KEY POSITIONS IN BANK RISK PROFILE

 

-    Board of Directors                (7 Directors)

-    General Management           (General Manager and Deputy General Manager)

-    Manager of Commercial Department

-    Manager of Operations Department

-    Manager of Legal Department

-    Manager of Internal Audit Department

-    Manager of the Department of Global Risk Control (CRO)

-    Manager of Accounting Department

-    Manager of Information Technology Department

-    Manager of Administration and Human Resources Department

-    Manager of Anti-Money Laundering and Terrorism Financing, Data Protection, and Client Services Department

 

   KEY POSITIONS SUITABILITY ASSESSMENT PROCEDURES 

 

1. When the Nominations and Remuneration Committee becomes aware of the candidacy of the individual for a key position subject of this procedure, the Secretary of the Committee will send a communication to the candidate explaining and requesting the information to be provided and completed.

2. Once received all required documentation, the Committee shall meet with the candidate in person. In case there is no possibility to meet the candidate in person, the candidate information will be circulated by electronic mail or any other means, which allows for keeping a documentary trial. The committee usually analyzes the following information:

              a.    Requirements for honorable business and professional conduct.

The intention is to analyze the professional career of the candidate, positions held and relationships with regulatory and supervisory authorities if such exist. This will be performed through completing a questionnaire honorable and good management questionnaire made for this purpose, delivered prior to the candidate, along with providing any other information requested.

In case the candidate to the position of Director, the proposing Shareholder will present the candidate to the Board of Directors with an introduction letter supporting the suitability of the candidate.

b.    Knowledge and experience requirements.

A detailed review of the candidate curriculum vitae will be performed requesting to the candidate the career record which includes a criminal certificate, in order to check that has no cause or prohibitions and that must be fulfilled in order to check the adequacy of the education received by the candidate for complying with the requirements set by the entity for the said position. In the event of any doubts about any of the credentials submitted, a confirmation will be requested from the institution where the studies were conducted.

A whole examination of the candidate's professional history will be performed to verify the candidate’s suitability for the said position and that the candidate’s professional skills are adaptable to those required for the position. In the case of positions related to internal control or when the evaluation Committee deems it appropriate, the candidate’s professional references would be checked.  The verification of the professional references will always be made with the knowledge of the candidate.

c.     Evaluation of potential conflict of interest

For the evaluation of possible conflict of interest, the candidate is required to sign a document that certifies no conflict of interest where he/she declares the non-existence of a conflict of interest and it will be confirmed in the interview with the candidate.

3. If the Committee deems necessary, and once all the documentations are evaluated, an interview may be required with the candidate.

4. The minimum quorum for holding a Committee formal meeting shall be two members.

5.  All decisions are taken by a simple majority vote, and more than half of the Committee’s member present vote in favor.

6.  The decisions adopted by the Committee will be recorded in the Minutes of the meetings and will be kept, along with any other information, in the file of the Committee, under the custody of the Committee’s Secretary.

7.   After the evaluation of the candidate’s suitability is completed, the Committee shall draft its conclusions in a report which will be submitted to the Board of Directors.

7.1. In the case of Board Member and General Management or similar:

7.1.1  In the case that the Committee’s conclusions were in favour of the candidate suitability:

(a)  In case of Board members:

The Board of Directors will propose to the General Assembly the appointment of the candidate. Once approved by the General Assembly the candidate will accept the position declaring as no incompatibilities cause. Upon that the Secretary of the Committee will start the process to seek the approval of Bank of Spain for the candidate by completing and submitting the required application along with all the supporting documents.  Once a positive response from Bank of Spain is received, the process for registration of the candidate in the Commercial Register will be initiated.

(b) In case of the General Management or equivalent:

The Board itself will appoint the candidate after receiving the candidate’s acceptance. 

7.1.2  In case that the Committee’s conclusions were not in favour of the candidate’s suitability,

(a)  In case of Board members:

The Board of Directors will forward the Committee’s evaluation report to the General Assembly.

(b)  In case of the General Management or equivalent:

The Board of Directors will decide on the search process of a new candidate.

7.2.  In case of key position holders:

7.2.1. In the case that the Committee’s conclusions were in favour of the candidate suitability, the Secretary of the Committee will forward the candidate evaluation report to the Board of Directors. Following, the Board of Directors will officially appoint the candidate to the position after receiving the candidate’s acceptance.

 7.2.2.  In the case that the Committee’s conclusions were not in favour of the candidate’s suitability, the Board of Directors will forward the Committee’s evaluation report to the General Management