Banco Santander, S.A
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SHARE REGISTRATION DOCUMENT ANNEX I OF COMMISSION REGULATION (EC) No. 809/2004 OF APRIL 29, 2004 BANCO SANTANDER, S.A. October 2008 This Share Registration Document has been registered with the Official Registries of the National Securities Market Commission on October 29, 2008 REGISTRATION DOCUMENT TABLE OF CONTENTS RISK FACTORS CHAPTER 1: RESPONSIBLE PERSONS 1.1. PERSONS WHO ASSUME RESPONSIBILITY FOR THE CONTENTS OF THE REGISTRATION DOCUMENT 1.2. STATEMENT OF RESPONSIBILITY FOR THE REGISTRATION DOCUMENT CHAPTER 2: AUDITORS 2.1. AUDITORS’ NAMES AND ADDRESSES 2.2. RESIGNATION OF AUDITORS CHAPTER 3: FINANCIAL INFORMATION 3.1. SELECTED HISTORICAL INFORMATION 3.2. SELECTED INTERIM FINANCIAL INFORMATION CHAPTER 4: RISK FACTORS CHAPTER 5: INFORMATION ON THE ISSUER 5.1. HISTORY AND DEVELOPMENT OF THE ISSUER 5.1.1. Legal and trade name 5.1.2. Registration place and number 5.1.3. Date of incorporation and duration of business activity 5.1.4. Registered office, legal personality, applicable legislation, country of incorporation, address and telephone number of its registered office 5.1.5. Significant events in the Bank’s activities 5.2. INVESTMENTS 5.2.1. Principal investments of the issuer 5.2.2. Principal ongoing investments 5.2.3. Future investments regarding which firm commitments have currently been made CHAPTER 6: COMPANY DESCRIPTION 6.1. PRINCIPAL ACTIVITIES 6.1.1. Description of the Group’s principal activities 6.1.2. Significant new products and/or services 6.2. PRINCIPAL MARKETS 6.3. EXCEPTIONAL FACTORS AFFECTING THE PRINCIPAL ACTIVITY OR MARKET 6.4. DEPENDENCE ON PATENTS, LICENSES, AND RELATED AUTHORIZATIONS 6.5. SOURCE OF STATEMENTS MADE BY THE ISSUER REGARDING ITS COMPETITIVENESS Table of Contents - i CHAPTER 7: ORGANIZATIONAL STRUCTURE 7.1. DESCRIPTION OF THE GROUP AND ISSUER’S POSITION IN THE GROUP 7.2. MOST SIGNIFICANT COMPANIES OF THE GROUP CHAPTER 8: PROPERTY, PLANT AND EQUIPMENT 8.1. TANGIBLE ASSETS 8.2. ENVIRONMENTAL ISSUES CHAPTER 9: OPERATING AND FINANCIAL REVIEW AND PROSPECTS 9.1. FINANCIAL SITUATION. 9.1.1. Results of the Consolidated Group 9.2. OPERATING PROFIT 9.2.1. Information regarding significant factors 9.2.2. Significant changes in income 9.2.3. Information regarding governmental, tax, monetary and political actions CHAPTER 10: CAPITAL 10.1. ISSUER’S CAPITAL (LONG AND SHORT TERM) 10.2. ISSUER’S CASH FLOWS 10.3. ISSUER’S FINANCING STRUCTURE 10.4. RESTRICTIONS ON THE USE OF CAPITAL 10.5. FINANCING FOR PLANNED INVESTMENTS CHAPTER 11: RESEARCH AND DEVELOPMENT, PATENTS, AND LICENSES CHAPTER 12: TREND INFORMATION 12.1. SIGNIFICANT RECENT TRENDS 12.2. KNOWN TRENDS, UNCERTAINTIES, COMPLAINTS, COMMITMENTS OR EVENTS HAVING AN IMPACT ON PROSPECTS CHAPTER 13: EARNINGS FORECASTS OR ESTIMATES 13.1. STATEMENT OF THE PRINCIPAL ASSUMPTIONS ON WHICH THE FORECAST OR ESTIMATE WAS BASED 13.2. STATEMENT REGARDING AN INDEPENDENT REPORT ON THE PROFIT FORECAST 13.3. COMPARABILITY OF THE FORECAST WITH HISTORICAL FINANCIAL INFORMATION 13.4. STATEMENT REGARDING FORECASTS PUBLISHED IN THE PROSPECTUS AND THE FORECAST PROVIDED IN THIS DOCUMENT CHAPTER 14: BOARD, MANAGEMENT, AND SUPERVISORY BODIES; SENIOR EXECUTIVES 14.1. INFORMATION ABOUT THE MEMBERS OF THE BOARD OF DIRECTORS 14.1.1. Members of the board of directors 14.1.2. Directors and other persons responsible for the management of BANCO SANTANDER, S.A. at the highest level Table of Contents - ii 14.1.3. Committees of the Board of Directors 14.1.4. Limited partners, if the company is a limited partnership with stock capital 14.1.5. Founders, if the issuer has been established for a period of fewer than five years 14.1.6. Any senior executive who is relevant in order to establish that the issuer holds the appropriate qualifications and experience for handling the issuer’s activities 14.1.7. Relevant management training and experience of the members of the board of directors and of the senior executives; nature of all familial relationships among these individuals 14.1.7.1. Training and experience 14.1.7.2. Family relationships 14.1.8. Principal activities of the current board members and senior executives outside the Bank, when these activities are significant in relation to the Bank 14.1.9. Any convictions associated with offenses involving fraud within at least the preceding five years 14.1.10. Information regarding any bankruptcy, suspension of payments, or liquidation with which the members of the Bank’s management decision-making bodies or senior management were associated within the preceding five years 14.1.11 Details of any official public accusation and/or sanctions of this person by the statutory or regulatory authorities (including the designated professional organizations), and whether this person was ever disqualified by a court because of his or her actions as a member of an issuer’s administrative, management, or supervisory bodies, or because of his or her actions involving the management of an issuer’s affairs within the preceding five years 14.2. CONFLICTS OF INTEREST AFFECTING THE BOARD, MANAGEMENT, OR SUPERVISORY BODIES 14.2.1. Conflicts of interest 14.2.2. Agreements or understandings with major shareholders, customers, suppliers, or other parties, pursuant to which any person mentioned in Chapter 14.1 was appointed as a member of the Board of Directors or of Senior Management 14.2.3. Information about any restrictions agreed upon by the persons mentioned in Chapter 14.1 regarding the disposal of their interest in the issuer’s securities during a given period CHAPTER 15: COMPENSATION AND BENEFITS 15.1. BOARD OF DIRECTORS’ COMPENSATION 15.1.1. Bylaw-mandated compensation and attendance fees 15.1.2. Salaries 15.1.3 Advances, loans granted and guarantees outstanding provided by Grupo Santander in favor of directors 15.2. POST-EMPLOYMENT BENEFITS CHAPTER 16: MANAGEMENT PRACTICES 16.1. PERIOD AND DATE OF CONCLUSION OF CURRENT TERM 16.2. INFORMATION ON THE CONTRACTS OF MEMBERS OF THE BOARD, MANAGEMENT OR SUPERVISORY BODIES WITH THE BANK OR WITH GROUP COMPANIES 16.3. AUDIT COMMITTEE AND REMUNERATION COMMITTEE Table of Contents - iii 16.3.1. Audit and Compliance Committee 16.3.2. Appointments and Remuneration Committee 16.4 CORPORATE GOVERNANCE CHAPTER 17: EMPLOYEES 17.1. NUMBER OF EMPLOYEES 17.2. STOCK AND STOCK OPTIONS 17.3. DESCRIPTION OF RESOLUTIONS FOR EMPLOYEE PARTICIPATION IN CAPITAL CHAPTER 18 MAJOR SHAREHOLDERS 18.1. SIGNIFICANT OWNERSHIP INTERESTS IN THE COMPANY’S CAPITAL 18.2. VOTING RIGHTS OF THE MAJOR SHAREHOLDERS 18.3. STATEMENT REGARDING WHETHER THE ISSUER IS UNDER CONTROL 18.4. EXISTENCE OF CONTROL AGREEMENTS CHAPTER 19: RELATED-PARTY TRANSACTIONS CHAPTER 20: FINANCIAL INFORMATION RELATED TO THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND LOSSES AND PROFITS 20.1. HISTORICAL FINANCIAL INFORMATION 20.1.1. Basis of presentation and Accounting Principles 20.1.2. Accounting policies used and explanatory notes 20.2. PRO-FORMA FINANCIAL INFORMATION 20.3. FINANCIAL STATEMENTS 20.3.1. Consolidated Balance Sheet 20.3.2. Consolidated income statements 20.3.3. Consolidated statement of changes in shareholders’ equity 20.3.4. Cash flow statements 20.4. AUDIT OF HISTORICAL ANNUAL FINANCIAL INFORMATION 20.4.1. Audit opinion on the financial information 20.4.2. Other audited information 20.4.3. Unaudited financial data 20.5. AGE OF THE MOST RECENT FINANCIAL INFORMATION 20.6. INTERIM INFORMATION AND OTHER FINANCIAL INFORMATION 20.6.1. Financial Statements as of September 30, 2008 20.6.1.1. Results as of September 30, 2008 20.6.1.2. Main items in Grupo Santander’s balance sheet 20.6.1.3. Efficiency ratio 20.6.1.4. Non-performing loans Table of Contents - iv 20.6.1.5. Computable Capital - Shareholders’ Equity 20.6.1.6. Shares and dividends 20.7. DIVIDEND POLICY 20.7.1. Dividends per share 20.8. LEGAL PROCEEDINGS AND ARBITRATION 20.9. SIGNIFICANT CHANGES IN THE BUSINESS OR FINANCIAL POSITION OF THE ISSUER CHAPTER 21: ADDITIONAL INFORMATION 21.1. SHARE CAPITAL 21.1.1. Issued capital 21.1.1.1. Par value 21.1.1.2. Classes and series of shares 21.1.2. Shares not representing capital 21.1.3. Number, book value and par amount of shares held by the issuer or its affiliates 21.1.4. Convertible and/or exchangeable debentures 21.1.5. Rights and obligations with respect to authorized and un-issued capital or regarding decisions about capital increases 21.1.6. Information regarding the share capital of any Group member subject to an option 21.1.7. Share capital history 21.2. BYLAWS AND NOTARIAL INSTRUMENT OF INCORPORATION 21.2.1. Purposes and aims of the Bank 21.2.2. Description of bylaw provisions relating to the members of the management decision-making body 21.2.3. Description of the rights, preferences and restrictions relating to each class of shares 21.2.4. Description of the procedure for changes to the rights of shareholders 21.2.5. Description of the procedure to call general shareholders’ meetings 21.2.6. Description of bylaw provisions regarding control of the Bank 21.2.7. Description of bylaw provisions regarding the ownership threshold 21.2.8. Requirements established for changes in capital CHAPTER 22: SIGNIFICANT CONTRACTS CHAPTER 23: THIRD-PARTY INFORMATION, EXPERTS’ STATEMENTS, AND STATEMENTS OF INTEREST 23.1. DATA RELATING TO THE INDEPENDENT EXPERT’S REPORT 23.2. THIRD-PARTY INFORMATION CHAPTER 24: DOCUMENTS SUBMITTED CHAPTER 25: SHAREHOLDING INFORMATION Table of Contents - v RISK FACTORS Risks relating to the Group’s operations Since the Group’s loan portfolio is concentrated in Continental Europe, the United Kingdom and Latin America, any adverse changes affecting Continental Europe, the United Kingdom, or certain Latin American economies could adversely affect the Group’s financial condition. The Group’s loan portfolio is mainly concentrated in Continental Europe (in particular, Spain), the United Kingdom, and Latin America.