, called by the chairman.
Cecabank's Board of Directors is made up of a minimum of five and maximum of fifteen members, who may or may not be shareholders. The determination of the number of Directors of the Board shall fall to the General Meeting.
Regulations regarding responsibilities and duties can be found in articles 28 to 36 of the Cecabank Articles of Association, governed by its own Regulations approved by the Board of Directors on 26 May 2015.
The General Shareholders' Meeting of 29 March 2022 established the number of members of the Board of Directors at 10. The suitability of the Board Members has been approved by the Appointments Committee.
Cecabank has a Policy for the selection and assessment of the suitability of members of the Board of Directors and of the CEO or similar positions, known as the Suitability Policy, which is integrated in a set of standards and policies that form the corporate governance of the company. For more information on this subject, click here.
Furthermore, in applying the Suitability Policy, Cecabank acknowledges the value of the diversity in the composition of the Board of Directors and the importance of having Directors that are capable of contributing various points of view, perspectives, skills, experiences and professional careers, both in the debates within the Board and in its decision-making processes, which, ultimately drives the improvement of the Board's decisions. For more information on the diversity of the Board of Directors, click here.
Details including position and status of each member of the Board of Directors are shown below. You can also view a brief professional profile of each Director, clicking on their name.
|Name of the Board Member||Position||Status|
|Mr Manuel Azuaga Moreno||Chairman||Proprietary|
|Mr Javier Pano Riera||Deputy Chairman||Proprietary|
|Mr José María Méndez Álvarez-Cedrón||CEO||Executive Member|
|Mr Francisco Botas Ratera||Member||Proprietary|
|Mr Víctor Manuel Iglesias Ruiz||Member||Proprietary|
|Mr Eduardo Ruiz de Gordejuela Palacio||Member||Proprietary|
|Ms María del Mar Sarro Álvarez||Member||Independent Board Member|
|Mr Santiago Carbó Valverde||Member||Independent Board Member|
|Ms Julia Salaverría Monfort||Member||Independent Board Member|
|Ms Carmen Motellón García||Member||Independent Board Member|
|Mr Fernando Conlledo Lantero||Non-director Secretary||-|
You can access the full text of the Regulation of the Board of Directors of Cecabank from this page.
Board of Directors' Committees
In accordance with the applicable law and in accordance with the provisions of the Articles of Association, the Cecabank Board of Directors has designated the following committees:
The Audit Committee is responsible for, among other duties, informing the General Shareholders' Meeting of any matters brought forward by shareholders concerning their own remit; overseeing the effectiveness of the Company's internal monitoring systems, internal auditing, and (where applicable) risk management systems; and overseeing the process of drawing up and presenting regulatory financial information. The Audit Committee is governed by article 38 of Cecabank's Articles of Association, and its own Regulations, approved by the Board of Directors on 21 November 2017.
The Audit Committee comprises the following: – Ms Mª. del Mar Sarro Álvarez (Chairman) – Mr Santiago Carbó Valverde (Member) – Mr Francisco Botas Ratera (Member) – Ms Carmen Motellón García (Member) – Mr Víctor Manuel Iglesias Ruiz (Member) – Mr Fernando Conlledo Lantero, Secretary of the Board of Directors, is the non-member Vice Secretary of the Audit Committee.
You can access the full text of the Regulation of the Audit Committee of Cecabank from this page.
This Committee is responsible for, among other duties, selecting and recommending candidates for positions on the Board; regularly assessing the Board's structure, composition, size, and activities; regularly assessing the suitability of the Board and its members as a whole; and for regularly assessing the Board's policies with regard to selection criteria and the appointment of senior management. The Appointments Committee is governed by article 39 of Cecabank's Articles of Association, and its own Regulations, approved by the Board of Directors on 26 May 2015.
Cecabank's Appointments Committee is made up of the following members: – Ms Julia Salaverría Monfort (Chairwoman) – Mr Javier Pano Riera (Member) – Mr Santiago Carbó Valverde (Member) – Mr Eduardo Ruiz de Gordejuela Palacio (Member) – Mr Fernando Conlledo Lantero, Secretary of the Board of Directors, is the non-member Secretary of the Appointments Committee.
You can access the full text of the Regulation of the Appointments Committee of Cecebank from this page.
This Committee is responsible for, among other duties, overseeing and reporting on remunerations and incentives policies for Directors and staff across the Company, and making decisions relating to remunerations. The Remunerations Committee is governed by article 40 of Cecabank's Articles of Association, and its own Regulations, approved by the Board of Directors on 26 May 2015.
Cecabank's Remunerations Committee is made up of the following members: Mr Santiago Carbó Valverde (Chairman) – Ms Mª. del Mar Sarro Álvarez (Member) – Mr Francisco Botas Ratera (Member) – Mr Fernando Conlledo Lantero, Secretary of the Board of Directors, is the non-member Secretary of the Remuneration Committee.
You can access the full text of the Regulation of the Remuneration Committee of Cecabank from this page.
This Risk Committee pays close attention to issues relating to capital, liquidity, and risk management, all of which are vital to the development of the Company. The Committee has the following principal functions, as outlined in its operational Regulations: To advise the Board on the Company's overall risk trends and report on its strategies relating to the same; have an awareness of and regularly analyse the Company's status with regard to solvency, liquidity, and general risks (in particular to analyse internal capital adequacy assessment reports and Pillar 3 Disclosures prior to taking them to the Board); and to inform the Board of Directors of any regulatory changes relating to solvency, liquidity, and risk management which could have an impact on the Company. The Risk Committee is governed by article 41 of Cecabank's Articles of Association, and its own Regulations, approved by the Board of Directors on 26 May 2015.
Cecabank's Risk Committee is made up of the following members: Ms Carmen Motellón García (Chairwoman) – Ms Julia Salaverría Monfort (Member) – Ms Mª. del Mar Sarro Álvarez (Member) – Mr Víctor Manuel Iglesias Ruiz (Member) – Mr Eduardo Ruiz de Gordejuela Palacio (Member) – Mr Fernando Conlledo Lantero, Secretary of the Board of Directors, is the non-member Secretary of the Risk Committee.
You can access the full text of the Regulation of the Risk Committee of Cecabank from this page.
Cecabank has a Steering Committee that is responsible for deciding on matters submitted directly to it by the Board of Directors, or those matters submitted by the CEO prior to their approval by the Board of Directors, as well as approving the rules of conduct and internal regulations of the Bank which the Board of Directors is not responsible for approving.
This Committee, made up of the bank's senior executives, who are listed below, is chaired by the CEO, with the Secretary General and Secretary to the Board of Directors acting as the Committee's Secretary. Nevertheless, other employees of the bank may attend, and speak, but not vote, when so required by the chairman of the Committee.
Chairman of the Committee
Corporate Director of Association Services and Resources
Corporate Director of Planning
Corporate Director of Finance
Corporate Director of Technology Services
Corporate Director of Risks and Compliance
Corporate Director of Securities Services
Secretary General-Corporate Director of the General Secretariat and Legal and Tax Advisory Services (Secretary of the Committee)
Internal Control and Risk Management
In compliance with Rule 60ª of Bank of Spain Circular 2/2016, of 2 February, completing the adaptation of the Spanish legal system to Directive 2013/36/EU and to the (EU) Regulation no. 575/2013, Cecabank provides the following information on the internal control and risk management of the company.
- Procedures in place for the identification, measurement, management, control, and reporting of risks are set out in the Pillar III Disclosures.
To access the Pillar III Disclosures corresponding to the last financial year, click here.
- The institution's internal control mechanisms are set out in the General Control Framework. Click here to access this document.
With regard to reporting remunerations to the market, and in line with the Bank of Spain Circular 2/2016 of 2 February, which clarifies the adjustment of the Spanish legal ruling to EU Directive 2013/36 and EU Regulation no. 575/2013, Cecabank herein outlines its remunerations policies and practices relating to managers, senior management, employees performing control functions in risk, employees carrying out duties relating to control systems, and any other worker whose overall remuneration may be similar to that already mentioned.
1. Directors' Remunerations Policy
- Directors' Remuneration Policy for the 2022 to 2024 financial years, inclusive. Approved at the 2021 General Shareholders' Meeting.
- Information on the result of the vote to modify the Directors' Remuneration Policy. Approved at the 2021 General Shareholders' Meeting.
- Details of total compensation package for each of the members of the Board of Directors.
2. Cecabank staff remuneration
Codes of Conduct
Internal codes of conduct are a key instrument for regulating the ethical conduct of organisations, recognised as such by international and Spanish standards.
The Cecabank Corporate Code of Conduct is the public demonstration of the will of the company to uphold ethical behaviour at the company and in its relationships with different actors and its environment. It also intends to be an example of the corporate culture of the company and an element for reference.
The values, principles and standards covered under this Code apply to the members of the Board of Directors and to all employees and other people who provide services at Cecabank and to its group's companies. The Code shall comply at all times with the provisions of the prevailing legislation.
To view the Corporate Code of Conduct of Cecabank, S.A., please click here.
In accordance with the Revised Text of the Spanish Securities Market Act, companies that provide investment services must have an Internal Code of Conduct (RIC) including specific forecasts applicable to them with regard to market abuse prevention.
The RIC regulates the personal operations carried out by the corresponding people, measures to prevent market abuse, policies to manage conflicts of interest and the monitoring and compliance structure.
To access the Cecabank, S.A. Internal Code of Conduct in the area of the securities market, click here.
To access the Policy for managing conflicts of interest in the provision of investment services, click here.
At Cecabank we aspire to contribute value to the financial system and to, thus, contribute to the generation of well-being in society. The achievement of this goal involves a way of banking based on ethical integrity, transparency, respect for the confidentiality of information, preservation and responsible use of the company's goods and assets, respect for free competition in markets and the ethical and suitable management of possible conflicts of interest, among others.
As a financial institution, it is under the supervision of different organisations (Bank of Spain, CNMV (Spanish National Securities Market Commission), the Directorate-General for Insurance and Pension Funds, etc.) and it is subject to rigorous standards of conduct and organisation established by the regulation applicable to this type of entity.
The Criminal Compliance Policy implements the provisions of the Cecabank Corporate Code of Conduct, ratifying Cecabank's will to uphold respectful conduct both in terms of standards and these values.
To access the Policy of Criminal Compliance of Cecabank, S.A., click here.
Corporate Code of Conduct
Cecabank has an internal reporting system in place that complies with the legal requirements. An essential piece of the above-mentioned system is the Service channel of CorporateConduct.
The Corporate Code of Conduct is open to the following people:
a) all company employees.
b) self-employed workers who have obtained information on actions or omissions that may constitute corporate fraud.
c) stakeholders, Board of Directors and the Management Committee.
d) any person working for or under the supervision and management of the entity's contractors, subcontractors and suppliers.
e) whistleblowers who publicly disclose information on actions or omissions that may constitute a breach of law, obtained within the framework of an already terminated working relationship or statutory framework, volunteers, interns, paid or non-paid trainee workers, as well as those whose work relationship has not yet started, in cases where the information on professional breaches of law has been obtained during the selection or pre-contractual negotiation process.
f) the bank's customers.
The Corporate Code of Conduct is a comprehensive and unique channel that receives communications relating to the following subjects:
a) Any actions or omissions that may constitute breach of European Union law, provided that:
1.th Enter within the field of application of the acts of the European Union enumerated in the annexe of the Directive (EU) 2019/1937 of the European Parliament and of the Board, of 23 October 2019, regarding the protection of people that give information on offences of the Law of the Union, regardless of the rating that of the same carries out the internal legal system;
2.th Affect to the European Union's financial interests just as are contemplated in the article 325 of the Tried European Functioning of the Union (TFUE); o
3.th Stress the domestic market, just as is contemplated in the article 26, section 2 of the TFUE, included offences of the standards of the European Union with regard to awarded responsibility and aids for the States, as well as the offences regarding the domestic market in relation to the acts that they breach standards of the corporation tax or with work experience programs whose aim is obtain a tax advantage that distorts the object or the aim of the applicable law to the corporation tax.
b) Actions or omissions that may constitute a serious or very serious criminal or administrative infringement. In any case, all serious or very serious criminal or administrative offences that involve economic losses for the Public Treasury and for the Social Security Institute shall be understood as being included.
c) Significant events, events or situations relating to non-compliance with the Money Laundering Prevention Act and the financing of terrorism, except for reporting suspicious transactions carried out by employees.
d) Actions or omissions that may constitute administrative offences other than those indicated in the above letters.
e) Non-compliance with the Corporate Code of Conduct not covered by the circumstances provided for in the above letters.
For the presentation of communications, the bank provides Cecabank staff and third parties with five different channels:
- Online: CECABANK's online enquiry form and claims/complaints form on the CECABANK website
- Corporate intranet (employees only)
- Email: Form to scan and send by email to email@example.com.
– Postal mail: Form to be sent by post to c/Caballero de Gracia, 28-30, 4ª planta. 28013 – Madrid, for the attention of the Director of Talent, Culture and Service Generals.
- Physical mailbox: Form to deposit in the mailbox located on the first floor of c/Caballero de Gracia 28-30 (only for people with access to Cecabank's facilities).
At the request of the person reporting, the communication may also be submitted in a face-to-face meeting within seven days of the request.
All communications shall be treated as strictly confidential both with regard to the reporter and the reported, as well as with regard to their content.
Anonymous communications relating to the subjects provided for in points (a), (b) and (c) above may be submitted and processed. These communications must be submitted via the physical inbox or postal address provided above. Employees may also submit those relating to point c) through the corporate intranet.
In accordance with internal regulations, with regard to communications by persons on the aforementioned activities, senior management guarantees that there will be no reprisals, discrimination or sanctions for disclosures made in good faith or for actions aimed at preventing criminal behaviour. Consequently, the entity's senior management, in compliance with the internal regulations, assures all persons that any disclosure they make will not lead to any kind of reprisal, discrimination or sanction.
The company informs of the existence of external reporting channels with the competent authorities, such as the Independent Authority for the Protection of the Informant and, where applicable, with the institutions, bodies or bodies of the European Union.