SANTANDER SHARE FINANCIAL AND ECONOMIC INFORMATION FIXED-INCOME CORPORATE EVENTS GENERAL INFORMATION CORPORATE GOVERNANCE Corporate Governance Presentation By-laws Annual report on corporate governance Committees' reports Annual report on directors' remuneration Policy on Communication and Engagement with Shareholders and Investors Rules and Regulations of the Board of Directors Board of directors Board committees International advisory board Rules and Regulations for the General Shareholders' Meeting Codes of conduct Corporate Governance Presentation Corporate Governance Presentation (PDF 15 MB) By-laws This page shows the By-laws in force and the last amendments approved. By-laws in force. Last amendment registered in the Mercantile Register on 15 June 2021 (PDF 375 Kb) Annual report on corporate governance The 2020 annual corporate governance report is included in the Corporate Governance chapter of the 2020 Annual Report on page 168 of the aforementioned Report. Year 2020 Year 2019 Year 2018 (PDF 2390 Kb) Year 2017 (PDF 1565 Kb) Year 2016 (PDF 1108 Kb) Year 2015 (PDF 989 Kb) Year 2014 (PDF 1091 Kb) Year 2013 (PDF 1932 Kb) Year 2012 (PDF 619 Kb) Year 2011 (PDF 1911 Kb) Year 2010 (PDF 2923 Kb) Year 2009 (PDF 1907 Kb) Year 2008 (PDF 2470 Kb) Year 2007 (PDF 811 Kb) (Only available in Spanish) Year 2006 (PDF 960 Kb) (Only available in Spanish) Year 2005 (PDF 435 Kb) (Only available in Spanish) Year 2004 (PDF 497 Kb) Year 2003 (PDF 462 Kb) (Only available in Spanish) Committees' reports Committee reports for 2020 (the audit committee's report (which also contains the report on the auditor's independence and the report on related party transactions) nomination, remuneration (which also contains the specific report of the remuneration policy), risk supervision, regulation and compliance, responsible banking, sustainability and culture and innovation and technology committees’ reports) which are included in the Corporate Governance chapter of the 2020 Annual Report on page 212 of the aforementioned Report. 2020 Committee reports for 2020 (the audit committee's report (which also contains the report on the auditor's independence and the report on related party transactions) nomination, remuneration (which also contains the specific report of the remuneration policy), risk supervision, regulation and compliance, responsible banking, sustainability and culture and innovation and technology committees’ reports) which are included in the Corporate Governance chapter of the 2020 Annual Report on page 212 of the aforementioned Report Annual report on directors' remuneration The 2020 annual directors’ remuneration report is included in the Corporate Governance chapter of the 2020 Annual Report on sections 6 (except for 6.6), 9.4 and 9.5 (pages 241, 302 and 303) of the aforementioned Report. 2020 annual report on directors' remuneration 2019 annual report on directors' remuneration 2018 annual report on directors' remuneration (PDF 2390 Kb) 2017 annual report on directors' remuneration (PDF 750 Kb) 2016 annual report on directors' remuneration (PDF 393 Kb) 2015 annual report on directors' remuneration (item fifteenth of the agenda) (PDF 338 Kb) 2014 annual report on directors' remuneration (item fifteenth of the agenda) (PDF 352 Kb) 2013 annual report on directors' remuneration (item fifteenth of the agenda) (PDF 330 Kb) Policy on Communication and Engagement with Shareholders and Investors Policy on Communication and Engagement with Shareholders and Investors (PDF 2772 Kb) Rules and Regulations of the Board of Directors Below you can find the direct access link to the Rules and Regulations of the Board of Directors in force, as last amended by the board on 27 July 2021. Rules and Regulations of the Board of Directors (PDF 768 Kb) 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. Ana Botín Group executive chairman José Antonio Álvarez Vice chairman and chief executive officer Bruce Carnegie-Brown Vice chairman and lead independent director. Non-executive director (independent) Sergio Rial Executive director Homaira Akbari Non-executive director (independent) Álvaro Cardoso Non-executive director (independent) Sol Daurella Non-executive director (independent) Henrique de Castro Non-executive director (independent) Gina Díez Non-executive director (independent) Ramiro Mato Non-executive director (independent) Belén Romana Non-executive director (independent) R. Martín Chávez Non-executive director (independent) Pamela Walkden Non-executive director (independent) Javier Botín Non-executive director Luis Isasi Non-executive director Jaime Pérez Renovales General secretary 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 the external directors represent a broad majority over executive directors (currently 80% - 20%), and that, among these, the number of independent directors represents at least a third 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 held by directors as well as the options over these shares. Board committees Executive comittee Audit committee Nomination committee Remuneration committee Risk supervision, regulation and compliance committee Responsible banking, sustainability and culture committee Innovation and technology 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 COMPOSITION NAME POSITION Chairman Larry Summers Former Secretary of the U.S. Treasury and president emeritus of Harvard University Members Sheila C. Bair Former chairman of the Federal Deposit Insurance Corporation and former president of Washington College Mike Rhodin Board member of TomTom, HzO and Syncsort. Former IBM senior vice president Francisco D’Souza CEO of Cognizant and director of General Electric James Whitehurst Chairman and CEO of Red Hat George Kurtz CEO and co-founder of CrowdStrike Blythe Masters Former CEO of Digital Asset Holdings Nadia Schadlow Former deputy National Security Advisor for Strategy and Assistant to the President of the United States Andreas Dombret Former board member of Deutsche Bundesbank and former vice chairman of Bank of America in Europe Secretary Jaime Pérez Renovales Rules and Regulations for the General Shareholders' Meeting This page shows the text in force of the Rules and Regulations for the General Shareholders' Meeting amended by the shareholders acting at the General Shareholders' Meeting held on 26 March 2021. Rules and Regulations for the General Shareholders' Meeting (PDF 444 Kb) 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. Code of Conduct in Securities Markets Code of conduct in Securities Markets (PDF 827.1 Kb) 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 and is the central pillar of the Group’s compliance programme. General code of conduct (PDF 496.5 Kb) Canal Abierto Banco Santander has a channel for anyone related to its group to report irregular financial and accounting practices or violations of its General Code of Conduct, corporate behaviour and Internal Governance system anonymously and confidentially. Find out more Executive summary of the Santander Group's Corruption Prevention Policy This page contains information on Santander Group’s anti-corruption policy: Executive summary of the Santander Group's Corruption Prevention Policy (PDF 443 Kb) 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. Policy on conflicts of interest (PDF 247 kb) Financing of Political Parties Policy Santander is governed by principles of transparency, honesty and political neutrality in its interactions with political parties and other entities exposed to public and social causes that are also political in nature. The Financing of Political Parties Policy sets out the conduct standards and limitations that must be observed by Santander in its interactions with political parties, in line with the above principles. Financing of Political Parties Policy (PDF 723 kb) USEFUL LINKS LEGAL LINKS OF INTEREST © Banco Santander S.A. All rights reserved. Corporate Headquarters: CGS Av. Cantabria s/n 28660 Boadilla del Monte, Madrid (Spain) COOKIE CONFIGURATION For Banco Santander, it is important to adapt to your tastes and preferences. 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