Santander Annual General Meeting 2020...Proposal of resolutions and ... 6 2020Santander Annual...

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Santander Annual General Meeting 2020

Transcript of Santander Annual General Meeting 2020...Proposal of resolutions and ... 6 2020Santander Annual...

Page 1: Santander Annual General Meeting 2020...Proposal of resolutions and ... 6 2020Santander Annual General Meeting 2020Santander Annual General Meeting Responsible banking commitments

2020 Santander Annual General Meeting

Santander Annual General Meeting

2020

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2020 Santander Annual General Meeting 2020 Santander Annual General Meeting2

Meeting Details

Location Webcast

In accordance with Spanish Companies Law and Santander’s By-laws and regulations for general shareholders’ meetings, the Annual General Meeting will be held where the Bank’s registered o�ce is located, which is Santander, Spain.

Alzheimer’s Society is a registered Charity No. 296645.

Santander’s success is based on a clear purpose, aim and approach to business

When you vote you can choose to support our UK charity partner, Alzheimer’s Society. The partnership is part of our broader commitment to be a responsible and sustainable bank. Alzheimer’s Society is the UK’s leading dementia charity who campaign for change, fund research to find a cure and support people living with dementia today.

Vote and help improve the lives of people a�ected by dementia

Our ambition in the UK is to become the best dementia-friendly bank so that people with dementia continue to lead independent lives for as long as possible.

We understand that the decisions we take as a bank impact on society, on the UK economy, and on our environment. Our sustainability strategy is focused on tackling issues where, as a bank, we feel we can make the biggest impact to drive progress not just for our customers, shareholders and employees but for our business and our communities too. Dementia is one of these issues.

Our Purpose Our HowOur Aim as a BankTo help people and businesses

prosper

To be the best open financialservices platform, by actingresponsibly and earning thelasting loyalty of our people,customers, shareholders and

communities

Everything we do should be Simple,

Personal and Fair

Date and time

3 April 2020, 9:30 am Central European

Summer Time(which will be

8:30 am UK time)

Palacio de Exposiciones y Congresos,

Avenida del Racing s/n,Santander, Spain

Watch a live webcast of the 2020 Annual

General Meeting (with simultaneous

translation in English) on 3 April at

www.santander.com

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Webcast

In accordance with Spanish Companies Law and Santander’s By-laws and regulations for general shareholders’ meetings, the Annual General Meeting will be held where the Bank’s registered o� ce is located, which is Santander, Spain.

Alzheimer’s Society is a registered Charity No. 296645.

Santander’s success is based on a clear purpose, aim and approach to business

When you vote you can choose to support our UK charity partner, Alzheimer’s Society. The partnership is part of our broader commitment to be a responsible and sustainable bank. Alzheimer’s Society is the UK’s leading dementia charity who campaign for change, fund research to fi nd a cure and support people living with dementia today.

Vote and help improve the lives of people a� ected by dementia

30p

15p

Our ambition in the UK is to become the best dementia-friendly bank so that people with dementia continue to lead independent lives for as long as possible.

We understand that the decisions we take as a bank impact on society, on the UK economy, and on our environment. Our sustainability strategy is focused on tackling issues where, as a bank, we feel we can make the biggest impact to drive progress not just for our customers, shareholders and employees but for our business and our communities too. Dementia is one of these issues.

For your vote to be counted towards Santander’s maximum donation amount of £20,000, just give your consent when voting.

for each vote received by 20 March.

Santander has pledged to make a donation of:

for each vote received after 20 March and before 12 noon on 30 March.

Our HowEverything we

do should be Simple, Personal and Fair

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Your vote matters

Supporting documents for the Annual General Meeting

2019 Annual Report

Curriculum Vitae of the Directors

Read the documents included in this mailing

Give your voting instructions

Voting deadline

Proposal of resolutions and directors’ reports

As you hold your entitlement to Santander shares as CREST Depository Interests (CDIs), arrangements have been made to enable you to give voting instructions in advance of the Annual General Meeting (AGM).

The following documents have been made available online by Santander, and can now be viewed at www.santandershareview.com together with other information that may help you when making your voting decisions:

Your vote is important to us, so please take the time to give your voting instructions by following these three simple steps:

AGM booklet

Voting Instruction form including guidance notes

Agenda: this sets out in summary form the details of each of the items being submitted for shareholder approval at the 2020 AGM.

Online: register your voting instructions electronically at www.sharevote.co.uk

By post: complete and return the enclosed voting instruction form using the reply-paid envelope provided.

We encourage you to use your vote, and to make sure that however you choose to vote, your instruction is received before the deadline of 12 noon on Monday 30 March 2020.

1 2 3

[email protected]

Santander Nominee Service, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA United Kingdom.

(UK) 0371 384 2000 (International) UK +44 (0) 121 415 7188

Lines are open 8:30 am to 5:30 pm (UK time), Monday to Friday (excluding public holidays in England and Wales)

Email

Post

Telephone

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Your vote matters

Supporting documents for the Annual General Meeting

2019 Annual Report

Curriculum Vitae of the Directors

Proposal of resolutions and directors’ reports

As you hold your entitlement to Santander shares as CREST Depository Interests (CDIs), arrangements have been made to enable you to give voting instructions in advance of the Annual General Meeting (AGM).

The following documents have been made available online by Santander, and can now be viewed at www.santandershareview.com together with other information that may help you when making your voting decisions:

Your vote is important to us, so please take the time to give your voting instructions by following these three simple steps:

We encourage you to use your vote, and to make sure that however you choose to vote, your instruction is received before the deadline of 12 noon on Monday 30 March 2020.

A copy of Santander’s full Annual Report for 2019 which includes information about:

• Strategic Overview• Consolidated directors’ report:

- Business model and strategy- Responsible banking- Corporate governance - Economic and financial review- Risk management and control

• Auditor’s report and consolidated financial statements (consolidated annual accounts):

- Auditor’s report- Consolidated financial statements- Notes to the consolidated financial statements

Full CVs for each of the directors whose appointment, ratification or re-election is submitted for the approval of shareholders by the board of directors of Santander, following the proposal of the appointments committee.

Full details of each resolution submitted for shareholder approval at the 2020 AGM, including the reasoned proposals of the appointments committee and of the board, regarding the appointment of directors, other directors reports, the director remuneration policy and system for remuneration, and the annual director remuneration report.

Lines are open 8:30 am to 5:30 pm (UK time), Monday to Friday (excluding public holidays in England and Wales)

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Responsible banking commitments About the Santander Board

The board of Santander is diverse in terms of gender and nationality, and has a broad representation of skills and sectors (fi nancial, industrial, technological and academic).

Numberof directors

Directors

For more information about Santander’s approach to responsible banking, see the Responsible banking section of the 2019 Annual Report available online at www.santandershareview.com.

Information on board composition as at 31 December 2019.

2018 2019 2020 2021 2025

Cumulative target From... to...

Top 10 company to work for1

Women on the board

Women in senior leadership positions2 (%)

Equal pay gap3

Financially empowered people4

Green fi nance raised and facilitated5 (EUR)

Electricity used from renewable energy sources6

Becoming carbon neutral in our own operations

Unnecessary single use plastic free in corporate buildings and branches

Scholarships, internships and entrepreneurs programmes7

People helped through our community programmes8

4

20%

40% - 60%

30%

3% ~0%

43% 60%

200 k

4 mn

0%

100%

100%

10 mn

120 bn

6

33%

1. According to relevant external indexes in each country (Great Place to Work, Top Employer, Merco, etc.). 2. Senior positions represent 1% of total workforce. 3. Calculation of equal pay gap compares employees of the same job, level and function. 4. Financially empowered people (mostly unbanked and underbanked), through products and services and social investment initiatives, to get access to the fi nancial system, receive tailored fi nance and increase their knowledge and resilience through fi nancial education. 5. Includes Santander overall contribution to green fi nance: project fi nance, syndicated loans, green bonds, capital fi nance, export fi nance, advisory, structuring and other products to help our clients in the transition to a low carbon economy. Commitment from 2019 to 2030 is 220 bn. 6. In those countries where it is possible to certify renewable sourced electricity for the properties occupied by the Group. 7. People supported through Santander Universities initiative (students who will receive a Santander scholarship, will achieve an internship in an SME or participate in entrepreneurship programmes supported by the bank). 8. People helped through our community investment programmes (excluded Santander Universities and fi nancial education initiatives).

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Responsible banking commitments About the Santander Board

15

40%

60%

Directors are appointed for three-year terms

of the board is put for re-election each year.

1/3

The board of Santander is diverse in terms of gender and nationality, and has a broad representation of skills and sectors (financial, industrial, technological and academic).

Nationalities Spanish, US, Portuguese and British.

between 40% to 60%new gender equality target for 2021.

3.29 average years on board vs. 11.1 years in 2011.

Numberof directors

Directors 4from

Percentage of women on

the board

Independentboard members

For more information about Santander’s approach to responsible banking, see the Responsible banking section of the 2019 Annual Report available online at www.santandershareview.com.

Information on board composition as at 31 December 2019.

2018 2019 2020 2021 2025

From... to...

10 mn

120 bn

1. According to relevant external indexes in each country (Great Place to Work, Top Employer, Merco, etc.). 2. Senior positions represent 1% of total workforce. 3. Calculation of equal pay gap compares employees of the same job, level and function. 4. Financially empowered people (mostly unbanked and underbanked), through products and services and social investment initiatives, to get access to the financial system, receive tailored finance and increase their knowledge and resilience through financial education. 5. Includes Santander overall contribution to green finance: project finance, syndicated loans, green bonds, capital finance, export finance, advisory, structuring and other products to help our clients in the transition to a low carbon economy. Commitment from 2019 to 2030 is 220 bn. 6. In those countries where it is possible to certify renewable sourced electricity for the properties occupied by the Group. 7. People supported through Santander Universities initiative (students who will receive a Santander scholarship, will achieve an internship in an SME or participate in entrepreneurship programmes supported by the bank). 8. People helped through our community investment programmes (excluded Santander Universities and financial education initiatives).

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Ms Ana Botín-Sanz de Sautuola y O’Shea

Role of Group executive chairmanRole of chief executive offi cer

The chairman is the highest-ranking offi cer of the Bank and the main Group representative vis-à-vis the regulators, authorities and other major stakeholders.

The chairman´s direct reports are the CEO and the senior managers in charge of long-term strategy of the Bank (such as Corporate Development), the corporate functions (such as Communications and General Secretariat) and control (including Risk and Internal Audit) and those areas not directly related to the day-to-day management of the business.

The chairman also leads the appointment and succession planning of the senior management of the Bank.

The chief executive offi cer is entrusted with the day-to-day management of the business.

Accordingly, the chief executive offi cer’s direct reports are the senior managers in charge of the businesses (heads of the regional -Europe, North America and South America- and global businesses) and of the functions supporting the business (such as fi nance, fi nancial control and IT & operations).

Corporate GovernanceSeparated roles and responsibility

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Role of chief executive offi cer Role of lead independent director

Mr José Antonio Álvarez Álvarez

The chief executive offi cer is entrusted with the day-to-day management of the business.

Accordingly, the chief executive offi cer’s direct reports are the senior managers in charge of the businesses (heads of the regional -Europe, North America and South America- and global businesses) and of the functions supporting the business (such as fi nance, fi nancial control and IT & operations).

Corporate GovernanceSeparated roles and responsibility

Mr Bruce Carnegie-Brown

Engages with shareholders and other investors with the purpose of gathering information on their concerns, in particular, with regard to the Bank´s corporate governance.

Facilitates discussion and open dialogue among the independent directors, including by coordinating meetings of non-executive directors and generally engaging with them to canvas their views.

Directs the regular assessment of the chairman of the board of directors and coordinates her succession plan.

Replaces the chairman in the event of absence and has key rights, like the ability to call board meetings under the terms set down in the Rules and regulations of the board of directors.

Chairs the appointments committee and plays a key role in Governance.

Mr José Antonio Álvarez Álvarez

Mr Bruce Carnegie-Brown

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Group executive chairman. Executive director

Vice chairman & chief executive offi cer. Executive director

Non-executive directors

Vice chairman and lead independent director. Non-executive director (Independent)

Ms Ana Botín -Sanz de Sautuola y O'Shea

Mr José Antonio Álvarez Álvarez Mr Bruce Carnegie-Brown

Mr Guillermo de la Dehesa Romero

Mr Javier Botín-Sanzde Sautuola y O’Shea

Mr Rodrigo Echenique Gordillo

Ms HomairaAkbari

Ms BelénRomana García

Mr Ignacio BenjumeaCabeza de Vaca

Santander Board Members

Board composition as at 31 December 2019.

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Non-executive directors (Independent)

Vice chairman and lead independent director. Non-executive director (Independent)

General secretary and secretary of the boardMr Jaime Pérez Renovales

Ms Sol DaurellaComadrán

Mr Ramiro MatoGarcía-Ansorena

Ms Esther Giménez-Salinas i Colomer

Ms HomairaAkbari

Ms BelénRomana García

Mr Henrique de Castro

Mr Álvaro AntonioCardoso de Souza

Ms Pamela Ann Walkden

Santander Board MembersExecutive committee

Appointments committee

Remuneration committee

Audit committee

Innovation and technology committee

Responsible banking, sustainability and culture committee Risk supervision, regulation

and compliance committee

For the most up to date information about board members and composition of the board, visit www.santander.com where you can view the full CVs for each of the board members.

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2020 Santander Annual General Meeting1 EQUCORKYX