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Board committees
Composition
The executive committee consists of seven directors, five of them are external directors, the majority being independent, and two are executive directors.
| POSITION | NAME | CATEGORY | APPOINTED ON |
| Chair | Ana Botín | Executive | 11/12/1989(1) |
| Members | Hector Grisi | Executive | 01/01/2023 |
| Bruce Carnegie-Brown | Independent | 12/02/2015 | |
| José Antonio Álvarez | Other external | 13/01/2015 | |
| Luis Isasi | Other external | 20/05/2020 | |
| Ramiro Mato | Independent | 28/11/2017 | |
| 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 six 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.
| POSITION | NAME | CATEGORY | APPOINTED ON |
| Chair | Pamela Walkden | Independent | 29/10/2019(1) |
| Members | Homaira Akbari | Independent | 26/06/2017 |
| Henrique de Castro | Independent | 21/10/2019 | |
| Germán de la Fuente | Independent | 21/04/2022 | |
| Ramiro Mato | Independent | 28/11/2017 | |
| Belén Romana | Independent | 22/12/2015 | |
| Secretary | Jaime Pérez Renovales | ||
| 1. Committee chair since 26 April 2020. | |||
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 four 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.
| POSITION | NAME | CATEGORY | APPOINTED ON |
| Chair | Bruce Carnegie-Brown | Independent | 12/02/2015(1) |
| Members | 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 12 February 2015. | |||
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 five external directors, being independent four 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.
| POSITION | NAME | CATEGORY | APPOINTED ON |
| Chair | Bruce Carnegie-Brown | Independent | 12/02/2015(1) |
| Members | Sol Daurella | Independent | 23/02/2015 |
| Henrique de Castro | Independent | 29/10/2019 | |
| Glenn Hutchins | Independent | 20/12/2022 | |
| Luis Isasi | Other external | 19/05/2020 | |
| Secretary | Jaime Pérez Renovales | ||
| 1. Committee chair since 12 February 2015. | |||
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 five external directors, being independent four 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.
| POSITION | NAME | CATEGORY | APPOINTED ON |
| Chair | Belén Romana | Independent | 28/10/2016(1) |
| Members |
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| Germán de la Fuente | Independent | 01/01/2023 | |
| Luis Isasi | Other external | 19/05/2020 | |
| Ramiro Mato | Independent | 28/11/2017 | |
| Pamela Walkden | Independent | 01/05/2021 | |
| Secretary | Jaime Pérez Renovales | ||
| 1. Committee chair since 1 April 2021. | |||
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.
| POSITION | NAME | CATEGORY | APPOINTED ON |
| Chair | Ramiro Mato | Independent | 01/07/2018(1) |
| Members | Homaira Akbari | Independent | 01/07/2018 |
| Sol Daurella | Independent | 01/07/2018 | |
| Gina Díez Barroso | Independent | 31/01/2023 | |
| Belén Romana | Independent | 01/07/2018 | |
| Secretary | Jaime Pérez Renovales | ||
| 1. Committee chair since 1 July 2018. | |||
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.
| POSITION | NAME | CATEGORY | APPOINTED ON |
| Chair | Ana Botín | Executive | 23/04/2007(1) |
| Members | |||
| Homaira Akbari | Independent | 27/09/2016 | |
| José Antonio Álvarez | Other external | 23/02/2015 | |
| Bruce Carnegie-Brown | Independent | 23/02/2015 | |
| Henrique de Castro | Independent | 23/07/2019 | |
| Hector Grisi | Executive | 01/01/2023 | |
| Glenn Hutchins | Independent | 20/12/2022 | |
| Belén Romana | Independent | 19/12/2017 | |
| Secretary | Jaime Pérez Renovales | ||
| 1. Committee chair since 19 April 2022. | |||
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.