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Information for shareholders and investors
Corporate governance and remuneration policy

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Corporate Governance Presentation

Annual report on corporate governance

The 2023 annual corporate governance report is included in the Corporate Governance chapter of the 2023 Annual Report (page 177).

Committees' reports

The committees' 2023 activities reports include: (i) the audit committee report (including reports on the auditor's independence and on related-party transactions); (ii) the nomination committee report; (iii) the remuneration committee report (including a special report on the director remuneration policy); (iv) the risk supervision, regulation and compliance committee report; (v) the responsible banking, sustainability and culture committee report; and (vi) the innovation and technology committee report. All of these reports can be found in the Corporate Governance chapter of the 2023 Annual Report, pages 223 et seq.

Annual report on directors' remuneration

The 2023 annual directors’ remuneration report is included in the Corporate Governance chapter of the 2023 Annual Report on sections 6 (except for 6.6), 9.4 and 9.5 (p.252).

Policy on Communication and Engagement with Shareholders and Investors

Rules and Regulations of the Board of Directors

Below you can find the direct access link to the Rules and Regulation of the Board of Directors in force, as last amended by the board on 25 July 2023. 

Board of directors

The composition of the board of directors is shown below. If you would like to know the professional profile of the directors, please click on each of them.

Group Executive Chair

Chief Executive Officer

Vice Chair and Lead Independent Director

Vice Chair

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director

General Counsel and secretary of the board

Please refer to the following table to consult the composition of the board, indicating the dates of the first appointment and subsequent re-election of directors, as well as the composition of the board committees.

The board of directors aims to ensure that non-executive directors represent a broad majority over executive directors (currently 86.67% - 13.33%) and that the number of independent directors represent at least half of all directors (currently 66.67%).

Likewise, the board of directors shall ensure that the procedures for selection of members guarantee the individual and collective expertise of directors, encourage diversity in terms of gender, age, geographical origin, experience and knowledge, and do not carry any implicit bias that could lead to any form of discrimination on grounds such as disability, race or ethnic origin. The board currently has a balanced presence of both genders (40% - 60%).

The Annual Corporate Governance Report provides more detailed information on the skills and competences of each director, the board skills and diversity matrix, as well as its commissions.

Following this link you may consult the Bank’s shares and options over these shares held by directors, as well as the shares represented.

Board committees

Composition

The executive committee consists of five directors, including three external directors (one of whom is independent) and two executive directors.

Executive comittee
POSITION NAME CATEGORY APPOINTED ON
Chair Ana Botín Executive 11/12/1989 (1)
Members Hector Grisi Executive 01/01/2023
José Antonio Álvarez Other external  13/01/2015
Luis Isasi Other external 20/05/2020
Belén Romana Independent 01/07/2018
Secretary Jaime Pérez Renovales

1. Committee Chair since 10 September 2014.

Functions

The executive committee is regulated in article 51 of the Bylaws and in article 16 of the Rules and Regulations of the Board of Directors. It has delegated all the powers of the board of directors, except those which may not be legally delegated or the ones that cannot be delegated under the provisions of the Bylaws or the Rules and Regulations of the Board.

Composition

The audit committee consists of five independent directors. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas of finance, accounting, auditing, internal control, information technology, business or risk management.

Audit committee
POSITION NAME CATEGORY APPOINTED ON
Chair Germán de la Fuente Independent 21/04/2022 (1)
Members Homaira Akbari Independent 26/06/2017
Henrique de Castro Independent 21/10/2019
Belén Romana Independent 22/12/2015
Pamela Walkden Independent 29/10/2019
Secretary Jaime Pérez Renovales

1. Committee Chair since 23 March 2024.

Functions

The functions of the audit committee are described in article 52 of the Bylaws and are developed in greater detail in article 17 of the Rules and Regulations of the Board of Directors.

Composition

The nomination committee consists of five independent directors. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Nomination committee
POSITION NAME CATEGORY APPOINTED ON
Chair Belén Romana Independent 01/01/2024 (1)
Members Carlos Barrabés Independent 27/06/2024
Sol Daurella Independent 23/02/2015
Gina Díez Barroso Independent 22/12/2021
Glenn Hutchins Independent 20/12/2022
Secretary Jaime Pérez Renovales

1. Committee Chair since 23 March 2024.

Functions

The functions of the nomination committee are described in article 53 of the Bylaws and are developed in greater detail in article 18 of the Rules and Regulations of the Board of Directors.

Composition

The remuneration committee consists of four external directors, three of whom are independent, including its chair. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Remuneration committee
POSITION NAME CATEGORY APPOINTED ON
Chair Glenn Hutchins Independent 20/12/2022 (1)
Members Sol Daurella Independent 23/02/2015
Henrique de Castro Independent 29/10/2019
Luis Isasi Other external 19/05/2020
Secretary Jaime Pérez Renovales

1. Committee Chair since 1 October 2023.

Functions

The functions of the remuneration committee are described in article 54 of the Bylaws and are developed in greater detail in article 19 of the Rules and Regulations of the Board of Directors.

Composition

The risk supervision, regulation and compliance committee consists of four external directors, being independent three of its members, including its chair. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Risk supervision, regulation and compliance committee
POSITION NAME CATEGORY APPOINTED ON
Chair Pamela Walkden Independent 01/05/2021 (1)
Members Germán de la Fuente Independent 01/01/2023
Luis Isasi Other external 19/05/2020
Belén Romana Independent 28/10/2016
Secretary Jaime Pérez Renovales

1. Committee Chair since 23 March 2024.

Functions

The functions of the risk supervision, regulation and compliance committee are described in article 54 bis of the Bylaws and are developed in greater detail in article 20 of the Rules and Regulations of the Board of Directors.

Composition

The responsible banking, sustainability and culture committee consists of five independent directors. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas for which the committee is responsible.

Responsible banking, sustainability and culture committee
POSITION NAME CATEGORY APPOINTED ON
Chair Sol Daurella Independent 01/07/2018 (1)
Members Homaira Akbari Independent 01/07/2018
Carlos Barrabés Independent 27/06/2024
Gina Díez Barroso Independent 31/01/2023
Pamela Walkden Independent 23/03/2024
Secretary Jaime Pérez Renovales

1. Committee Chair since 23 July 2024.

Functions

The functions of the responsible banking, sustainability and culture committee are described in article 54 ter of the Bylaws and the characteristics in greater detail in article 21 of the Rules and Regulations of the Board of Directors.

Composition

The innovation and technology committee consists of eight directors, six of them are external directors, the majority being independent, and two are executive. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas for which the committee is responsible.

Innovation and technology committee
POSITION NAME CATEGORY APPOINTED ON
Chair Glenn Hutchins Independent 20/12/2022 (1)
Members Homaira Akbari Independent 27/09/2016
José Antonio Álvarez Other external 23/02/2015
Carlos Barrabés Independent 27/06/2024
Ana Botín Executive 23/04/2007
Henrique de Castro Independent 23/07/2019
Hector Grisi Executive 01/01/2023
Belén Romana Independent 19/12/2017
Secretary Jaime Pérez Renovales

1. Committee Chair since 23 March 2024.

Functions

The functions of the innovation and technology committee are described in detail in article 22 of the Rules and Regulations of the Board of Directors.

International advisory board

The purpose of Santander’s international advisory board is to provide strategic advice to the Group, with a strong focus on innovation, digital transformation, cybersecurity and new technologies. It will also deliver its insights regarding a broad variety of issues, such as capital market trends; corporate governance and talent; brand and reputation; regulatory matters and compliance; and global, customer-focused financial services. In this way, the Group benefits and receives structured and recurrent insights from international leaders who, due to other professional commitments, are not able to provide such support as members of the board. The international advisory board is expected to meet at least twice a year.

International advisory board composition

POSITION NAME BACKGROUND
Chair Larry Summers Former Secretary of the US Treasury and President Emeritus and Charles W. Eliot University Professor of Harvard University
Members Sheila C. Bair Former Chair of the Federal Deposit Insurance Corporation and former President of Washington College
Mike Rhodin Supervisory board member of TomTom and director of HzO. Former IBM Watson Senior Vice President
Francisco D’Souza Managing Partner and co-founder at Recognize
James Whitehurst Senior Advisor at IBM and former CEO of Red Hat
George Kurtz CEO and co-founder of CrowdStrike. Former Chief Technology Officer of McAfee
Nadia Schadlow Former Deputy National Security Advisor for Strategy and former Assistant to the President of the United States
Andreas Dombret Former board member of Deutsche Bundesbank, of Supervisory Board of the ECB and of Bank International Settlements and former Vice Chair of Bank of America in Europe
Carolyn Everson Director at The Coca-Cola Company and The Walt Disney Company. Former chair of Instacart and former vice-president of Global Business Group at Facebook (Meta)
Juan Ignacio Gallardo Thurlow Chair of Organización Cultiba, Grupo Azucarero México and Grupo GEPP (PepsiCo bottling company in Mexico)
Secretary Jaime Pérez Renovales

Rules and Regulations for the General Shareholders' Meeting

You can access the Rules of Regulations for the General Meeting through the following link. Last amendment approved at the General Shareholders’ Meeting held on 1 April 2022.

Codes of conduct

The guiding principle of Santander Group’s activity is the defence of its integrity and reputation, complying strictly with legislation and regulations and with the ethical standards applicable in the markets in which it operates.

Putting this commitment into practice requires the implementation of a strong corporate culture at all levels of the organisation, together with the establishment and continual updating of a whole set of policies, procedures, codes of conduct and internal controls.


General Code of Conduct

The General Code of Conduct contains the ethical principles and standards of conduct that govern the behaviour of all Banco Santander employees.


Canal Abierto

Banco Santander has an internal information system (named, Canal Abierto) for anyone related to its group to report breaches of legal or internal regulations, irregular financial and accounting practices or violations of its General Code of Conduct, corporate behaviours and Internal Governance system confidentially and anonymously -if they wish to do so-, with absence of reprisals, among other guarantees and rights of the reporter that are included in the internal regulations that regulate this channel.


Executive summary of the Santander Group's Corruption Prevention Policy

This page contains information on Santander Group’s anti-corruption policy:


Policy on conflicts of interest

This policy aims to provide Santander Group employees, directors and entities with guidelines for preventing and managing conflicts of interest that may arise as a result of their activities.


Code of Conduct in Securities Markets

Code of Conduct for Research Activity

The Code of Conduct for Research Activity defines the criteria for the preparation and publication of Research Products by Banco Santander and the behavior of Research Analysts in the exercise of their professional activity.