• Responsible Banking Report | 2019

Structure

Our Corporate Governance is the basis for achieving our goals and making all our operations possible, which is why we strive to improve our policies and procedures to create value for our employees, customers, shareholders and society.


We consolidate our Corporate Governance framework on an ongoing basis to continue driving our resilience and effectiveness over the coming years. This is of key importance in fulfilling our mission of becoming a more responsible Bank in an era of disruptions, as well as overcoming the numerous challenges inherent to the current digital world.



Furthermore, Corporate Governance is responsible for guaranteeing compliance with the highest international sustainability standards and ensuring that all our operations are undertaken in an ethical, institutional and responsible manner.

The Board of Directors and its Committees are responsible for reviewing, authorizing and monitoring all activities governed by Santander Mexico’s regulatory framework. They are also responsible for ensuring the company’s resources are used responsibly and optimally.

The Board of Directors monitors and evaluates social, environmental, economic and ethical issues within our organization to ensure all efforts are made to promote responsible operations. It also analyzes risks, opportunities, impacts and material issues, which are drafted into minutes to help follow up on the agreements reached.

Stock Structure of
Grupo Financiero Santander México, S.A. de C.V.2








2 On September 6, 2019, the public offering for the reciprocal issue and acquisition of up to 1,693,521,302 shares in Santander Mexico that are not the property, either directly or indirectly, of Banco Santander España, S.A., representing 24.95% of the outstanding share capital of Santander Mexico, and were offered in exchange for the reciprocal issue of up to 570,716,682 Exchange Shares of Banco Santander España, S.A.. As a result of this offering, Grupo Santander’s stake in the share capital of Santander Mexico increased from 74.96% to 91.65%, with the remaining 8.35% held by minority shareholders or buybacks.

By virtue of the foregoing, Grupo Financiero Santander México, S.A. de C.V. (the ‘Financial Group’) and Santander Global Facilities, S.A. de C.V. (Mexico) own 5,087,801,602 ordinary shares, constituting 74.97% of the Bank’s share capital, and Banco Santander España, S.A. owns 1,132,168,074 ordinary shares, constituting 16.69% of the Bank’s share capital.

For further information, see the 20-F.

Board of Directors

The Board of Directors is responsible for identifying and monitoring the management of the opportunities and risks we face.

This body comprises Committees, whose members are nominated and ratified on a yearly basis by the General Shareholders’ Meeting by means of a regulated process that substantiates their honorability, technical capacity, knowledge and financial experience.




Our Board of Directors is currently composed of 22 members: 11 Proprietary and 11 Alternate members. The tenure of the Directors is not determined by time, but rather their tenure is based on a performance evaluation undertaken by the Shareholders Meeting.

Furthermore, the Board of Directors is responsible for assigning members to its Committees.

The Board of Directors met on 7 occasions, on the following dates: January 24, March 28, April 25, June 17, July 25, September 26 and October 31.

The Board of Directors is comprised as follows:



Committee members who are not members of the Board:










* Guillermo Güemez García left office on 01/02/20. Cesar Augusto Montemayor Zambrano was appointed by the Shareholders’ Meeting on 28/11/19 and took office on 1/02/20.

The acronyms in Spanish are: Audit Committee (CA); Remuneration Committee (CR); Comprehensive Risk Management Committee (CAIR); Corporate Practices, Nomination and Remuneration Committee (CPSNC).

Committees of the Board of Directors

As part of its efforts to streamline our activities as an organization, the Board appointed four Committees to oversee economic, social, ethical and legal issues. These Committees are responsible for regulating and ensuring our operations meet our responsible banking goals.

Every year, four sessions are held, in addition to an extended session to cover a range issues relating to our business strategies.

The roles of the four Committees are outlined below:







3 In case of lack of independence, the Board should be informed.
4 UAIR (Comprehensive Risk Management Unit). | 5AIR (Comprehensive Risk Management).
6 Inform the Board, at least once quarterly. | 7 Inform the Board, at least once a year.

Committee Responsibilities

The Board of Directors, the Audit Committee, and the Corporate Practices, Nomination and Remuneration Committee are responsible for making decisions regarding economic, environmental and social issues.

The Board’s Committees (Advisory Committees) are responsible for identifying, analyzing and monitoring issues that are relevant to Santander Mexico. They are supported by the Internal Committees, which assist in the operational and decisionmaking processes of the Advisory Committees.

Santander Legal Pro Bono

To help drive the progress of low-income individuals and legal entities around the world, in 2018, the Bank created Pro Bono Committees.

Through a network of attorneys representing legal firms and notaries public in Mexico, Santander Pro Bono offers free legal advice to those individuals who want to start new businesses or who do not have access to the legal advice they need to ensure compliance with applicable legal frameworks.

To commemorate the International Day for the Elimination of Violence against Women, Santander Legal Pro Bono, in conjunction with Espacio Mujeres para una Vida Digna Libre de Violencia A.C. (EMU), offered its first Financial Education course to help promote the empowerment and economic and financial autonomy of women, helping the participants to create a life free from violence.

It is a great privilege to be able to participate in this important project, which allows us to have a positive impact on the community in which we operate. We are very grateful to Santander for the boost it has given to this project, offering us the opportunity to be part of a unique experience that has had a positive impact on our personal and professional development.

Mauricio Flores Castillo Legal Director, Products.