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27

Corporate Governance 00 Governing Bodies | Board of Directors

|

Steering Committee |

01 Code of Conduct

Governing Bodies

The

Board of Directors

is

responsible for the management

and representation of Cecabank.

It is therefore the institution’s

governing and management body,

and represents it in all matters

concerning its ordinary business

and in any litigation, with the

powers expressly vested in it by

the Articles of Association.

SHAREHOLDERS’ GENERAL ASSEMBLY

The

General Assembly

has

the powers vested in it by the

Articles of Association, including

the appointment and dismissal

of directors, the approval of

the Annual Accounts, and the

distribution of earning.

> More information on the Corporate governance chapter can be found in Cecabank governance structure and practices 2014.

More information about Cecabank’s corporate governance

can be found at

www.cecabank.es Annual Report 2014

Board of Directors

Management and representation of Cecabank

Audit committee

Overseeing the effectiveness of the company’s internal control, internal

auditing, where applicable, and its risk management systems.

Appointments and Remuneration Committee

Supervising and reporting on the policy for the allowances,

remuneration and incentives paid to directors and employees of the

institution, and ensuring compliance with the requirements established

in the Articles of Association for the exercise of the offices of member of

the Board, of the Committees, and of Chief Executive.

Risk and Solvency Committee

Periodically ascertaining and analysing the institution’s position as

regards risks, solvency and liquidity, and report to the Board of Directors

on regulatory developments on the subject.