• Responsible Banking Report | 2020

Structure

Through ethical corporate practices, we have consolidated our Corporate Governance structure, which has enabled us to tackle constant challenges and global changes in order to meet the needs of our current and future customers.


Our Corporate Government tasks with effectively safeguarding the interests of all our stakeholders, in addition to providing accurate and transparent information regarding the Bank’s performance and results. Our operations are aligned with the highest global sustainability standards, in addition to both local and corporate best practices.

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

Ownership Structure of Grupo Financiero Santander México, S.A. de C.V. where Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México* is part of.








* On March 13, 2020, the Bank acquired 49% of the shares representing the capital stock of Santander Merchant Platform Solutions México, S.A. de C.V. (formerly, Elavon Mexico Holding Company, S.A. de C.V.). Santander Merchant Platform Solutions, S.L., a subsidiary of Banco Santander (Spain) acquired the remaining 51% of the capital stock. The total value of this operation was MXN $1.906 billion. See Note 1 of our Financial Statements for further information.
The subsidiaries entities of Elavon México were renamed as follows: Santander Merchant Platform Solutions México, S.A. de C.V., SMPS Merchant Platform Solutions México S.A. de C.V., Santander Merchant Platform Services S.A. de C.V. and Santander Merchant Platform Operations, S.A. de C.V.
On September 30, 2020, Banco Santander México and Santander Vivienda entered into a merger agreement providing for the merger by absorption of Santander Vivienda by Banco Santander México. Consequently, Grupo Financiero Santander México, amended its bylaws and Liability Agreement on October 27, 2020, in order to provide the termination of Santander Vivienda as a financial entity of the Financial Group.
On October 14, 2020, we received authorization from SHCP to incorporate Openbank Santander México, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad Regulada (Openbank) as a subsidiary of the Bank. On November 16, 2020, Banco Santander Parent began the process of obtaining the applicable authorizations to operate Openbank as a commercial bank. This entity is not currently operating.

Board of Directors

The Board of Directors monitors the most relevant social, environmental, economic and ethical topics, in addition to analyzing impacts, risks, opportunities and material topics. During each board meeting, minutes are taken to help follow up on the agreements reached. The goal of this process is to identify the most important sustainability topics within the Bank, in addition to guaranteeing operations are undertaken correctly.

The Board of Directors has no direct contact with its stakeholders; however, it is tasked with coordinating stakeholder affairs, in addition to the administration and decision-making process with regard to the risks and opportunities we face.

Our Board of Directors is currently composed of 20 members: ten Proprietary and ten Alternate members. The Board of Directors is responsible for assigning members to Committees.

In 2020, the Board of Directors met on 8 occasions, on the following dates: January 30, March 18, April 1, April 8, April 23, June 18, July 23 and September 25.


The Board of Directors is comprised of the following committees, more information about which will be provided later:

The appointment of Board Members is ratified on a yearly basis by the General Shareholders’ Meeting by means of a regulated process that substantiates the technical capacity, honorability, satisfactory credit rating, knowledge and financial experience of each member.






Appointment of Members of the Board of Directors



The Board of Directors is organized in the following manner:






Responsibilities of the Committees

The decision-making process for economic, environmental and social issues is undertaken by the Committees that form part of the Board of Directors, the Remuneration Committee, the Audit Committee, the Comprehensive Risk Management Committee and the Corporate Practices, Nomination and Remuneration Committee. Furthermore, the identification, analysis and monitoring of issues and decisions relating to the financial group are undertaken by the Board Committees (Regulatory Committees), which support the Internal Committees. These bodies work together to ensure the optimal operation and decision-making of the Regulatory Committees.


Committees of the Board of Directors

The Board of Directors appointed four committees specializing in economic, social, ethical and legal issues in order to ensure the Bank’s operations and practices are carried out effectively, responsibly and transparently. These Committees are tasked with regulating the Bank’s activities and ensuring we meet our Responsible Banking goals.

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

The composition of the four committees is outlined below: