Corporate governance and remuneration policy 1

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  • Corporate governance and remuneration policy

Articles of Association of Banco Sabadell

Read Banco Sabadell’s Articles of Association.

Board of Directors

Board of Directors

Chairman

Josep Oliu Creus

Non-executive Chairman (Other external director)

Chairman of the Strategy and Sustainability Committee

Degree in Economics from the University of Barcelona
PhD in Economics from the University of Minnesota (USA)

First appointed as director 29th March, 1990
Re-appointed as director 16th March, 1995, 13th April, 2000, 21st April, 2005, 25th March, 2010, 28th May, 2015 and 28th March, 2019 and 23rd March, 2023
Chairman since 23rd December, 1999

Other posts:
Chairman of Board of Trustees of Fundació Privada Banc Sabadell
Non-executive Chairman of Exea Empresarial, S.L.
Representative of Exea Empresarial as Chair in Puig, S.L.
Director of Puig Brands, S.A.
Member of FEDEA (Applied Economics Studies Foundation)
Trustee of Fundación Princesa de Asturias
Trustee of Fundación Princesa de Girona

See C.V.

Deputy Chairman

Pedro Fontana García

Deputy Chairman of the Board

Chairman of the Credit Delegated Committee
Chairman of the Appointments and Corporate Governance Committee
Member of the Strategy and Sustainability Committee

Degree in Economics and Business Administration from ESADE, Barcelona.
Master of Business Administration (M.B.A.) from Harvard Business School, Boston, (U.S.)

Appointed as Director on 27th July, 2017
Re-appointed as director on 19th April, 2018 and 24th March, 2022

Other posts:
Independent director of Grupo INDUKERN
Independent director of PAX EQUITYCO, S.A
President of My Chef Ristorazione Commerciale, S.P.A.
Director of MdF Family Partners, S.A.

See C.V.

Chief Executive Officer

César González-Bueno Mayer

Chief Executive Officer (CEO)

Member of the Credit Delegated Committee
Member of the Strategy and Sustainability Committee (Member on strategy matters only)

Dual Degree in Law and Business Administration from ICADE, Universidad Pontificia Comillas, Madrid, Spain
MBA from Yale School of Management, Yale University, USA

Appointed Chief Executive Officer on 17th December, 2020
Re-appointed as Executive director and Chief Executive Officer on 26th March, 2021

Other posts:
Chairman of Sabadell Consumer Finance, S.A.U.
Chairman of Banco Sabadell, S.A., I.B.M. (Mexico)
Chairman of SabCapital, S.A. de C.V., SOFOM., E.R. (Mexico)

See C.V.

Directors

George Donald Johnston III

Lead Independent Director

Lead independent director

Chairman of the Risk Committee
Member of the of the Strategy and Sustainability Committee

Bachelor of Arts, Degree in Political Science from Middlebury College, Vermont (U.S.)
Master of Arts in International Economics and Latin American Studies from Johns Hopkins University, Washington DC (U.S.)

Appointed as Director on 25th May, 2017
Re-appointed as Director on 19th April, 2018 and 24th March, 2022

Other posts:
Independent Director of Acerinox, S.A.
Member of the Executive Committee and the Audit Committee of Acerinox, S.A.
Independent Director of Merlin Properties, SOCIMI, S.A.
Chairman of the Audit and Control Committee and Member of the Nomination and Remuneration Committee of Merlin Properties, SOCIMI, S.A

See C.V.

Aurora Catá Sala

Independent Director

Independent director

Member of the Appointments and Corporate Governance Committee
Member of the Risk Committee

Industrial engineer (major in Industrial Organisation) from the Polytechnic University of Catalonia
MBA from IESE, Barcelona
Senior Management Programme (PADE) from IESE, Barcelona

First appointed as director on 29th January, 2015
Re-appointed as director on 28th May, 2015, 28th March, 2019 and 23rd March, 2023

Other posts:
Independent Director of Repsol, S.A.
Independent Director of Atrys Health, S.A.
Member of the Executive Committee of IESE alumni
Trustee of Fundación Cellnex
Trustee of Fundación Cidob

See C.V.

Lluís Deulofeu Fuguet

Independent Director

Independent non-executive Director

Member of the Credit Delegated Committee
Member of the Strategy and Sustainability Committee

Degree in Telecommunications Engineering from Polytechnic University of Catalonia, Barcelona
Finances for Executives from ESADE, Barcelona
General Management Program from IESE Business School, Barcelona

Appointed as Director on 28th July, 2021
Re-appointed as Director on 24th March, 2022

Other posts:
President of The Cellnex Foundation

See C.V.

María José García Beato

Other external director

Other External Director

Member of the Strategy and Sustainability Committee
Member of the Appointments and Corporate Governance Committee

Spanish State Attorney

Appointed as Director on 24th May, 2018
Re-appointed as Director on 28st March, 2019 and 23rd March, 2023

General Secretary since 2008 to 2021

Other posts:
Independent Director of Iberpapel Gestión, S.A.
Independent Director of ACS, Actividades de Construcción y Servicios, S.A.
Independent Director of EDP - Energias de Portugal, S.A.
Trustee of Fundación Banco Sabadell
Trustee of Fundación de la Asociación Española de Banca
Trustee of Fundación ACS

See C.V.

Mireia Giné Torrens

Independent Director

Independent director

Chair of the Remuneration Committee
Member of the Appointments and Corporate Governance Committee

Ph.D. Faculty of Economics and Business, University of Barcelona
M.Sc. Economics (Cum Laude), Pompeu Fabra University, Barcelona
B.A. Economics, Pompeu Fabra University, Barcelona

Appointed as director on 26th March, 2020
Re-appointed as director on 10th April, 2024

Other posts:
Propietary Director of Sabadell Consumer Finance, S.A.U.
Director of International Initiatives, Wharton Research Data Services, The Wharton School, University of Pennsylvania (U.S.)
Professor and Director of Finance Department, IESE Business School, Barcelona
European Corporate Governance Institute (ECGI, Brussels), Research Member
World Economic Forum, Expert Network – Corporate Governance
Member of Center for Economic Policy
Trustee of Fundación Aula Escola Europea

See C.V.

Laura González Molero

Independent Director

Independent Director

Member of the Audit and Control Committee
Member of the Remuneration Committee

Degree in Pharmacy, industrial specialty, Complutense University of Madrid
Executive MBA, IE Business School, Madrid
Executive management courses and programs at IMD, Harvard, Kellogg and INSEAD

Appointed as Director on 26th May, 2022
Re-appointed as director on 23rd March, 2023

Other posts:
Independent Director of Acerinox, S.A.
Independent Director of Viscofan, S.A.
ISS Facility Services Advisory Council Member
Non-executive president of the Asociación para el Progreso de la Dirección – APD

See C.V.

David Martínez Guzmán

Non-executive Director (1)

Proprietary director

Master of Business Administration (MBA) from Harvard Business School, Boston (U.S.)
Bachelor's Degree in Philosophy from the Pontifical Gregorian University, Italy
Degree in Electrical/Mechanical Engineering from the National Autonomous University of Mexico

First appointed as director 27th March, 2014
Re-appointed as director on 19th April, 2018 and 24th March, 2022

Other posts:
Director of Alfa, S.A.B.
Director of Vitro, S.A.B.
Director of Cemex, S.A.B.
Director of ICA Tenedora, S.A. de C.V.

See C.V.

Alicia Reyes Revuelta

Independent Director

Independent Director

Member of the Credit Delegated Committee
Member of the Risk Committee

Bachelor’s Degree (BA) in Law, Economics and Business Administration from ICADE, Madrid
PhD in Quantitative Approaches and Financial Markets from ICADE, Madrid

Appointed Director on 24 September 2020
Re-appointed as Director on 26th March, 2021

Other posts:
Independent Director of Ferrovial SE
Independent Director of KBC Group N.V.
Director of KBC BANK. N.V.
Independent Director of EDP - Energias de Portugal, S.A.

See C.V.

Manuel Valls Morató

Independent Director

Independent director

Chairman of the Audit and Control Committee
Member of the Risk Committee

Degree in Economics and Business Administration from the University of Barcelona
Postgraduate in Business Administration from IESE, University of Navarra
Chartered Accountants
Member of the Official Register of Auditors in Spain (Registro Oficial de Auditores de Cuentas)

First appointed as director on 22nd September, 2016
Re-appointed as director on 30th March, 2017 and 26th March, 2021

Other posts:
Lead Independent Director of Renta Corporación Real Estate, S.A.
Chairman of the Audit Committe of Renta Corporación Real Estate, S.A.

See C.V.

David Vegara Figueras

Director – Chief Risk Officer

Director – Chief Risk Officer

Degree in Economics and Business, General Economics (Applied Economics), from the Autonomous University of Barcelona
Master in Economics, major in Capital Markets, from London School of Economics and Political Science (London, UK)

First appointed as director May 28th, 2015
Re-appointed as director on 28th March, 2019 and 23rd March, 2023

Other posts:
Independent Director of Amadeus IT Group, S.A.
Member (non-executive position) of the Advisory Board of Roca Junyent, S.L.P.
Member of Fundación Pasqual Maragall
President of Tertulias Hispano-Británicas Forum

See C.V.

Pedro Viñolas Serra

Independent Director

Independent Director

Member of the Credit Delegated Committee
Member of the Audit and Control Committee

Degree in Business Administration, University of Barcelona
Degree in Business Administration and MBA, ESADE
Diploma in Advanced Studies, major in Financial Economics, Complutense University of Madrid

Appointed as Director on 23th March, 2023

Other posts:
CEO and Deputy Chairman of Inmobiliaria Colonial and Member of its Executive Committee
Other posts in Colonial Group:
- Chairman of the Board and Chairman of the Remuneration Committee of Société Foncière Lyonnaise (SFL)
- Chairman of Utopicus Innovación Cultural S.L.
Independent Director of Blue Self Storage, S.L.
Chairman of the European Real Estate Association
Trustee of Fundación ESADE
Member of the Barcelona Chamber of Commerce

See C.V.

 

Non-Director Secretary

Miquel Roca i Junyent

Secretary of the Board

Secretary of the Appointments and Corporate Governance Committee
Secretary of the Audit and Control Committee
Secretary of the Strategy and Sustainability Committee

Degree in Law from the University of Barcelona

Secretary (non-director) since 2000

Other posts:
Partner and Chairman of the Roca Junyent law firm

See C.V.

Non-Director Deputy-Secretary

Gonzalo Barettino Coloma

Deputy-secretary of the Board

Secretary of the Credit Delegated Committee
Secretary of the Remunerations Committee
Secretary of the Risk Committee

Degree in Law from the University of Oviedo

Secretary General since 2021

Other posts:
Director and Secretari of the Board of Banco Sabadell, S.A., I.B.M, (Mexico)
Director and Secretari of the Board of SabCapital, S.A. de C.V., SOFOM., E.R. (Mexico)
Non-Director Secretary of the Board of Sabadell Consumer Finance, S.A.U.
Secretary of the Trustee of Fundación Banco Sabadell

See C.V.

(1) Link to the significant shareholder Fintech Europe S.à.r.l.
 


 
 
 
 

Board Committees

Credit Delegated Committee



 

Chair

Pedro Fontana García

Members

Lluís Deulofeu FuguetCésar González-Bueno MayerAlicia Reyes RevueltaPedro Viñolas Serra

Non-Director Secretary

Gonzalo Barettino Coloma

Audit and Control Committee

 

Chair

Manuel Valls Morató

Members

Laura González Molero Pedro Viñolas Serra

Non-Director Secretary

Miquel Roca i Junyent

Appointments and Corporate Governance Committee

 

Chair

Pedro Fontana García

Members

Aurora Catá SalaMaría José García Beato Mireia Giné Torrens

Non-Director Secretary

Miquel Roca i Junyent

Remuneration Committee

 

Chair

Mireia Giné Torrens

Members

Laura González Molero

Non-Director Secretary

Gonzalo Barettino Coloma
 

Risk Committee

 

Chair

George Donald Johnston III

Members

Aurora Catá SalaAlicia Reyes RevueltaManuel Valls Morató

Non-Director Secretary

Gonzalo Barettino Coloma

Strategy and Sustainability Committee

 

Chair

Josep Oliu Creus

Members

Lluís Deulofeu FuguetPedro Fontana García María José García BeatoGeorge Donald Johnston IIICésar González-Bueno Mayer*

Non-Director Secretary

Miquel Roca i Junyent

* Member on strategy matters only

 

 

Shareholding


Below are the shares of Banco de Sabadell, S.A. held by members of the Board of Directors:

 

 

Participacion accionarial

(1) David Martínez Guzmán is the indirect holder of the voting rights attributed to the shares of FINTECH EUROPE, S.À.R.L.

 

Data updated as at 27 March 2024.

 

In the following link to the section Notifications by directors of the National Securities Market Commission, you can check the notifications of transactions on shares and financial instruments sent by the members of the Board of Directors.

Regulation of the Board of Directors

Download the Regulation of the Board of Directors.

Internal Regulations

General Meeting 2023

 

The Board of Directors of Banco Sabadell has given notice of the Ordinary General Meeting of Shareholders to be held at 11.00 hours on 23 March 2023 at the Auditorio de la Diputación de Alicante, en Paseo Campoamor, s/n, in Alicante.

 
 

- Announcement and agenda. Download PDF
- Proposals for motions submitted to shareholders for approval. Download PDF
- Total number of shares and voting rights. Download PDF
- Documentation available to shareholders. Access
- Voting results. Download PDF
- Shareholder infomation:
       - Right to information Access
       - Proxies and representation Access

- Proxy and remote voting prior to the General Shareholders' Meeting.
Delegate your proxy or vote early on the items on the Agenda until 18:00 h 22/03/2023.

Participation date expired

 

- Pre-registering to attend the General Meeting online.
Register to attend the General Meeting online. The deadline is 17:30 h 21/03/2023.

Participation date expired

 

- Online attendance of the Meeting of Shareholders.
On the day of the event, attend the General Meeting online. In order to be able to attend, you must register in the previous section "Pre-registering to attend the General Meeting online".

Participation date expired

 

- Electronic Shareholders' Forum.
Access this space to facilitate communication between shareholders and voluntary associations of shareholders 11:00 h 23/03/2023.

Participation date expired

 

- Attendance/Proxy Card and remote voting prior. Download PDF

 

- Speech to the General Meeting of Shareholders:

       - Josep Oliu i Creus: PDF version
       - César González-Bueno: PDF version




Committee Reports

Reports on the roles and activities of the Audit and Control Committee, the Appointments Committee, the Remuneration Committee, the Risk Committee and the Strategy and Sustainability Committee.

Organisation chart

Global Management Committee

Chairman

Josep Oliu Creus
 

Managing Director

Jaime Guardiola Romojaro
 

Director-General Manager

José Luis Negro Rodríguez
 

Director-General Manager

María José García Beato
 
 

General Manager

Tomás Varela Muiña
 

General Manager

Miguel Montes Güell
 

General Manager

Carlos Ventura Santamans
 
 

Deputy General Manager

Ramón de la Riva Reina
 

Deputy General Manager

Enric Rovira Masachs
 

Deputy General Manager

Rafael José García Nauffal
 

Deputy General Manager

José Nieto de la Cierva
 

Operating Divisions

Operating Divisions

Carlos Ventura Santamans General Manager


Business Transformation & Marketing

Manuel Tresánchez MontanerDeputy General Manager


Institutional Banking

Blanca Montero Corominas Assistant General Manager


Customers Solutions

Albert Figueras Moreno Assistant General Manager


Bancassurance

Silvia Ávila Rivero Assistant General Manager


Corporate Banking

Joaquín López Fernández Manager


TSB Managing Director

Richard MeddingsExecutive Chairman TSB (Interim)


Markets and Private Banking

Ramón de la Riva Reina Deputy General Manager


Asset Management

Cirus Andreu Cabot Assistant General Manager


Securities Trading, Custody and Analysis

Javier Benzo PereaAssistant General Manager


Sabadell Urquijo Private Banking

Pedro Dañobeitia CanalesAssistant General Manager


International Private Banking

Maurici LladóAssistant General Manager


Corporate & Investment Banking

José Nieto de la CiervaDeputy General Manager


Structured Finance

David Noguera BallúsAssistant General Manager


Corporate Banking & EMEA

Ana Ribalta RoigAssistant General Manager


 

 

 

Corporate America & Asia

Maurici LladóAssistant General Manager


Treasury and Capital Markets

Guillermo Monroy PérezAssistant General Manager


Markets Origination

Álvaro BergasaManager


Asset Transformation and Industrial and Real Estate Holding

Enric Rovira MasachsDeputy General Manager


Solvia

Javier García del RíoAssistant General Manager


Real Estate & Institutional Markets

Jaume Oliu BartonAssistant General Manager


Industrial Holdings and BS Capital

Raúl Rodríguez SabaterManager


Mexico

Francesc Noguera GiliGeneral Manager Sabadell Mexico


Regional Divisions

Catalonia Region

Xavier Comerma Carbonell Assistant General Manager


Central Region

Eduardo Currás de Don Pablos Assistant General Manager


Southern Region

Juan Krauel Alonso Assistant General Manager


Northwest Region

Pablo G. Junceda Moreno Assistant General Manager


Northern Region

Ignacio Navarro CameoManager


Eastern Region

Jaime Matas Vallverdú Assistant General Manager


 

Corporate Service units

General Secretary

María José García BeatoDirector-Secretary-General


Legal

Gonzalo Barettino Coloma Assistant General Manager


Compliance

Federico Rodríguez CastilloAssistant General Manager


Communications and Institutional Relations

Gabriel Martínez RafaelManager


Corporate Governance

Marta García de la Calzada Manager


Finance

Tomás Varela MuiñaGeneral Manager

 

Global Financial Management

Sergio Palavecino Tomé Assistant General Manager


Global Financial Controller

Anna Bach PorteroAssistant General Manager


Chief Economist

Sofía Rodríguez Rico Assistant General Manager


Patrimonial Control and Administration

Susanna Romero Poch Manager


Prudential Regulation & Public Policy

To be named


Operations and People

Miguel Montes GüellGeneral Manager


Human Resources

Conchita Álvarez Hernández Assistant General Manager


Group Coordination and Corporate Services

Adrià Galian ValldeneuAssistant General Manager


Centralised Administration and Operational Services

Sònia Quibus RodríguezManager


 

Global Organisation and Corporate Projects

Elena Carrera CrespoManager


CIO Sabadell

Rüdiger SchmidtAssistant General Manager


Sabis for TSB

David Insalaco AyusoManager


Tech Innovation

Alfonso Ayuso CalleAssistant General Manager


Risk Control

Joaquín Pascual CañeroAssistant General Manager


Credit Risk Management

Rafael José García NauffalDeputy General Manager

José Luís Sánchez RiusAssistant General Manager

 


Corporate Operations

Joan M. Grumé SierraAssistant General Manager


Internal Audit

Núria Lázaro RubioAssistant General Manager


Banking and other subsidiaries and associates

TSB

Richard MeddingsExecutive Chairman TSB (Interim)


Banco Sabadell Mexico

Francesc Noguera GiliGeneral Manager


BancSabadell d'Andorra

Josep Permanyer CunilleraChairman


Josep Segura SolàDirector-General Manager


Sabadell Consumer Finance

Miguel Costa SampereGeneral Manager


Sabadell Vida, Sabadell Pensiones and Sabadell Seguros Generales

Francisco Javier LorenzoChairman

Claudio ChiesaGeneral Manager

 

Conflicts of interest general Policy

Access the Banco Sabadell Group General Policy on Conflicts of Interest.

Identified Staff information

Access documents concerning Identified Staff.