Articles of Association
This section contains the Articles of Association currently in force.
Corporate Governance & Remuneration Policy
Charter of the Board of Directors
In this section you can access to the current version of the Board of Directors’ Charter, updated by the Board on 20 March 2024.
Organisational Structure and Policy on Conflicts of Interest
Below you can consult the information on the current Organisational Structure.
This policy aims to provide Santander Consumer Finance Group employees, directors and entities with guidelines for preventing and managing conflicts of interest that may arise as a result of their activities.
Risk-related Procedure
You can access the current procedure in terms of risk management, in line with the strategy and business model of Santander Consumer Finance, S.A., and consider the recommendations of supervisory bodies, regulators and the best practices in the market.
Internal Control
You can consult the information relating to the entity’s internal control mechanisms, including the administrative and accounting procedures based on the three lines of defence.
Board of Directors
The Board of Directors aims to ensure that non-executive directors represent a clear majority of the Board of Directors with regard to executive directors.
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.
Board Committees
Here you can consult the current composition of the Board Committees.
1. Executive Committee
Composition: The Executive Committee consists of five directors, including four non-executive directors (one of whom is independent) and one executive director.
Functions: The Executive Committee is regulated in Article 9 of the Charter 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 Articles of Association or the Charter of the Board of Directors.
2. Audit Committee
Composition: The Audit Committee consists of three independent directors. All of them have been appointed by the Board of Directors taking into consideration their knowledge, skills and experience in the areas of finance, accounting, auditing, internal control, information technology, business or risk management.
Functions: : The functions of the Audit Committee are described in Article 10 of the Charter of the Board of Directors.
3. Risk Supervision, Regulation and Compliance Committee
Composition: The Risk Supervision, Regulation and Compliance Committee consist of five directors, being independent three of its members, including its Chair. All of them have been appointed by the Board of Directors, taking into consideration their knowledge, skills and experience in the areas for which the Committee is responsible.
Functions: The functions of the Risk Supervision, Regulation and Compliance Committee are described in more detail in Article 11 of the Charter of the Board of Directors.
4. Nomination, Corporate Governance and Responsible Banking Committee
Composition: The Nomination, Corporate Governance and Responsible Banking Committee consists of three directors, a majority of whom are independent. All of them have been appointed by the Board of Directors, taking into consideration their knowledge, skills and experience in the areas for which the Committee is responsible.
Functions: The functions of the Nomination, Corporate Governance and Responsible Banking Committee are described in more detail in Article 12 of the Charter of the Board of Directors.
5. Remuneration Committee
Composition: The Remuneration Committee consists of five directors, three of whom are independent, including its Chair. All of them have been appointed by the Board of Directors, taking into consideration their knowledge, skills and experience in the areas for which the Committee is responsible.
Functions: The functions of the Remuneration Committee are described in more detail in Article 13 of the Charter of the Board of Directors.
Remuneration of the Identified Group
You can consult the report on the remuneration of the Identified Group, drawn up in accordance with the applicable regulations.
Remuneration of Board Members
In accordance with the current Remuneration Policy, approved by the General Shareholders’ Meeting of Santander Consumer Finance, S.A., the directors associated to Banco Santander, namely, Ms Ana Patricia Botín-Sanz de Sautuola y O’Shea, Mr Sebastian Gunningham, Mr Petri Nikkilä, Mr Daniel Barriuso Rojo, Mr José Luis de Mora Gil-Gallardo, Ms Cristina Ruiz Ortega and Mr Mahesh Aditya, in line with the criteria established in said policy and internal decisions of the Santander Group, received no remuneration whatsoever during the 2024 financial year by Santander Consumer Finance, S.A., or any Santander Group company for performing their duties, whether specifically or generally, as Santander Consumer Finance, S.A. directors.
The external and independent directors receive from Santander Consumer Finance, S.A., a fixed annual salary according to their individual and specific responsibilities, duties and dedication, (which also includes their participation and position on the different Committees of the Board of Directors).
Pursuant to Article 29 of the Articles of Association and the current Remuneration Policy, the performing of executive duties is remunerated. The remuneration concepts for performing said duties include a fixed annual salary, including a pension plan and social benefits, as well as variable remuneration linked to short and long-term goals and based on the Group’s Variable Remuneration Policy, applicable to certain Santander Group employees.
The total remuneration received by each member of the Board of Directors of Santander Consumer Finance, S.A.in financial year 2024, as well as an individual breakdown by remuneration concept, is detailed, pursuant to Article 37 of Royal Decree 84/2015 and, insofar as applicable, Article 450.1(h) of EU Regulation no. 575/2013.
Suitability of Directors and Key Executives
The following document contain information on the Suitability of Directors and Key Executives of the Bank