Corporate governance 1 Overview of corporate governance in 2018 108 6 Remuneration 172 Redesigned corporate governance report 108 6.1 Principles of the remuneration policy 172 1.1 Refreshing the board 108 6.2 R emuneration of directors for the performance of supervisory and collective 1.2 Ne w responsible banking, sustainability decision-making duties: policy applied and culture committee 109 in 2018 173 1.3 Achieving our 2018 priorities 109 6.3 R emuneration of directors for the performance of executive duties 175 1.4 C ontinued improvement in corporate governance 110 6.4 Dir ectors remuneration policy for 2019, 1.5 Priorities for 2019 111 2020 and 2021 that is submitted to a binding vote of the shareholders 186 2 Ownership structure 112 6.5 Pr eparatory work and decision-making 2.1 Share capital 112 process with a description of the 2.2 Authority to increase capital 112 participation of the remuneration committee 192 2.3 Signifcant shareholders 113 6.6 R emuneration of non-director members of senior management 193 2.4 Shareholders’ agreements 114 6.7 Prudentiall y signifcant disclosures document 194 2.5 Treasury shares 114 7 Group structure and internal governance 196 2.6 St ock market information 115 7.1 Corporate Centre 196 3 Shareholders. Engagement and shareholders meeting 116 7.2 Internal governance of the Group 196 3.1 Shareholder engagement 116 8 Internal control over fnancial reporting (ICFR) 198 3.2 Shareholder rights 117 8.1 Control environment 198 3.3 Dividend policy 119 8.2 Risk assessment in fnancial reporting 200 3.4 2018 AGM 120 8.3 Control activities 201 3.5 Our coming 2019 AGM 122 8.4 Information and communication 202 4 Board of directors 124 8.5 Monitoring 204 4.1 Our directors 126 8.6 External auditor report 205 4.2 Board composition 132 9 Other corporate governance information 208 4.3 Board functioning and efectiveness 140 9.1 R econciliation to CNMV’s corporate governance report model 208 4.4 Audit committee activities in 2018 151 9.2 St atistical information on corporate 4.5 Appointments committee activities in 2018 156 governance required by CNMV 211 4.6 Remuneration committee activities in 2018 159 9.3 Cr oss-reference table for comply or explain in corporate governance recommendations 230 4.7 Risk supervision, regulation and compliance committee activities in 2018 162 9.4 R econciliation to CNMV’s remuneration report model 231 4.8 R elated-party transactions and conficts of interest 167 9.5 St atistical information on remuneration required by CNMV 232 5 Management team 169 9.6 Other information of interest 239 106 2018 Annual Report Responsible Corporate Economic Risk banking governance and financial review management 107 1. Overview of corporate governance in 2018 Redesigned corporate governance report 'Directors remuneration policy for 2019, 2020 and 2021 that is On 12 June 2018, the Spanish National Securities Market submitted to a binding vote of the shareholders' at our 2019 Commission (CNMV) approved new formats for the annual AGM). These were published previously separately but there corporate governance and remuneration reports required for was signifcant overlap with the corporate governance report. listed Spanish companies and, more importantly, allowed companies to draft their reports in a free format. • Therefore, we now publish in a single document the content that was previously included in at least fve documents This welcome regulatory fexibility, together with the fresh covering the same subject matter. look that we have given to this 2018 consolidated directors' report (see introduction to this report on page 2) has led It is important to point out that the new format does not imply to a new approach being adopted for the 2018 corporate a reduction in the information we provide. It simply presents it governance report which now consists in this chapter in the in a more rational and organised manner. To achieve this, the consolidated directors' report. 2018 corporate governance report does not fully diverge from its previous format: Key to understanding the changes: • Section 9.1 'Reconciliation to CNMV’s corporate governance • In this 2018 corporate governance report, we have opted to report model' and section 9.4 'Reconciliation to CNMV’s follow a free format. remuneration report model' include cross references to where information can be found in this chapter or • This has allowed us in this 2018 corporate governance report elsewhere in this annual report for each section of the to merge (1) the summary content that we typically included corporate governance and remuneration reports in CNMV's in the annual report and (2) the legally required content for prescribed format. the corporate governance report proper. • Moreover, we have traditionally flled in the 'comply or • With the purpose of providing a holistic view of our corporate explain' section for all recommendations in the Spanish governance practices in one single document, we have also Corporate Governance Code for Listed Companies to establish included in this 2018 report the content that was previously where we comply and also the few instances where we do set out in the reports on the activities of our board of directors’ not comply or we comply partially. Therefore, have included committees (see sections 4.4 to 4.7). in section 9.3 'Cross-reference table for comply or explain in corporate governance recommendations' a chart with cross- • This year’s report also includes (1) the annual report on references showing where the information supporting each directors’ remuneration that we are required to prepare response can be found in this 2018 corporate governance and submit to a non-binding vote at our annual general chapter or elsewhere in this consolidated directors´report. shareholders’ meeting (AGM), (see section 6 'Remuneration') and, (2) our directors’ remuneration policy, (see section 6.4 1.1 Refreshing the board Mr Álvaro Cardoso de Souza strengthens the international Continued board composition improvement diversity of the board and brings to it his strong industry Throughout 2018, we continued to refresh and strengthen our experience, which also reinforces the overall risk management board, refecting our strong commitment to ensuring balance and and accounting skills within the board. This experience was diversity. The main board changes were as follows: acquired in an international environment considered strategic for our Group, as he has held diferent executive positions at Citibank Mr Álvaro Cardoso de Souza was appointed as an independent and several listed companies in Brazil. director at our 2018 AGM. He flled the vacancy left by executive director Mr Matías Rodríguez Inciarte. • Mr Henrique de Castro has been proposed by the board of directors for election at our 2019 AGM as new independent director to fll the vacancy left by Mr Juan Miguel Villar Mir on 1 January 2019. 108 2018 Annual Report Responsible Corporate Economic Risk banking governance and financial review management Overview of corporate governance in 2018 Mr Henrique de Castro brings to the board his sound experience chairman, left the committee on 1 January 2019, following a in the technological and digital industry along with signifcant suitable transition period. Mr Guillermo de la Dehesa left the experience in the US market, which he has acquired through top committee on 1 July 2018. positions held in companies such as Yahoo! Inc. and Google, Inc. • Innovation and technology committee: Mr Rodrigo Echenique • Mr José Antonio Álvarez, who continues as our Chief Executive Gordillo and Ms Esther Giménez-Salinas i Colomer left the Ofcer (CEO), has been appointed executive vice chairman of the committee on 1 July 2018. board on 15 January 2019. Mr Guillermo de la Dehesa, in turn, continues as director but ceased to be vice chairman on that date. • The new responsible banking, sustainability and culture committee was established, appointing Mr Ramiro Mato García- Stepping down Ansorena as chairman and Ms Ana Botín-Sanz de Sautuola y Changes from role Taking up role O’Shea, Ms Belén Romana García, Ms Homaira Akbari, Ms Sol Increase in independent Mr Matías Mr Álvaro Cardoso Daurella Comadrán, Ms Esther Giménez-Salinas i Colomer and directors Rodríguez Inciarte de Souza Mr Ignacio Benjumea Cabeza de Vaca as members. On 24 July Refreshment of Mr Juan Miguel Mr Henrique 2018 Mr Álvaro Cardoso de Souza was appointed also member independent directors Villar Mir de Castro of this committee. Refreshment of Mr Guillermo Mr José Antonio vice chairman de la Dehesa Álvarez 1.2 New responsible banking, sustainability and culture committee Board committees Our board has also made changes to the composition of its Our board has created a responsible banking, sustainability and committees, in order to continue strengthening their performance culture committee to help the Group progress towards its goal of and support to the board in their respective areas, according to the being a more responsible Bank. best international practices and internal rules and regulations. The committee’s purpose is to assist our board in pursuing and The changes efected are: reviewing the corporate culture and values and to advise on its relations with the various stakeholders, especially employees, • Executive committee: Ms Belén Romana became a member customers and communities in which our Group carries out of the committee on 1 July 2018, increasing the number of its activities. independent directors in the committee. The committee will also supervise the way in which the Group • Appointments committee: Mr Ignacio Benjumea left the manages business responsibly and how we are helping people and committee on 1 July 2018, diferentiating the composition of the businesses prosper. appointments committee from the remuneration committee, in line with best practices. For further information see 'Responsible banking, sustainability and culture committee' in section 4.3 of this chapter and the • Risk supervision, regulation and compliance committee: 'Responsible banking' chapter.