Corporate Governance System
Effective corporate governance practices are essential to achieving and maintaining public confidence in the banking system. Weak corporate governance can contribute to bank failures, which can result in significant public circumstances and costs due to the potential impact on any deposit insurance system in place, and can cause markets to lose confidence in the institution and ultimately lead to a liquidity crisis. In addition, it affects their responsibilities to shareholders and management.
Corporate governance is a set of relationships between a company’s management, its board and its shareholders. Good corporate governance should provide appropriate incentives for the board and management to pursue objectives that are in the best interests of the bank and its shareholders.
Good corporate governance should:
– Have a clear organisational structure with well-defined, transparent and consistent lines of accountability.
– Have an effective process for identifying, managing, controlling and reporting the risks to which it is or could be exposed.
– Have adequate control mechanisms in place, such as sound administrative and accounting procedures.
– To have in place and promote remuneration policies and practices consistent with effective risk management.
The roles of the Board of Directors and the General Management in setting policies, implementing policies and monitoring compliance are key elements in the bank’s control functions and effective oversight of the bank’s activities and affairs.
Aresbank, S.A. has a system of corporate governance duly approved by its relevant governing bodies, which ensures the sound and prudent management of the bank, and which also includes an appropriate distribution of functions within the organisation, as well as measures to prevent conflicts of interest. This system is reproduced in the following documents:
1) Aresbank’s Regulations (Articles of Association), as last amended in September 2021 by the General Assembly.
2) Aresbank’s Regulations on the Board of Directors, as last amended in March 2023 by the Board of Directors.
3) Internal Governance Policy, as last amended in March 2023 by the Board of Directors.
4) Internal Audit Regulations, approved by the Audit Committee in December 2020 and last amended in December 2021.
5) Credit Risk Management Framework, as last amended on 27 January 2023 by the Board of Directors.
6) Remuneration and Dividend Policy as last amended in February 2020 by the Board of Directors.
7) Code of Conduct as last amended in September 2021 by the Board of Directors.
8) Procedure for the Suitability Assessment of the Members of the Management Bodies and Key Function Holders as last amended in September 2022 by the Board of Directors.
9) Customer Ombudsman Regulations approved by the Board of Directors on 22 February 2022.
Assessment of the effectiveness of the Bank’s Corporate Governance System
Aresbank’s Board of Directors proceeds to assess the quality and effectiveness of the company’s corporate governance system, its own development and the development of its Committees, as well as the exercise of the duties of the Bank’s Chairman, Directors and General Management.
There is evidence that good governance practices and the control system as a whole have been usefully strengthened.
In compliance with the provisions of Law 10/2014 of 26 June on the Regulation, Supervision and Solvency of Credit Institutions, several measures have been implemented by the company’s senior management, among which we can highlight the establishment of a joint Appointments and Remuneration Committee, the approval of a Bank Salary Policy or the adaptation of the bank’s internal operating rules, such as the Board Regulations and Rules, to the law.
Thus, we can say that we have adopted the principles of good governance in our management model, and that we are articulated to create value for the company.
Furthermore, the objective of the new measures on the adaptation of the bank’s regulations to the Spanish Companies Act was to further strengthen the corporate governance of the company.