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P.

12

2018 Pillar 3 Disclosures

Risk Management

This information includes a control panel that integrates the main evolutionary indicators

relating to risks and capital, and monitors the operating results and the annual budget.

Furthermore, the Board and its supporting committees have unrestricted access to the personnel

involved in the risk, planning, audit, control and regulatory compliance functions.

Policies for selecting board members and

diversity of the Board of Directors

In accordance with applicable regulations, the bank has a policy for selecting directors, which

considers different diversity criteria and, in particular, a representation target has been

established for the least represented sex on the Board of Directors.

Policy for selecting board members and diversity

of the Board of Directors

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 person in charge of

internal control functions and other key positions.

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.

The bank has established a gender diversity target that at least 50% of the Cecabank Board of

Directors should be represented by female Independent Directors. This percentage is calculated

by rounding up to the nearest whole number in the event that the number of Independent

Directors is uneven.

Furthermore, the representation of women on the Board of Directors will be subject to an

upward trend, with the ultimate objective being to reach an equal balance of men and women

on the Board. In order to reach this objective, it must be taken in account whenever vacancies

arise on the Board and its different Committees.

2.2.2

2.2.2.1

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