Corporate Governance and Remuneration Policy

Articles of Association

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 view the document referring to the 2018 financial year, clicking here.

General Shareholders Meetings

Cecabank's General Shareholders Meeting 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.
Regulations regarding responsibilities and duties can be found in articles 17 to 27 of the Cecabank Articles of Association, governed by its own Regulations approved by the Board of Directors on 17 March 2015.

General Shareholders Meeting of Shareholders Notice:

Documentation on the agreements adopted by the General Shareholders Meeting with regard to remuneration:

Ordinary General Shareholders Meeting of 20 March 2018

Ordinary General Shareholders Meeting of 17 March 2015

You can access the full text of the Regulation of the Shareholders Meetings of Cecabank on this page.

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 26 March 2019 established the number of members of the Board of Directors at 12. 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 Chair Non Executive Director (proprietary)
Mr Antonio Ortega Parra Member Non Executive Director (proprietary)
Mr Francisco Javier García Lurueña Member Non Executive Director (proprietary)
Mr Jesús Ruano Mochales Member Non Executive Director (proprietary)
Mr Francisco Botas Ratera Member Non Executive Director (proprietary)
Mr Víctor Manuel Iglesias Ruiz Member Non Executive Director (proprietary)
Mr Javier Pano Riera Member Non Executive Director (proprietary)
Ms María del Mar Sarro Álvarez Member Non-executive Director (independent)
Mr Santiago Carbó Valverde Member Non-executive Director (independent)
Ms Julia Salaverría Monfort Member Non-executive Director (independent)
Ms Carmen Motellón García Member Non-executive Director (independent)
Mr José María Méndez Álvarez-Cedrón Executive Director Executive
Mr Fernando Conlledo Lantero Non-member 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 delegated commissions:

Audit Committee

The Audit Committee is responsible for, among other duties, informing the General Shareholders Meeting of Shareholders 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: – Mr Santiago Carbó Valverde (Chairman) – Ms Maria del Mar Sarro Álvarez (Member) – Mr Jesús Ruano Mochales (Member) – Mr Francisco Botas Ratera (Member) – Ms Carmen Motellón García (Member). - Mr Fernando Conlledo Lantero, Secretary of the Board of Directors is the secretary, non-member of the Audit Committee.
You can access the full text of the Regulation of the Audit Committee of Cecabank from this page.

Appointments Committee

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. Antonio Ortega Parra (Member) – Mr. Javier Pano Riera (Member) – Mr. Santiago Carbó Valverde (Member) Mr. Fernando Conlledo Lantero, Secretary of the Board of Directors who is the Secretary, not a member, of the Nominations committee.

You can access the full text of the Regulation of the Appointments Committee of Cecebank from this page.

Remunerations Committee

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: – Ms Maria del Mar Sarro Álvarez (Chairwoman) – Mr Jesús Ruano Mochales (Member) – Mr Santiago Carbó Valverde (Member). Mr Fernando Conlledo Lantero, Secretary of the Board of Directors and Secretary Non-Member of the Remunerations Committee.

You can access the full text of the Regulation of the Remuneration Committee of Cecabank from this page.

Risk Committee

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. María del Mar Sarro Álvarez (Member) – D.Víctor Manuel Iglesias Ruiz (Member) – D.Francisco Javier García Lurueña (Member). Mr Fernando Conlledo Lantero, Secretary of the Board of Directors and Secretary Non-Member of the Risk Committee.

You can access the full text of the Regulation of the Risk Committee of Cecabank from this page.

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 2018 financial year, click here. Pillar 3 Disclosures.
  • The Company's Internal control mechanisms are set out in the General Framework for Risk Management. Click here to access this document.

Remuneration

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 Spanish legal ruling to EU Directive 2013/36 and EU Regulation no. 575/2013, Cecabank outlines here its remunerations policies and practices, relating to managers, senior management, employees engaging 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

 

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 will constantly be adapted to legislation in force.
To access the Corporate Conduct Code of Cecabank, S.A., click here.

  • Corporate code of conduct – Claim form
  • Corporate code of conduct – Enquiry form
  • 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.