SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March, 2015
Commission File Number: 001-12518
Banco
Santander, S.A.
(Exact name of registrant as specified in its charter)
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid) Spain
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): Yes ¨ No x
Banco Santander, S.A.
TABLE OF CONTENTS
Exhibit 1
MATERIAL FACT
Banco Santander hereby informs that it has today published its 2014 committees report (reports of the audit committee, the appointments committee, the
remuneration committee and the risk supervision, regulation and compliance committee), and has sent its 2014 Annual Financial Report to the National Securities Market Commission (CNMV). These documents are available on the corporate website
(www.santander.com).
Boadilla del Monte (Madrid), February 25, 2015
Banco Santander, S.A. - Domicilio Social: Paseo de Pereda, 9-12. 39004 SANTANDER - R. M. de Santander, Hoja 286, Folio 64, Libro 5º de Sociedades,
Inscripción 1ª. C.I.F. A-39000013
Exhibit 2
Santander in 2014
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<<Santanders purpose is to help people and businesses prosper. We want to be the best retail and commercial bank that earns the
lasting loyalty of our people, customers, shareholders and communities.>>
Ana Botín Group
executive chairman |
Financial indicators
Total on-balance sheet assets
1,266,296
Million euros
CETI fully loaded
9.7%
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Balance sheet and results (Million euros) |
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2014 |
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2013 |
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Customer loans (net) |
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734,711 |
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684,690 |
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Customer deposits |
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647,628 |
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607,836 |
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Shareholders funds |
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80,806 |
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70,326 |
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Gross income |
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42,612 |
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41,920 |
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Pre-provision profit (net operating income) |
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22,574 |
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21,762 |
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Attributable profit to the Group |
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5,816 |
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4,175 |
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Ratios (%) |
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2014 |
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2013 |
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Earnings per share (euros) |
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0.479 |
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0.385 |
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RoE* |
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7.0 |
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5.8 |
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RoTE* |
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11.0 |
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9.6 |
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Efficiency (with amortisation) |
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47.0 |
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48.1 |
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Non-performing loan (NPL) ratio |
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5.2 |
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5.6 |
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Loan-to-deposit ratio |
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113 |
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112 |
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* Proforma figure in 2014 that includes the January 2015 capital increase of 7,500 million. |
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Annual report
2014
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6 MESSAGE FROM ANA BOTÍN, |
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24 BUSINESS MODEL AND |
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50 2014 RESULTS |
GROUP EXECUTIVE CHAIRMAN
Our foundations give us a unique opportunity to further improve our culture, to build better and more lasting relationships with our
customers. |
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STRATEGY
Santanders business model is customer-focused, enabling it to compete successfully in the international banking panorama. |
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Santander posted an attributable profit of 5,816 million in 2014
(+39.3%). |
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1 |
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2 |
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6 Message from Ana Botín, Group executive chairman |
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24 Business model and strategy |
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50 2014 results |
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26 Purpose and business model |
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52 Economic, banking and regulatory environment |
12 Message from José Antonio Álvarez, chief executive
officer |
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28 Aim and value creation |
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30 Employees |
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56 Highlights |
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18 Corporate governance |
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34 Customers |
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58 Markets |
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38 Shareholders |
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66 Global businesses |
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42 Communities |
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46 Risk management |
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4 |
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68 CORPORATE GOVERNANCE |
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100 ECONOMIC AND FINANCIAL |
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168 RISK MANAGEMENT REPORT |
REPORT
In 2014, the board increased its gender and geographic diversity. |
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REPORT
Profit growth in 2014 was backed by the positive evolution of revenues, control of costs and lower provisions. |
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Grupo Santanders risk policy focuses on maintaining a medium-low
and predictable profile for all risks. |
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3 |
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68 Corporate governance report
72 Ownership
structure
76 Banco Santanders board of directors
94 Shareholder rights and the general shareholders meeting
96 Santander
Group management team
98 Transparency and independence |
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100 Economic and financial review
102 Consolidated financial
report 102 2014 summary of
Grupo Santander 104 Grupo
Santander results 110 Grupo
Santander balance sheet
120 Main segments and geographic areas
123 Continental Europe
137 United Kingdom
140 Latin America
155 United States
158 Corporate activities
160 Secondary segments and
businesses 160 Retail
banking 162 Global
Wholesale Banking
165 Private Banking, Asset Management and Insurance |
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168 Risk management report
170 Executive summary
174 European Central Bank
comprehensive assessment
177 Corporate principles of risk management and control
179 Corporate governance of the
risk function
182 Management model and control of risks
192 Risk environment
194 Credit risk
223 Trading market risk and
structural risks
245 Liquidity risk and funding
259 Operational risk
268 Compliance, conduct and
reputational risk 274 Model
risk 275 Capital management
and capital risk control
281 Appendix: EDTF transparency
282 Historical data
284 General
information |
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5 |
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ANNUAL REPORT 2014 |
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MESSAGE FROM ANA BOTÍN |
Message
from Ana Botín
{ I became Group executive chairman of Santander Group last
September. As you will know, since then we have made some significant changes to the board and governance and to the management team. We have also focused on reviewing our capital position and our dividend policy. This done, I now want to focus on
how Santander is to grow in the years ahead. To do that, we have reviewed the markets in which we do business, our strategy and how we operate.
I now
want to set out why I am so confident about Santanders future the fantastic opportunities for growth that lie before us, and how we are going to take advantage of them.
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ANNUAL REPORT 2014 |
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MESSAGE FROM ANA BOTÍN |
Santander today
Santander is a retail and commercial bank listed in Madrid and on the NYSE, with a market capitalization of ~90bn, total assets of 1.2trn and a
capital base of ~88bn. In 2014 the Bank achieved a net attributable profit of 5.8bn in 2013 and remunerated shareholders with 0.60 per share.
The bank has a unique model and franchise to compete in the global retail banking landscape. This model has been developed over the last 158 years, especially
under the inspiring leadership of my father Emilio Botín. At its core lies:
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A diversified presence. Our well-balanced emerging-mature markets mix is delivering growth above our peers. Average GDP growth in our markets is forecast to be close to 3% in 2016. |
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Strong retail and commercial operations. We are or aim to be one of the top 3 banks in our core 10 markets, which give us access to one billion customers. |
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Autonomous subsidiaries in liquidity and capital. This creates incentives for good local management and enhances our stability and flexibility. |
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International talent management, a common culture and a top global brand. We are able to attract and retain world class talent. We have a shared approach as to how we want to operate and behave. And we have
created a powerful, global brand: according to Brand Finance, we are number 10 in the world. |
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Prudent risk management and balance sheet strength, underpinned by our Groups solid control framework. We have delivered a dividend every year for more than 50 years, including during the financial crisis.
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Investment in innovation, driving digital transformation, and sharing best practice. Our global scale enables the Group to add value to our subsidiaries around the world.
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ANNUAL REPORT 2014 |
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MESSAGE FROM ANA BOTÍN |
Our virtuous circle
At the heart of our culture we believe that, wherever we operate, everything we do should be Simple, Personal and Fair
Santanders purpose, aim and culture
These strong foundations give us a unique opportunity to grow. We can only do this with a team that fulfills Santanders purpose, understands its aim
and lives by its values.
Santanders purpose is to help people and businesses prosper.
Back in 1857, the founders of Santander wanted to finance trade between Spain and Latin America that generated jobs and prosperity in both continents. Today,
our role is obviously broader but the outcome of our efforts is the same.
Our aim is to be the best retail and commercial bank that earns the lasting
loyalty of our people, customers, shareholders and communities.
I am convinced that the only way to achieve such aim is by having the best possible
relationships with our team, our customers, our shareholders and the communities that we serve. And the most precious asset in these relationships is loyalty:
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A loyal team is one that feels motivated, engaged and rewarded to go the extra mile for customers. |
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When our customers get excellent service and can see we are addressing their personal needs, their loyalty to us will grow. |
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When that happens, our return and value will also grow securing loyal shareholders who will invest more in us. |
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This, in turn, allows us to do more to support our local communities, generating loyalty to us and strengthening our teams pride in the business. |
And then this virtuous circle will begin again.
At the
heart of our culture we believe that, wherever we operate, everything we do should be Simple, Personal and Fair.
We have picked these three words
because, together, they reflect what our teams and our customers around the world tell us they want from a bank.
A simple bank offers its
customers a service that is convenient and products that are easy to understand, however and whenever they choose to bank. It makes its processes better every day, so they are easy and clear for customers and its team.
A personal bank treats its customers as valued individuals, providing a professional, personal service they can trust. It supports colleagues to
develop their skills and achieve their ambitions.
A fair bank treats people as they like to be treated and it earns investors an adequate
and sustainable return, while contributing its share to help communities.
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ANNUAL REPORT 2014 |
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MESSAGE FROM ANA BOTÍN |
Our strategy going forward
As I said, we have reviewed our strategy from the perspective of our purpose, our aim and our culture. I should stress that I am not in favor of changing
processes or platforms that are delivering results. We will stick to the elements that have underpinned our success and will build upon them to take Santander to the next level and achieve our goals.
With Simple, Personal and Fair as our guiding principle, we will focus on the following:
People
A strong internal culture. Above all else,
Santanders continued success depends on our employees. We should be able to attract, retain and develop our talent to have the best professionals, so we have a very ambitious goal for 2017: to be the one of the Top 3 banks to work for in the
majority of our core geographies (according to the relevant rankings).
Customers
Earn the loyalty of our retail and commercial customers; and improve our franchise. We have more than 100 million customers: 53 million are
active, but only 13 million are classified as loyal, that is, banking regularly with us. This presents us with a great opportunity and one we need to grasp.
For instance, if 40% of our total retail active customers were to become loyal in UK and Spain, and 25% in Mexico and Brazil, we could generate
two to three billion Euro of additional income. Critically, these would be satisfied customers, and that means a better and more sustainable revenue generation.
In the UK, for example, we increased the number of loyal customers from about 1 million to 3.3 million by rewarding their loyalty with
our innovative, transparent, value-adding products and services, such as the 1|2|3 world, for both existing customers and new customers. By having more loyal customers we were able to reduce the cost of our retail deposits and our Group profit
before taxes in the UK rose from £ 1,008m in 2012 to £1,612 in 2014 (+c.60%).
So we know how to earn and retain loyalty. Our task now is
to change how we do things, so that we increase the loyalty of retail and commercial customers across all our core markets in Europe and the Americas.
Our goal for 2017 is to have 17 million loyal retail customers 40% more than today and 1.1 million loyal SME customers.
Operational Excellence: We will continue to build on our operational excellence, starting with customer satisfaction. Our goal is to be within the top
3 group in customer satisfaction across our core markets.
Our digital offering is key to this. Only 28% of customers use our digital channels now: the
objective is to increase this to 45% in 2017. To achieve this, a number of initiatives have already started including a Multichannel Development Plan, Mobile First, the deployment of Smart ATMs and our unique Innoventures Fintech Fund.
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ANNUAL REPORT 2014 |
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MESSAGE FROM ANA BOTÍN |
The results of these initiatives are encouraging. In 2014 alone the number of digital customers across the Group
grew by 17%.
We will also continue to simplify internal processes and to improve the role of the Corporate Center in order to achieve our efficiency plan
targets of a Cost to Income of less than 45% by 2017.
In 2014 we improved this ratio to 47% from 48% in 2013. We are, for example, simplifying the group
structure from 15 to 11 divisions.
Shareholders
Reinforced capital and risk management. Even before our capital increase we were amongst the best in several important capital ratios, as shown by the
recent AQR and stress tests where we came out best-in-class.
Our 7.5bn capital increase was a huge success: 235 investors participated
with a total demand of above 11bn 79% of the demand coming from US and UK investors.
We did this for two reasons. First, we wanted to be able
to accelerate organic growth, with the new capital allowing us prudently to gain profitable market share now that most of our core markets are forecast to see economic growth once again.
Second, we wanted to be able to have in place a sustainable dividend policy and increase the cash component of the pay-out to between 30-40% of
recurrent earnings. Our cash dividend will go up from 1bn to 2.5bn.
Looking ahead, we will be amongst the best in overall capital
ratios, reaching a CET1 fully loaded of 10% in 2015 and a target 10-11% for 2017.
We will focus on organic growth mainly in Europe and the
Americas; be stricter in our capital allocation allocating capital to businesses with higher potential returns; and although acquisitions are not a priority, were we to consider an acquisition, we would be stricter in our criteria. Our goal
is a ROTE of 12-14% by 2017.
To achieve this, excellence in risk management is essential. We are working on a Group Wide Risk Management Program
to enhance our holistic and timely control of all types of risks. In our Risk Data Aggregation project alone we are investing 500m. Our goal is to continue to achieve a predictable risk profile, with NPLs below 5%.
The most important aspect of risk management, however, is strong corporate governance. Banco Santanders board of directors is fully involved in the
Groups risk oversight and management. Our modern, diverse and international board has broad knowledge of different sectors and the right balance between executive and independent directors (60% of the total), and 33% are women.
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ANNUAL REPORT 2014 |
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MESSAGE FROM ANA BOTÍN |
I would like to thank Fernando de Asúa and Abel Matutes for their invaluable contribution to the Bank
over many years.
Enhanced profitability. Our strategy of focusing on loyal customers will enable us to deliver higher growth than our peers and
improved profitability to our shareholders.
Our aim is to deliver higher EPS growth than peers.
Communities
Santander Universities lies at the heart
of our support for our communities. Since 1996 Banco Santander has invested more than EUR 1.0 bn in universities projects and has supported more than 160,000 students and professors through its scholarship program in countries where we operate.
Over the next four years we will invest EUR 700 million in universities; and we will continue to support charities and NGOs on a range of other
initiatives, including corporate volunteering.
The ultimate measure of success
I joined Santander in 1988, so I know well the Santander team and our businesses around the world. Over the last few months, we have made the necessary
changes both at executive and board level so that, together, we will become the best retail and commercial bank that earns the lasting loyalty of our people, customers, shareholders and communities.
Ultimately, the measure of our success will be that wherever we operate, our customers are the ones who champion our services and bring in new customers.
I am confident we will achieve this because each of us at Santander is committed to going the extra mile to serve our customers. I would like to thank
every member of our team: their hard work, commitment and loyalty to Santander are the foundation of our success.
Finally, I would like to thank you,
as one of our shareholders, and our board for the support and loyalty shown over the years. We can all be proud of what has been achievedbut our best days lie ahead.
Kind regards and all the best for 2015,
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Ana Botín Group executive
chairman |
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The measure of our success will be that wherever we operate, our customers are the ones who champion our services and bring
in new customers
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ANNUAL REPORT 2014 |
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MESSAGE FROM JOSÉ ANTONIO ÁLVAREZ |
Message from
José Antonio Álvarez
2014 was a year when the global economic situation improved, particularly in the developed economies, the
hardest hit by the financial crisis. The financial situation of both consumers and companies improved which, coupled with the measures taken by central banks, is facilitating access to credit.
The year, however, was not free of volatility and uncertainties, with geopolitical risks and falls in commodity prices. Interest rates continued to decline
globally, particularly in the euro zone where the ECBs benchmark rate was 0.05%. The regulatory environment also continued to evolve with new capital measures and new stress tests conducted by several of our regulators, which our Bank passed
in all cases better than the sectors average.
In this environment, Grupo Santander generated an attributable profit of 5,816 million in
2014, 39.3% more than in 2013. Attributable profit per share was 24.4% higher at 0.479.
We posted a higher quality profit, characterised by:
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Gross income rose in nine of the 10 core units, mainly due to the improvement in commercial activities. |
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Costs were controlled; they rose in the Group at below the average inflation rate, while absorbing investments in order to be able to grow. |
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Loan-loss provisions declined in seven of the 10 core units, particularly in countries hit by recession or affected by an economic downturn in the last few years. |
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All units increased their pre-tax profits in local currency for the first time since 2007, reflecting a differentiated management and one tailored to each countrys situation. |
As regards the balance sheet, the downward trend in lending was reversed and growth returned at Group level after several years of falling. Moreover,
this growth occurred in both individual customers as well as companies and in all the core countries except for Portugal. This was made possible thanks to the effort made to offer our customers new products and services.
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ANNUAL REPORT 2014 |
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MESSAGE FROM JOSÉ ANTONIO ÁLVAREZ |
On the liabilities side, we combined an increase in all the units with management focused on reducing the cost
of deposits, particularly in countries with interest rates at historically low levels.
In this way, the Group ended the year with a larger but
also more solid balance sheet:
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With better credit quality. The sharp fall in entries of non-performing loans was reflected in lower NPL ratios at Group level and in its main units, while the coverage ratio continued to increase.
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With a comfortable liquidity situation. The net loan-to-deposit ratio (LTD) of 113% remained within our comfort zone and we expect to comply ahead of schedule and amply with the short-term regulatory requirements
(liquidity coverage ratio or LCR), both at Group level and in the main subsidiaries. |
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With strengthened capital ratios via organic generation, the issue of additional Tier 1 capital and, in January 2015, a capital increase. |
Santanders balance sheet strength, recurrent results and low risk business model were underscored by the European Central Banks comprehensive
assessment of the European Unions largest banks. Two big conclusions can be drawn from the results of these tests:
1. |
Santander has a clean and prudently valued balance sheet. The Bank registered a marginal impact (200 million in a balance sheet of almost 1,300 billion), as a result of the Asset Quality Review
(AQR), the lowest among its European peers. |
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Our business model is less volatile than that of the rest of the banking sector and consumes less capital in unfavourable economic situations. In the adverse stress test scenario, we were the bank
with the least impact among our peers as we showed a 19,500 million capital surplus above the minimum requirement. |
In short,
the profit and balance sheet evolution increased Grupo Santanders profitability. Return on tangible capital (RoTE) was 1.4 p.p. higher than in 2013 at 11.0%, while return on risk weighted assets (RoRWA) improved to 1.3% and reached
levels that although comparing well with many of our competitors are still far from our potential.
For the first time since 2007, all units increased their pre-tax profit in local currency terms, reflecting our
differentiated management and one tailored to each countrys situation
The Group ended the year with a larger but also more solid balance sheet
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ANNUAL REPORT 2014 |
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MESSAGE FROM JOSÉ ANTONIO ÁLVAREZ |
The profit and balance sheet evolution increased Grupo Santanders profitability
Outlook by business unit
The economic outlook for 2015 is better than in recent years. In particular, we expect the European recovery to firm up and emerging countries to grow more
strongly. Banks, however, will continue to operate in a very complex environment of low interest rates and economic growth below that of the previous cycle.
The regulatory environment, meanwhile, will continue to evolve quickly in order to have stronger and more transparent banking systems. We are conscious of the
correctness of the objective, but also of the increasing complexity it generates and its impact on the structural profitability of banks in the coming years. Consequently, we believe that the regulator should assess the impact that the reforms and
the new environment have on economic growth and banks capacity to conduct on a sustained basis the function entrusted in them: to finance the economys growth and contribute to the wealth of households and companies.
The executive chairman explains in detail in her letter the Groups strategic priorities for the next few years. I will review the performance of the
main units in 2014 and their management priorities for 2015.
Developed markets
The transformation of the commercial franchise and the favourable economic environment
had a positive impact in 2014 on Santander UKs business, commercial revenues and provisions. Attributable profit was 30% higher at £1,270 million. Also noteworthy was the growth in lending to companies above that of the market, the
increased engagement of individual customers and the change of trend in mortgages (+1%).
These business dynamics, combined with our balance sheet
strength, represent an excellent foundation for tackling 2015, a year when we will maintain the main strategic lines: increase the number of engaged customers, demand deposit accounts and lending to companies by more than the market. We will also
continue to invest in digital technology, which we will combine with a further improvement in the efficiency ratio.
The year 2014 saw a return to profit and business growth. Attributable profit more than doubled
to 1,121 million, driven by a lower cost of liabilities, reduced costs and a fall in provisions from the credit risk improvement. Also of note was the growth in lending, for the first time since 2008, due to companies and SMEs, as well as
the strong rise in new mortgage lending.
In 2015, with a macroeconomic environment that will further improve, profit and profitability will continue to
normalise. With the integration completed, we will focus more on the commercial business, the quality of service and customer engagement. We also aim to increase our market share in the most attractive lending segments, where we believe we can again
surpass the sector. And the particular attention paid to improving the cost of credit and operational excellence will positively affect results.
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Santander Consumer Finance |
Santander Consumer Finance (SCF) is one of the areas that best performed
during the crisis, and better than its peers. Attributable profit in 2014 was 891 million, 12% more than in 2013, fuelled by greater lending and revenues and a very low cost of credit for its type of business.
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ANNUAL REPORT 2014 |
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MESSAGE FROM JOSÉ ANTONIO ÁLVAREZ |
We also reached agreements that enhanced our position and future growth potential. In 2015, the entry into force
of the agreement with Banque PSA Finance and of the business acquired from GE Nordics will consolidate our leadership in auto finance in various European countries, enabling us to enter markets such as France and Switzerland where we have not
operated until now.
The priority for the year will be to achieve a model integration of the new operations in order to extract all their potential,
without overlooking the growth of the rest of units and with spreads tailored to each market.
Santander USA posted an attributable profit of $1,061 million in 2014, similar to 2013.
It did not increase because of the higher minority interests of SCUSA after its stock market listing. Before these interests, profit was 4% higher due to the units varied strategies:
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Santander Bank, our retail and commercial bank in the north east of the US, focused its business growth on companies and auto finance, while repositioning its balance sheet in terms of profitability, by reducing
unproductive assets and cancelling long-term debt whose cost was above the markets. |
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SCUSA, our consumer finance unit, increased origination and sale of credits, following the agreement with Chrysler, as well as the weight of servicing in total business. |
Our two main objectives in 2015 are: on the one hand, continue to improve the commercial franchise in order to be in a position to gain market share in a
growing economy; on the other, strengthen governance and control structures by investing more in technology, risk and regulatory compliance, enabling us to fulfil the regulators requirements as quickly as possible. It will take time, but we
will build a better bank.
In a still weak market context, Santander Totta continues to be the countrys most
profitable bank. Attributable profit increased 65% to 189 million, with revenues, costs and provisions all contributing to this growth.
We
will continue to normalise profit in 2015. In an environment where competitors are in a situation of weakness, we have the opportunity to gain profitable market share in the next few years, growing in customers and revenues. We will see further
improvements in costs and lower provisions.
Emerging markets
In an environment of adjustment and low growth, we are improving our business model in order to
make it more sustainable, through increased commercial activity, greater engagement of customers, more recurrent revenues and lower risk.
The 2014
results began to reflect this strategy. Attributable profit rose 8% in constant currency to 1,558 million. The drivers of this growth were lower provisions and growth in costs well below the inflation rate. Revenues are still growing weakly
because of the change of mix to lower risk businesses and lower spreads, already reflected in the cost of credit.
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15 |
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ANNUAL REPORT 2014 |
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MESSAGE FROM JOSÉ ANTONIO ÁLVAREZ |
This year we are implementing measures to increase the number of engaged customers, keep on growing in the high
segment of companies and in those sectors where our presence is low, while continuing to improve efficiency. In addition, the acquisition of minority interests and investments in GetNet and Bonsuceso endorses the Banks confidence in the
countrys medium and long term potential, and will have a positive direct impact on results.
Santander Mexico continued in 2014 to expand and strengthen its franchise. As a result, pre-tax
profit rose 9% to 1,057 million at constant exchange rates, fuelled by higher gross income from business volumes and an improvement in the cost of credit. Attributable profit fell 3%, due to the higher tax charge.
We will combine in 2015 investments in the multi-channel business and in opening branches with the efficiency plan. The objective is to grow more than the
market, particularly in high income clients (Select), SMEs (Advance) and companies. We are ready to take advantage of the economic recovery and want to be one of the leading banks in financing the governments infrastructure plan.
Santander Chile made an attributable profit of 509 million, 35% more than in 2013 at
constant exchange rates. This was an excellent result generated by growth in target segments, lower provisions and the favourable impact on revenues of the UF portfolio, indexed to inflation, in a year when inflation was higher than expected.
The Bank focused on improving commercial management and customer engagement, which helped to boost customer satisfaction in all networks and channels. The
more expansive tone of monetary and fiscal policy in 2015 heralds an upturn in activity. The Banks strategy will continue to focus on perfecting the customer experience, transforming commercial and retail banking and deepening the relationship
model with companies and large corporations.
In a context of a sharp drop in interest rates, BZ WBK posted an attributable profit of
358 million, 7% more than in 2013 at constant exchange rates. Of note was the improvement in commercial revenues, distinguishing us from our peers, following the success of that commercial campaigns that enabled us to increase lending and
funds.
We face 2015 in a good market position, with the integration of BZ WBK and Kredyt Bank completed. We draw strength from our leadership in cards,
mobile banking and electronic banking, from our capacity to offer innovative solutions to individual customers and companies, and development of the Next Generation Bank strategic programme, whose main objective is to make BZ WBK the Bank of
first choice.
In a complex environment, Santander Río increased its attributable profit by 33%, to
298 million. We continue to be the leading private sector bank in volume terms, we have a very transaction-based business model and a solid balance sheet of low structural risk.
We will continue to develop in 2015 a strategy focused on improving our commercial position in order to fully exploit the countrys more developed
banking system, with greater emphasis on high income individuals, SMEs and transaction products.
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ANNUAL REPORT 2014 |
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MESSAGE FROM JOSÉ ANTONIO ÁLVAREZ |
Global businesses
Santander Global Banking and Markets posted an attributable profit of 1,614 million in 2014, 16% more than in 2013 in constant euros. Growth
was fuelled by customer revenues and lower provisions. The Group will continue to develop in 2015 its capacities to expand its presence in the segment of large multinationals that operate in our main geographic areas: Europe and the United Kingdom,
North America and Latin America.
Private Banking, Asset Management and Insurance continued to increase their contribution to the Group. This
business generated total revenues of 4,528 million including those paid to the commercial network, 7% higher than in 2013 with constant exchange rates and perimeter (10% of the Groups total). A key driver was the good performance of
our strategic agreements with product specialists in various countries in order to spur the insurance and asset management businesses in the coming years.
Conclusions
I will conclude with some basic ideas on
Santanders outlook for the next few years:
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We began 2015 with good dynamics in results and volumes. |
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We have comfortable liquidity and capital positions to be able to grow in an environment of greater activity in our core markets. |
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We know what to do in order to be commercially successful: make the customer the focal point of our management. |
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We will maintain our focus on operational excellence in order to streamline internal processes, transform the Bank digitally and improve efficiency and customer service. |
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We will strengthen risk management, a longstanding priority for Santander. |
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We will use capital much more efficiently and exit non-strategic businesses, focusing on growth areas. |
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Our ultimate objective is to improve the return on the capital employed. |
I expect the Groups profits to
normalise and return to pre-crisis levels. As the chairman indicated in her letter, we aspire to attain a return on tangible equity of between 12% and 14%, with most of the dividend distribution in cash and in accordance with the growth in
profits. This will have a positive impact on the value of our share.
In order to implement our strategy and meet our goals, we have an experienced
team and the capacities of adequate management, which we will continue to strengthen via the strategic Human Resources plan. Its objective is to make Santander the best bank to work for.
I am confident that, with the support and motivation of our employees and the confidence of our customers and shareholders, we will be able to achieve all the
goals set for 2015.
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José Antonio Álvarez Chief
executive officer |
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Our ultimate objective is to improve the return on the capital employed. We aspire to attain a return on
tangible capital of between 12% and 14%
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ANNUAL REPORT 2014 |
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CORPORATE GOVERNANCE |
Corporate
governance
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Balanced and committed
board |
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Equality of shareholders
rights |
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Maximum transparency, |
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Recognised by socially
responsible |
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particularly in the remuneration sphere |
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investment indices |
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Of the 15 directors, 10 are non-executive and five executive. |
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The principle of one share, one dividend, one vote. |
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This is key for generating shareholder and investor confidence and security. |
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Santander has been in the FTSE4Good and DJSI indices since 2003 and 2000,
respectively. |
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No anti-takeover measures in the corporate Bylaws. |
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Encourage informed participation by shareholders in meetings. |
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The board of directors
Banco Santanders board of directors is the top decision-making body, except for matters reserved for the general shareholders meeting. It is
responsible, among other things, for the Groups strategy. Its functioning and activities are regulated by the Banks internal rules, which are based on principles of transparency, efficiency and defence of shareholders interests.
The board also oversees compliance, taking into account the best international practices in corporate governance, and closely involves itself in the Groups taking of risks. In particular, the board, at the proposal of senior management, is the
body responsible for establishing and monitoring the Groups risk appetite.
The boards composition is balanced between executive and
non-executive directors.
There are 15 directors, five of which are executive and 10 non-executive. Of the 10 non-executive directors, nine are
independent and one proprietary.
All members are recognised for their professional capacity, integrity and independence. The non-executive directors are
noted for their financial expertise, wide knowledge of the markets where the Group operates and different sectors and customer attention models, from top executive positions.
The board held 16 meetings in 2014.
Remuneration policy
The remuneration policy for directors and the Banks senior management is based on the following principles:
1. Remuneration must be consistent with rigorous and prudent risk management.
2. Anticipating and adapting to regulatory changes in remuneration matters. The executive directors variable remuneration deferred period, as well
as that of other directors within the Groups identified category, are consistent with the provisions of the CRD IV.
3. Involvement of the
board, as, at the proposal of the remuneration committee, it approves the annual remuneration report for directors and submits it to the general meeting of shareholders on a consultative basis and as a separate item on the agenda.
4. Transparent information.
The boards total
remuneration increased 8.9% compared to the Groups profit growth of 39%.
In 2014, the board increased its gender and geographic diversity
For more information on corporate governance, see pages 68 to 99 of this annual report.
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ANNUAL REPORT 2014 |
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CORPORATE GOVERNANCE |
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Changes in the boards composition |
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On September 10, following the death of Mr. Emilio Botín-Sanz de Sautuola y García de los Ríos, the Banks board agreed to appoint Ms. Ana Botín- Sanz de Sautuola y
OShea executive chairman. |
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Mr. Bruce Carnegie-Brown, vice chairman, independent director,
lead independent director and coordinator of the non-executive directors. |
The board, at its meeting on November 25, appointed
Mr. José Antonio Álvarez Álvarez chief executive officer, in the place of Mr. Javier Marín Romano, and it also agreed the following appointments: |
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Ms. Sol Daurella Comadrán, as independent
director.
Mr. Carlos Fernández González, as independent director.
The new independent directors filled the vacancies occurred, including those produced by
the resignations of Mr. Fernando de Asúa Álvarez and Mr. Abel Matutes Juan. |
Mr. Rodrigo Echenique Gordillo, as vice chairman. In 2015, he was appointed
executive director responsible for compliance, as well as other functions that might be delegated in him by the executive chairman. |
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ANNUAL REPORT 2014 |
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CORPORATE GOVERNANCE |
Board of directors
of Banco Santander
1.
Ms. Ana Patricia Botín-Sanz de Sautuola y OShea
Executive chairman. Executive director
2.
Mr. José
Antonio Álvarez Álvarez
Chief executive officer and executive director
3.
Mr. Bruce
Carnegie-Brown
Vice chairman. Non-executive director (independent), coordinator of the non-executive directors and lead independent director
4.
Mr. Rodrigo
Echenique Gordillo
Vice chairman. Executive director
5.
Mr. Matías
Rodríguez Inciarte
Vice chairman. Executive director
6.
Mr. Guillermo de
la Dehesa Romero
Vice chairman. Non-executive director (independent)
7.
Ms. Esther
Giménez-Salinas i Colomer
Non-executive director (independent)
8.
Mr. Juan Miguel
Villar Mir
Non-executive director (independent)
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ANNUAL REPORT 2014 |
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CORPORATE GOVERNANCE |
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Executive committee
Executive risk committee
Audit and compliance committee
Appointments committee
Remunerations comittee
Supervision of risks, regulation and compliance committee
International committee
Innovation and technology committee |
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9.
Ms. Isabel Tocino Biscarolasaga Non-executive director
(independent)
10.
Mr. Javier Botín-Sanz de Sautuola y O Shea
Non-executive director (proprietary)
11. Mr. Carlos
Fernández González Non-executive director (independent)
12.
Mr. Ángel Jado Becerro de Bengoa Non-executive
director (independent)
13.
Ms. Sol Daurella Comadrán Non-executive
director (independent)
14.
Ms. Sheila C. Bair Non-executive director
(independent)
15.
Mr. Juan Rodríguez Inciarte Executive
director
16.
Mr. Ignacio Benjumea Cabeza de Vaca General secretary
and secretary of the board
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ANNUAL REPORT 2014 |
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CORPORATE GOVERNANCE |
Structure and internal governance of Grupo Santander
Model of subsidiaries
Grupo Santander is structured via
a model of subsidiaries autonomous in terms of capital and liquidity. The Groups parent company is Banco Santander whose registered office is in the city of Santander, Spain, and operating headquarters and corporate centre are in Boadilla del
Monte, Madrid.
The Groups model of subsidiaries is characterised by:
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The administration bodies of each subsidiary are responsible for rigorous and prudent management, ensuring economic soundness and overseeing the interests of shareholders and other stakeholders. |
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The subsidiaries are managed on the basis of local criteria and by local teams that contribute a lot of expertise of clients in their markets, while benefiting from the synergies and advantages of belonging to Grupo
Santander. |
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They are subject to the regulation and supervision of their local authorities, without detriment to that exercised by the European Central Bank on the Group. |
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Their deposits are guaranteed by the respective deposit guarantee funds of the countries where they are located. |
The subsidiaries are funded autonomously in terms of capital and liquidity.
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Capital: the local units are endowed with the capital required to conduct their business and meet regulatory requirements. |
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Liquidity: each subsidiary develops its financial plans and liquidity projections and calculates its funding needs without counting on the parent companys resources and guarantees. The subsidiaries obtain
liquidity autonomously in local and international markets on the basis of their needs. |
The Groups capital and liquidity needs are
coordinated in corporate committees. Intragroup exposures are limited, transparent and at market prices.
The subsidiaries autonomy limits the
contagion risks between the Groups different units, which reduces systemic risk. Each subsidiary has its own resolution plan.
Listed
subsidiaries
The Group has subsidiaries listed in their respective markets, always retaining a stake that gives it control.
The listed subsidiaries:
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Provide access to local funding sources. They are submitted to market discipline, which generates incentives for good management. |
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They guarantee a high level of transparency and corporate governance, and strengthen the Group brand in its respective countries.
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Grupo Santanders subsidiaries are autonomous in terms of capital and liquidity
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ANNUAL REPORT 2014 |
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CORPORATE GOVERNANCE |
Internal governance in Grupo Santander
Santander has an internal governance framework to which its subsidiaries adhere. This framework establishes the principles that govern relations between the
Group and its subsidiaries, and articulates:
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The Groups supervision and control mechanisms, and |
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The Groups participation in certain of the subsidiaries important decisions. |
In particular, the
subsidiaries formulate their risk appetite in line with the global framework agreed at the corporate level, which includes quantitative metrics and qualitative elements.
Under the internal governance framework, Banco Santander has drawn up common frameworks for certain functions notable among which are risks, capital,
liquidity, corporate governance, auditing, marketing of products and services, prevention of money laundering, and brand and communication which have been approved by the subsidiaries administration bodies.
The value of the corporation
Banco Santanders subsidiaries model is complemented by global support and control units that carry out functions to do with risk, auditing,
technology, human resources, legal matters, communication and marketing, among others. This adds value to the Groups different units through:
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Its international team, corporate culture and brand. The Groups more than 180,000 professionals throughout the world are at the service of 117 million customers. The Santander culture attaches
particular importance to fulfilling a purpose that is the same in all countries and businesses (helping people and businesses prosper) and how to achieve it in a Simple, Personal and Fair way. |
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Prudent risk management and capital strength. Santander comprehensively manages all risks and has units for global supervision and control. |
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Investment in innovation. The Groups size gives it a high innovation capacity to carry out the digital transformation. Santander also has mechanisms to transfer the best practices quickly from one market to
others. |
All these factors enable Santander to post better results and contribute more value than that which would be derived from the mere
sum of each of the local banks.
Santander has a value added structure which enables the Bank to obtain better results than that which would come from the sum of each of the local banks
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23 |
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY PURPOSE AND
BUSINESS MODEL |
Purpose and business model
Our purpose is to help people and businesses prosper
{ In order to fulfil this purpose, Santander has a customer-focused business model that is
unique among the major international banks.
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26 |
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY PURPOSE AND
BUSINESS MODEL |
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION |
Aim and value creation
{ Our aim is to be the best retail and commercial bank that earns the lasting loyalty of
our people, customers, shareholders and communities.
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION |
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Our six strategic priorities |
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2014 |
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2017 Targets |
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1
Be the best bank to work in and transform our culture: Simple, Personal and Fair |
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Number of core markets where the Bank is among the top three banks to work for (according to the relevant local rankings) |
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3 |
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6 |
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2
Increase the number of loyal individual customers and companies |
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Loyal individual customers (million) |
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12.2 |
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17.1 |
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Loyal corporate banking and SMEs customers (thousand) |
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767 |
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1,049 |
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Credit growth to customers |
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5 |
% |
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outperforming competitors in terms of growth |
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3
Operational excellence |
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Number of countries where the Bank is among the top 3 for customer satisfaction among its peers |
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5 |
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9 |
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Number of digital customers (million) |
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13.6 |
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25.0 |
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Cost-to-income ratio |
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47 |
% |
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<45 |
% |
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4
Capital strength and risk management |
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CET1 fully loaded capital ratio |
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9.7 |
% |
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10%-11 |
% |
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Non-performing loan ratio |
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5.2 |
% |
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<5 |
% |
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RoTE |
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11 |
% |
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12-14% |
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5
Enhanced profitability |
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Growth in earnings per share (EPS) |
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24 |
% |
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outperforming competitors in terms of growth |
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6
Santander Universities as the main support of communities |
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700 million for universities over the next four years |
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90,000 scholarships for students between 2015 and 2017 |
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Among the first 10 in the Dow Jones Sustainability Index |
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For more information, see Ana
Botíns message (pages 6-11).
Simple, Personal and Fair
Simple, Personal and Fair transmits how all Santanders professionals think and act and what our customers demand of us as a bank. It defines what guides
our actions and decisions and the way in which we must relate to our customers, shareholders and communities.
Simple, Personal and Fair is the way
to become the best bank for our customers and the best company for our employees.
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We offer a convenient service to our customers with products that are simple, easy to understand and uncomplicated. |
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We use clear, concise and understandable language. |
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We improve our processes every day for customers and professionals by simplifying procedures and eliminating unnecessary steps.
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We treat our customers in an individual and personalised manner by offering them products, services and tools so they can decide which ones best suit their needs. |
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We strive to make every customer feel unique and appreciated. |
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We are committed to our professionals and support them so they can develop their full potential and achieve their objectives.
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We treat our customers in a just and fair way, through transparency and resolving their complaints quickly and diligently. |
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We establish relations in such a way that both the Bank as well as employees, customers and shareholders obtain a profit, as we understand that what is good for them is also good for the Bank. |
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We meet our promises and take responsibility for the commitments made with our customers.
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > EMPLOYEES |
Employees
{ In order to be the best retail and commercial bank for our customers,
we must begin with our employees. If they feel proud of belonging to Santander and more engaged, they will be able to earn the lasting loyalty of our customers.
Santander launched in 2014 a strategic Human Resources plan whose main objective is to make Santander
the best place to work.
This plan revolves around seven elements and has a system of governance and monitoring for overseeing the
execution and impact of the initiatives included in each one of them.
Strategic Human Resources plan
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > EMPLOYEES |
Among the main projects launched during 2014 under this plan were:
Talent management
Santander drew up a harmonised and
homogeneous plan to identify and develop the Groups talent, as well as a succession plan that guarantees the viability of the business.
The
following steps were taken:
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Committees to assess talent, bodies that meet regularly and involve senior management: division executives, country heads and members of management committees. These committees analyse professionals, their career
path and future potential. In some cases, individual development plans are established to accelerate professional development. There were 143 of these committees in 2014. |
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Global job posting: a corporate platform that offers all the Groups professionals the possibility of knowing and opting for vacant positions in other countries. The objective is to facilitate employee
mobility, foster their
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development and make internal selection processes more transparent. More than 500 positions in various countries have been publicised since its launch in July 2014 and 60 offers of incorporation
made. |
Santander continued to be committed to gender diversity through various initiatives:
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Programmes such as Sumando Talento or Take the Lead for women in executive or pre-executive positions in all countries in order to foster the development of talent and female leadership. |
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In Spain, Banco Santander signed a voluntary agreement with the Ministry of Health, Social Services and Equality to increase the presence of women in executive and pre-executive positions in four years.
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The III Santander Woman and Company Meeting was held at the Banks headquarters in Boadilla del Monte with the title Other leadership perspectives. Close to 1,000 people attended.
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ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > EMPLOYEES |
Assessment
The new management performance model, launched in 2014 for corporate executives, includes the following developments:
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Independent measurement of objectives and powers including a 180° process of assessment involving direct reports as well as the persons immediate superior. |
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Incorporation of an objective of people management with a minimum weight of 15% which the 180° assessment will take into account. |
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Strengthening crossed or functional evaluation. |
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Elimination of the curve of differentiation of evaluations. |
Commitment
The Group launched for the first time a global survey of professionals in all countries in order to gauge their level of engagement, as well as the
organisational aspects they most value and those where there is room for improvement.
The global participation rate in the survey was 78% and the results
indicate that 70% of the Banks professionals have a high level of engagement (6 p.p. above the financial sectors average). Furthermore, 78% of professionals are proud to work for Santander and want to continue doing so for a long time.
Of note among the aspects most valued by employees are professional development opportunities, the Banks innovative spirit in developing products and services and the social benefits they can access. There are also areas of improvement
regarding flexibility, cooperation and recognition.
Communication
In order to foster the active listening of professionals and a more transparent and participative style of communication, two key projects were launched in
2014:
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Santander Ideas, the Groups first internal social network that enables professionals from all countries to share their ideas on strategic issues for the Bank, vote on them and comment on them. This channel
energises internal communication and fosters a culture of work focused on innovation, cooperation and participation, taking advantage of the diversity and collective intelligence of Santanders more than 180,000 professionals throughout the
world. |
More than 10,000 ideas were obtained from almost 25,000 participants in all the Groups countries, via the
three global challenges launched in 2014 related to customers, employees and branches. Of them, 213 were selected for implementation and 50 have already been put into effect in various countries.
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Somos Santander (We are Santander), a communications campaign that fosters the idea of a united and cohesive team, where the talent and commitment of all the Groups
professionals is vital for achieving sustainable growth that benefits our customers, shareholders and communities. |
The Semana Somos
Santander (We are Santander week) is one of the main events and enables professionals from all the Groups countries to become protagonists and celebrate the pride of working for Santander. Furthermore, during this week Santander volunteers
expressed their solidarity and in just one day collected 59 tonnes of food that was delivered to various NGOs throughout the world.
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > EMPLOYEES |
This was one of the corporate volunteer activities organised in all countries during 2014, involving 60,000
volunteers.
Customer-focused
Santander continued in
2014 to be committed to training its professionals, paying particular attention to developing training programmes and exchange of best practices that support the commercial transformation into a more customer-focused Bank. Of note were:
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Santander Retail and Commercial Banking College, whose purpose is to enhance the development and knowledge of its commercial and retail banking professionals via specialised training programmes by segment and/or
business in each country. |
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Santander Business Insights, conferences to disseminate good practices related to customers, both the Groups and those of external organisations. |
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Knowledge without limits, a new training platform for all the Groups professionals that provides access, in an open and participative way, to a wide variety of training resources and best internal and
external practices in order to give a better customer service. |
Recognitions
Among the recognitions obtained by Banco Santander in various countries during 2014 were the following:
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Santander UK obtained the Top Employer certification granted to those banks that attain the highest standards of excellence in the conditions they offer to their employees. The Bank was also recognised in the Top
50 |
Employers for Women for supporting gender diversity and in the Top 100 Graduate
Employers for being one of the preferred companies among university graduates.
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Santander Consumer Germany was recognised as Top Employer in the country and received the Total E-Quality Award for its initiatives in favour of diversity and equality of opportunity among its employees.
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In Argentina, Banco Santander was ranked first for the third year running in the Great Place to Work classification. |
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In Spain, the Bank obtained the following recognitions: |
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|
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The MercoPersonas 2014 ranking put Santander as the best bank to work for and the fourth best company in Spain. |
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The annual survey Empleadores Ideales, conducted by the Swedish consultancy Universum and which gathers the opinions of more than 16,000 Spanish students, put Banco Santander among the five favourite companies to
work for among business school students who also regard it as their preferred bank. |
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The survey by the consultancy Randstad among more than 8,000 potential candidates between the ages of 18 and 65 recognised Santander as one of the preferred places to work in Spain in the banking category.
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|
33 |
|
|
|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > CUSTOMERS |
Customers
{ We want to help our customers prosper and meet their goals. In order
to achieve this, the Banks more than 180,000 professionals strive every day to build long-term relationships that increase the satisfaction and loyalty of our customers.
In order to continue to increase the loyalty of customers with the Bank and provide them with excellent service,
we continued to work in 2014 on a commercial model that aims to offer value with simple and tailored solutions, via the most appropriate and efficient channels and with just and fair treatment.
Customer loyalty
Progress was made during 2014 in
improving knowledge of customers and adapting the attention model and solutions that the Bank offers to satisfy their demands.
Knowing our customers
In order to facilitate a personalised dialogue with customers that enables us to better understand their behaviour, expectations and needs, new management
tools and other initiatives were launched, such as events and group dynamics.
After the launch in 2012 of NEO CRM in Chile, it was introduced in 2014 in
Brazil, Spain and the US. It will be implemented throughout 2015 in Argentina, Mexico, Portugal, Poland and the UK.
The NEO CRM project is a novel
tool for organising commercial activity that enables us to gather and analyse the information of each customer and have a 360º vision of their performance and relationship with the Bank. This information enables customer needs to be anticipated
and tailored solutions to be offered.
|
|
|
|
|
Group customers |
|
|
|
|
Million |
|
|
|
|
Spain |
|
|
12.6 |
|
Portugal |
|
|
3.6 |
|
UK |
|
|
25.7 |
|
Poland |
|
|
4.3 |
|
Germany |
|
|
6.3 |
|
Rest of Europe |
|
|
10.3 |
|
|
|
|
|
|
Total Europe |
|
|
62.8 |
|
Brazil |
|
|
31.1 |
|
Mexico |
|
|
11.7 |
|
Chile |
|
|
3.6 |
|
Argentina |
|
|
2.5 |
|
Rest of Latin America |
|
|
0.5 |
|
|
|
|
|
|
Total Latin America |
|
|
49.4 |
|
|
|
|
|
|
United States |
|
|
4.7 |
|
|
|
|
|
|
Total customers |
|
|
117.0 |
|
|
|
|
|
|
New customer behaviours
|
|
|
Customer behaviour is changing due to greater access to new technologies |
|
|
|
Mobile phones have changed the way customers interact to the Bank |
|
|
|
Customers demand a more comprehensive and simple service and greater accessibility, seeking comfort and convenience when operating with the Bank
|
|
|
|
|
|
34 |
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ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > CUSTOMERS |
Specialised solutions
Banco Santanders commercial model aims to satisfy the needs of all types of customer: individuals with different income levels, companies of all sizes
and sectors, private corporations and public institutions.
Santander continued to innovate and develop solutions during 2014 for each customer type:
Individuals:
|
|
|
The Bank remained committed to Santander Select as the Groups differentiated value proposal for high income customers. This specialised attention model, with products and services tailored to suit
these customers needs, is already operating in all our markets. |
Moreover, by taking advantage of its international
franchise, Santander is able to make global value offers to these customers, such as the Débito Global Select card, which can be used to make cash withdrawals in the Banks more than 30,000 ATMs throughout the world without paying
a fee.
|
|
|
In the UK, the range of products of the 1|2|3 account continued to function successfully. There are more than 3.6 million customers with a high degree of engagement with the Bank. The 1|2|3 current account
reimburses in cash part of household bills and pays a better interest on large balances. |
In Spain, Poland and the US, similar products were
launched in 2013 and in 2014 in Germany.
Companies:
In order to turn the Bank into a strategic partner for growth in business with SMEs, various initiatives were developed including Santander
Advance, a programme that offers a powerful financial offer and other non-financial solutions to spur internationalisation, foster job creation, talent and training.
Santander Advance was launched in Spain, Mexico and Portugal in 2014, with the participation of more than 28,000 SMEs, and during 2015 will be extended
to the rest of the countries where the Group operates.
Also in the UK, the Breakthrough programme, launched in 2012, offers value added services and
alternative financing for SMEs to grow in this country. The results have been very notable and pushed up the Banks market share in SMEs from 3.5% in 2012 to 6.5% in 2014.
Santander is also promoting other initiatives that take advantage of its international scope and network:
|
|
|
Santander Passport is a specialised attention programme for companies with an international scope. These companies are recognised and served homogeneously as the Banks preference clients in all the
Groups subsidiaries. |
Santander Passport was launched during 2014 in eight countries (Argentina, Brazil,
Chile, Spain, Mexico, Portugal, the UK and Uruguay) and is expected to be operational in the rest of the Groups markets by the end of 2015.
|
|
|
|
|
|
|
|
|
35 |
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|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > CUSTOMERS |
|
|
|
Santander Trade is a unique platform in the financial sector that helps to internationalise the activity of companies, thanks to bringing business opportunities to the business community. It has been
launched in 12 countries: Argentina, Brazil, Chile, Spain, the US, Mexico, Poland, Portugal, Peru, Puerto Rico, the UK and Uruguay. |
The Bank strengthened this service in 2014 with Santander Trade Club, an online community that enables clients from various countries
to get in contact with one another in order to step up their international activity. More than 9,000 companies are currently involved, more than one million visits were registered and more than 50,000 data bases downloaded.
|
|
|
The new cooperation project between retail and commercial banking and wholesale banking (collaboration revenues) aims to put at the disposal of all the Banks customers the products and services that best suit
their needs and which, until now, were only available to large companies.
|
Operational excellence
Santander wants to provide its customers with excellent service and so in 2014 the Bank launched new initiatives that aim to improve processes from the
customers standpoint, incorporating the benefits brought by the digital transformation.
Multichannel and digital strategy
The digital transformation is a strategic priority for Banco Santander. During 2014, the Bank progressed in developing a multichannel distribution model that
facilitates customers relations with the Bank where they want, how they want and when they want.
The Bank also continued to work during 2014 on a
new model based on the concept of the multichannel branch.
In the case of branches, which are the main channel for forging and maintaining long-term
relations with customers, the objective is to have more modern and simpler spaces that combine the advantages of the use of technology with the proximity and professionalism provided by the Banks employees to customers.
Santander also strengthened its range of services via mobile phones, electronic banking and the contact centre.
|
|
|
Mobile First was promoted in the mobile phone sphere, which aims to improve the clients experience with initiatives such as the simple mobile banking in the UK (Smartbank), the mobile wallet in Spain
to manage payments from the smartphone, and the new mobile apps in Brazil, Germany, Poland, Uruguay, Puerto Rico and Portugal.
|
Benefits of Santander Passport
|
|
|
A global interlocutor that will tend to a company in any country with the support of local account managers |
|
|
|
Personalised attention with the support of local specialists in new markets |
|
|
|
Facilities to open an account or contract products |
|
|
|
Quick response to credit requests, as the Bank will have at its fingertips the risk analysis of the companys activity in different markets |
|
|
|
App Passport to access via mobile devices to all the advantages of Santander Passport |
|
|
|
|
|
36 |
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|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > CUSTOMERS |
|
|
|
|
|
|
|
|
|
Customer satisfaction |
|
% of active customers satisfied |
|
Bank |
|
End 2014 |
|
|
End 2013 |
|
Argentina |
|
|
86.8 |
% |
|
|
85.2 |
% |
Brazil |
|
|
70.6 |
% |
|
|
78.4 |
% |
Chile |
|
|
88.4 |
% |
|
|
85.4 |
% |
Spain |
|
|
85.0 |
% |
|
|
87.2 |
% |
Mexico |
|
|
95.0 |
% |
|
|
92.0 |
% |
Poland |
|
|
93.5 |
% |
|
|
96.7 |
% |
Portugal |
|
|
94.1 |
% |
|
|
93.8 |
% |
UK |
|
|
94.5 |
% |
|
|
92.3 |
% |
US |
|
|
80.8 |
% |
|
|
80.8 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
85.3 |
% |
|
|
86.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Of note in the online sphere was the launch of new commercial websites in the United Kingdom, Portugal, Spain and Argentina, the new online banking project in Brazil, the virtual advisor in Poland, which facilitates
advice at a distance to customers, and the digital manager in Spain. |
|
|
|
As regards the contact centres, of note is the success of the voiceprint in Mexico (customer identified by their voice). |
|
|
|
An extra push is being given to social networks in order to reach customers with offers of products and services in the appropriate place and moment. |
Customer satisfaction
One of Banco Santanders strategic
objectives is to have more satisfied customers. We believe that such customers use the Banks products more assiduously, their average savings balances are higher and the probability of them leaving is significantly lower than in the case of an
unsatisfied customer.
In 2014, 85.3% of Grupo Santanders active individual customers were satisfied. Of particular note was the increased
satisfaction of customers in Mexico, Chile, the UK and Argentina.
As for complaints, their number was 14% lower in 2014 than in 2013, reflecting
Santanders commitment to continuously improve customer attention and the quality of service. Among the main markets, those that most reduced the volume of complaints were Portugal, the UK, Chile, the US and Brazil.
As well as the programme to continuously improve quality, established in the Group years ago, an initiative was launched in
2014 to transform the customer experience for the main customer journeys.
This project, launched in the Groups 10 core markets, identifies the
customer processes that impact the most on their experience and redesigns them from the customers perspective.
A methodology is used whose basis is
the customers views and expectations and with the work carried out by many of the Banks areas a new experience is delivered to the customer.
At the moment the two to three main customer journeys in each country are being improved, such as the process of taking on a customer.
Innovation
Santanders commitment to innovation, in
response to the challenges that digital transformation represents for the business and our customers, is reflected in the following two initiatives:
|
|
|
Corporate unit of innovation, whose purpose is to plan and develop the Groups digital innovation strategy from a global perspective, taking advantage of the innovation capacities that already exist in the
different units and businesses. Of note among its functions is the global observatory, which analyses and consolidates the markets trends and best practices, and the laboratories, which conceptualise and execute projects using innovative
methodologies. |
|
|
|
The mutual fund Santander InnoVentures, with $100 million to invest in start-ups and innovative companies in the financial sector.
|
Simplification in the process of
registering customers
An initiative that aims to improve the customer experience during the first 90 days of their relationship with the Bank
Examples of progress in countries:
|
|
|
United Kingdom: simplifying documents delivered to the customer |
|
|
|
Spain: digital signing in a tablet |
Other Customers Journeys
Improvement in the various processes which are critical in customers daily interaction with the Bank
For example:
|
|
|
Mexico: paperless process for loans, beginning with the customers first visit and online pre-evaluation |
|
|
|
Argentina: incidents resolved immediately and via the same channel the customer uses to communicate it
|
|
|
|
|
|
|
|
|
|
37 |
|
|
|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > SHAREHOLDERS |
Shareholders
{Banco Santander pays particular attention to its shareholders and strives to reward them
with an attractive and sustainable dividend per share and return, and with a personalised service and attention model and regular and transparent information.
The base of Banco Santanders value proposal for its shareholders is a business model with a high degree of
recurring revenues, prudence in risks, efficient and with disciplined use of capital and financial strength.
Capital strength and risk management
Banco Santanders strategy focuses on organic growth and an efficient capital allocation among its businesses. The Bank is implementing an
enterprise wide risk management (Santander Advanced Risk Management) model, which will enable it to strengthen and improve its medium-low risk profile and reduce its NPL ratio below 5% by 2017.
The results of the stress test and the Asset Quality Review (AQR) conducted by the European Central Bank in 2014 showed that Santander has one of
Europes best-capitalised balance sheets.
|
|
The adjustment to Grupo Santanders levels of provisions resulting from the AQR was the lowest among its international peers (impact of 0.04 p.p. on its capital ratio). |
|
|
In the adverse scenario of the stress test, Santander was the bank whose capital was reduced the least among its international peers, representing a 20,000 million surplus above the minimum capital required
at that time. |
In 2015, Banco Santander has increased its capital by 7,500 million, through the issue of 1,214 million new
shares. The issue consisted of an accelerated book building process aimed at institutional investors. The new shares began to be listed on January 13, 2015 on the Spanish stock exchange.
This capital strengthening will enable the Bank to benefit from the strong growth envisaged in its core markets in 2016, taking advantage of the organic
growth opportunities and increasing lending and its market share. It will also make it possible to comply
ahead of schedule with the Basel III capital requirements, assuming then fully as of 2015 although they will
only be required as of January 2019.
As a result of this capital increase, the Bank will attain in 2015 a fully loaded capital ratio of around 10%,
making Santander one of the best capitalised banks at an international level, bearing in mind its geographic diversification and retail and commercial banking model that enable it to generate results with a low level of volatility.
International investors received the capital increase warmly, as shown by the speed with which it was carried out, the number of participating investors and
the high demand for the new shares. This operation is positive for shareholders, as earnings per share are estimated to improve as of 2016.
Main figures
of the January 2015 capital increase
|
|
|
7,500 million capital increase, representing 8.8% of the Banks capital after the transaction |
|
|
|
1,214 million new shares issued |
|
|
|
6.18 per share: placement price |
|
|
|
235 investors took part in the transaction |
|
|
|
11,000 million total demand for the new shares |
|
|
|
Operation closed after four hours |
|
|
|
79% of the demand for the new shares came from the US and the UK
|
The capital increase will enable the Bank to benefit from the growth envisaged in its core markets and be one of
the international banks with the strongest capital position
|
|
|
|
|
38 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > SHAREHOLDERS |
Enhanced profitability
The growth expectations in the main markets in which Santander operates enable us to anticipate a substantial improvement in the Banks profitability, as
shown by the sharp rise in profits in 2014 (+39.3%). The Groups objective is to increase its return on tangible equity from 11% in 2014 to 12-14% in 2017.
The amount assigned by Banco Santander to its shareholders charged to 2014s earnings will be 0.60 per share, if the proposal that the board
submits to the 2015 general meeting of shareholders is approved.
The Santander Scrip Dividend Scheme has enabled shareholders to opt to receive
their dividend in shares or in cash and allowed the Bank, during the years of the crisis, to recapitalise at the pace of the regulatory requirements.
Following the capital increase, Banco Santander decided to reformulate its dividend policy. In the context of the improvement in the economic growth scenario
and the change in tax regulations, which worsens the treatment of receiving a dividend in the scrip format, the board decided to set the remuneration per share charged to 2015s earnings at 0.20 per share, which will be paid, as
always, in four payments, three of them in cash and the other in shares or cash, at the shareholders choice.
In the coming years, the evolution of
the dividend will be in accordance with the growth in earnings, with the objective that the cash pay-out represents between 30% and 40% of the recurring profit, instead of the current 20%.
Shareholder remuneration in 2014 and 2015
|
|
|
|
|
February » 0.15 : Santander Scrip Dividend charged to 2013s earnings
May » 0.15 : Santander Scrip Dividend charged to
2013s earnings August » 0.15 : Santander Scrip
Dividend charged to 2014s earnings November » 0.15 :
Santander Scrip Dividend charged to 2014s earnings February
» 0.15 : Santander Scrip Dividend charged to 2014s earnings
May » 0.15 : Santander Scrip Dividend charged to 2014s earnings August » 0.05 : Cash dividend
charged to 2015s earnings November » 0.05 :
Santander Scrip Dividend charged to 2015s earnings
In the
coming years, the evolution of the dividend will be in accordance with the growth in earnings |
|
|
|
|
|
|
|
|
|
39 |
|
|
|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > SHAREHOLDERS |
Evolution of the Santander share
Santander continued to be the largest bank in the euro zone in 2014 by market capitalisation for the 12th
year running, and the 11th in the world, with a value of 88,041 million.
The Santander share
ended 2014 at 6.996 per share, 7.5% higher than a year earlier. This evolution outperforms that of the Ibex 35 (+3.7%), the Spanish blue chip index, and of the main international indices, such as the DJ Stoxx Banks (-2.8%) and the DJ
Stoxx 50 (+2.9%).
At the beginning of 2015, the Santander share was affected by the announcement of the Banks capital increase and by the
turbulence in the market due to political risks in Greece, the oil prices and the correction in the US monetary policy.
Shareholder base and capital
Number of shareholders
At the end of 2014, Banco
Santander had 3.2 million shareholders in more than 100 different countries.
Number of shares
The number of Banco Santander shares was 12,584,414,659 at the end of 2014, after four capital increases to tend to the demand of the four scrip dividend
programmes during the year. These entailed issuing a total of 880,057,105 new shares (7.8% of the capital at the beginning of the year). In addition, and in order to tend to the exchange of the offer for acquiring 13.65% of Santander Brazil,
370,937,066 shares were issued.
Milestones in 2014
|
|
|
|
|
|
|
January 30: presentation of
2013s results |
|
March 28: general shareholders
meeting |
|
May: final dividend, 2013 |
|
August: first interim dividend,
2014 |
|
|
|
|
|
40 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > SHAREHOLDERS |
The Santander share in the world
Listing in two new stock markets
The Santander share began to be listed on the Sao Paulo stock exchange on November 17 after the offer to acquire 13.65% of Santander Brazils
capital. This meant issuing new Banco Santander shares. The Santander share was also listed on the Warsaw stock exchange on December 3, bringing the number of markets where the share is traded to nine: the four Spanish markets, New York, Milan,
Lisbon, London, Buenos Aires, Mexico, Sao Paulo and Warsaw.
Shareholder relations offices
Banco Santander wants to listen to all its shareholders and, in order to do so, puts at their disposal, via shareholder relations offices, varied channels to
facilitate their communication with the Bank, including: shareholder mail box, telephone line, corporate website, the I am a shareholder website and the Santander Shareholders app.
Shareholders can send their comments and suggestions via these channels, while also receiving all the
information on the evolution of the share and of the Group. Also, 329 events were held with shareholders to inform them of the Groups results and offer them a personalised attention.
In 2014 :
32,034
e-mails tended to
227,968
telephone consultations received
339,049
letters
3,826,979
alerts sent via SMS
|
|
|
|
|
|
|
September 15: |
|
November 4: |
|
November 17: SAN share |
|
January 2015: |
extraordinary meeting of |
|
presentation of third |
|
publicly quoted in Brazil |
|
7,500 million |
shareholders |
|
quarter 2014 results |
|
|
|
capital increase |
|
|
|
|
|
|
|
|
|
41 |
|
|
|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > COMMUNITIES |
Communities
{ Banco Santander develops its business in a responsible way in order to contribute
greater value to its employees, customers and shareholders. We take into account the impact of our activity on the environment and we contribute to the economic and social progress of the communities in which we operate.
Banco Santanders commitment to society and the environment is manifested in two fundamental spheres:
1. Responsibility in developing its activity
Banco
Santander is aware of the enormous impact its regular activity has on the environment and is committed to acting responsibly.
|
|
It has a sustainability committee chaired by the chief executive officer, which is responsible for integrating sustainability within the Groups business model. |
|
|
It has developed corporate policies and rigorous processes of marketing products and services that aim to guarantee they are sold appropriately. |
|
|
It fosters compliance with the codes of conduct that govern the behaviour of its professionals. |
|
|
It measures the social and environmental risks in large credit operations. |
|
|
It has internal policies that govern the Banks activities in sensitive sectors, such as defence, energy and forestry. |
|
|
It complies with the highest standards of corporate governance as regards transparency, effectiveness and defence of shareholders interests. |
|
|
It promotes compliance with the United Nations Global Compact among its suppliers and manages purchase processes in a coordinated, efficient and sustainable way. |
|
|
It has implemented energy efficiency measures in all the Groups facilities and offers funding lines for the development of clean energy projects.
|
2. Commitment with the community
Santander shows its commitment to the society in which it conducts its business by investing in its development and social progress, with initiatives in
different spheres:
|
|
Education. A quality education for everyone is a guarantee of social and economic wellbeing. Banco Santander supports education as the engine of communities progress, particularly higher education. The
Santander Universities programme is the hallmark of the Groups social commitment. Moreover, the Bank promotes access to quality nursery education through various initiatives, some of which directly involve employees. |
|
|
Entrepreneurship and job creation. Santander promotes entrepreneurship and job creation, paying particular attention to the spheres of higher education and universities. The Bank has various business
incubation initiatives and promotion of young talent with entrepreneurial spirit, as well as programmes that contribute to strengthening the business fabric and sustainable development. |
|
|
Financial inclusion. Banco Santander pursues financial inclusion and the socio occupational integration of vulnerable collectives, in order to improve their quality of life and that of their environment.
Santander has microcredit programmes in Brazil, Chile and El Salvador. Furthermore, the Bank is firmly committed to financial education, conscious of the need to promote better knowledge of basic aspects of finance. |
|
|
Culture. Santander carries out intense activity to protect, preserve and disseminate art and culture. The Banco Santander Foundation in Spain and Santander Cultural in Brazil are the best examples of the
Groups cultural investment. |
Santander forms part of the main stock market indices that analyse and assess the companies activity in
the sphere of corporate social responsibility: the Dow Jones Sustainability Index (DJSI) in the bronze category, and the FTSE4Good
|
|
|
|
|
42 |
|
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|
|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION> COMMUNITIES |
Banco Santander
is the leading company in the world in education investment, according to the Varkey Foundation report in conjunction with Unesco
Santander Universities
Investment in higher education is a hallmark of the Banks social commitment and this support is articulated and managed via Santander Universities.
For 18 years Santander has maintained a long-term strategic alliance with universities, unique in the world. Santander cooperates in launching projects to
improve education, internationalisation and modernisation of universities, student and teacher mobility, the entry of students into the labour market and fostering an entrepreneurial culture in universities.
This cooperation is articulated via comprehensive cooperation agreements, support for international cooperation agreements between universities, encouraging
and cooperating with international academic networks, and backing global projects.
Of note among the main activities in 2014 were:
|
|
|
The 4th edition of the internship aid programme for professionals in SMEs in Spain, which made 5,000 grants. The success of this programme led to its launch, for the second time, in Argentina, the UK and Puerto
Rico. The programme facilitates the insertion of students in the labour market. Almost 50% of students who were interns under this programme had a work relation with the company at the end of the programme.
|
|
|
The Universia network also helps young people to enter the labour market. There were 2.8 million job offers in 2014 and 16 million job requests registered in the platforms of the work community.
|
|
|
Innovation and entrepreneurship is a key priority in the support that Santander Universities gives to the university community. Of note was the holding of the 10th edition of the Santander Universities prizes for
Innovation and Entrepreneurship in Brazil (20,100 projects presented) and the editions in Mexico, Argentina, Chile and Puerto Rico. Of note also is the organisation of Spin 2014, an international event held in Mexico City, in cooperation with Red
Emprendia, the Latin American university network of business incubation that promotes the transfer of knowledge, technological development, innovation and responsible entrepreneurship. |
|
|
|
Launch of the latest edition of the Santander Iberoamérica scholarship programmes, fulfilling the commitment made at the II Meeting of University vice-chancellors in Guadalajara,
Mexico, in 2010. |
|
|
|
|
|
|
|
|
|
43 |
|
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|
ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION > COMMUNITIES |
The III International Meeting of Vice-chancellors was held by Universia in 2014 in Rio de Janeiro,
attended by 1,109 vice-chancellors from universities in 32 countries who, during two days, debated the projection of universities and their capacity to respond to societys demands.
The conclusions of the different working sessions are set out in the 2014 Universia Rio Declaration, which details the main challenges and priorities facing
Latin American universities in the 21st century and along which is fostering entrepreneurship. This declaration was delivered by Ana Botín, executive chairman of Banco Santander, to Enrique Peña Nieto, the president of Mexico, King
Felipe VI of Spain and the Ibero-American General Secretariat in the
framework of the summit of heads of state held in December 2014 in Veracruz, Mexico.
At the Rio meeting, the Bank announced its commitment to invest 700 million in university support programmes over the next four years. Of it, 40%
will go on university entry scholarships and national and international student and teacher mobility; 30% on fostering research, innovation and university entrepreneurship; and the remaining 30% on supporting academic projects and initiatives to
modernise and incorporate new technologies to universities.
|
|
|
The 2014 Universia Rio Declaration Key
strategic areas and proposals for Latin American universities
1. Consolidation of the Ibero-American Knowledge Space.
2. Universities social and environmental responsibility.
3. Improvement of information on Ibero-American universities.
4. Attention to students expectations.
5. Continuous training of professors and strengthening of
teaching resources.
6. Guarantee for teaching quality and adaptation to social needs.
7. Improvement of research, transfer of its results and
innovation.
8. Extending internationalisation and mobility initiatives.
9. Full
use of digital technologies.
10. Adaptation to new outlines of organisation, governance and
funding. |
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See more information on
the 2014 Universia Rio Declaration
at: www.universiario204.com |
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY AIM AND VALUE
CREATION> COMMUNITIES |
Recognitions
Prestigious international organisations recognised during 2014 Banco Santanders commitment to society:
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The worlds greenest bank for the third time, according to the magazine Bloomberg Markets, which for the last four years has drawn up a ranking of the worlds greenest banks which assesses the financing
of renewable energy projects and the reduction of the environmental impact with energy efficiency measures. |
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Worlds most transparent bank, according to the NGO Transparency International, which drew up the second edition of its Transparency in Corporate Reporting index. Santander was classified in fifth place in
the ranking of the worlds most transparent multinationals and the first among international banks, thanks to the information provided on its anti-corruption programmes and organisational transparency. |
Other recognitions obtained during the year in countries where Santander operates include:
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Santander Brazil won the BeyondBanking award, in the Banking Planet category adapting and responding to climate change effects granted by the Inter-American Development Bank (IDB), for its Reduce and
Compensate CO2 programme. This award recognises the best financial institutions in the sustainability sphere in all of Latin America. |
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Santander Chile was recognised as the leading company in corporate governance by ALAS20 on its report on sustainability and responsible investments. It also obtained an award in the leading company in
sustainability and investor relations categories. |
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Santander UK attained a national award for the Community Plus programme of the Santander UK Foundation for being considered the best corporate foundation programme in the 2014 Corporate Engagement Awards, which
are granted to corporate social responsibility initiatives. |
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Santander Totta was recognised for its energy efficiency management plans at its headquarters, in the ninth edition of the EDP Electric Energy and Environment awards.
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Santander Chile:
financial
education
In order to promote financial education in an inclusive way, foster conducts such as responsible consumption, savings and good use of banking
products and services, various initiatives were developed for individuals and SMEs such as sanodelucas.cl, a digital and interactive platform with contents and tools, and the recently launched Financial Education Centre.
Santander Mexico:
nursery
education
The Bécalos project, in which the Bank has participated for many years in cooperation with the Mexican Banking Association and the
Televisa Foundation, promotes education in Mexico through granting scholarships to students and teachers in public schools.
Under Bécalos, 90 out
of every 100 students can attend the following school course. The Bank collected more than 53,000 in 2014 for this initiative via ATMs. The Bank, on its part, contributed 200,000. Over 200.000 students have benefited from this programme.
Santander Brazil:
microcredit programme
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Santander Brazil is the leading private bank and the second in microcredits in Brazil. It is present in more than 600 municipalities throughout the country. |
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The programme grants credits of 700-800, with maturities of around eight months, to charity groups formed by five to six people. |
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More than 300,000 people, 70% of them women, have benefited from this programme since 2002.
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY RISK
MANAGEMENT |
Risk management
{ Quality in risk management is one of our hallmarks and a priority area for action and
value creation.
During its more than 150 years of activity, Santander has developed a combination of prudence in risk management
together with the use of advanced techniques that have proven to be decisive in generating recurring economic results.
Grupo Santanders risk policy is focused on maintaining a medium-low and predictable profile for all of its
risks. Its risk management model is a key factor for achieving the Groups strategic objectives.
Grupo Santanders corporate risk
management principles
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Integration of the risk culture and involvement of senior management in managing and taking decisions on risks |
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An independent risk function |
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Comprehensive approach to all risks |
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Formulating the risk appetite of the Group and its units |
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Clear definition of attributions and decision- making via collegiate bodies |
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Use of common management instruments among countries |
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY RISK
MANAGEMENT |
The board is responsible for annually
establishing and updating the risk appetite
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Corporate governance of the risk function
The board is responsible for annually establishing and updating the risk appetite, monitoring the risk profile, and ensuring consistency between both. The risk
appetite is set for the whole Group, as well as for each of its main business units, in accordance with the corporate methodology adapted to each market. At the local level, the boards of the subsidiaries are responsible for approving the respective
risk appetite proposals once these have been validated by the Group. The executive
risk committee (ERC) is the Groups maximum executive body on risks and adopts decisions in the sphere of the powers delegated by the board to ensure that the Groups risk profile derived from the business strategy is aligned with the risk
appetite limits and global policies approved by the board. Under these powers, the DRC approves risk operations, sets the risk policies and monitors the profile of global risks, ensuring that the Group has the structure, resources and necessary
systems for adequately managing and controlling risks. |
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A new board committee was created in 2014 to supervise risks, regulation and compliance. Its functions are to support and advise the board on
defining and assessing the risk strategy and policies and in the Banks relation with supervisors and regulators in the various countries where it operates, supervise compliance with the general code of conduct and, in general, the Banks
rules of governance and compliance programme. Advanced Risk Management
(ARM) The Group launched the Santander Advanced Risk Management programme to
accelerate the implementation of its strategic projects to improve risk management and control capacity. The aim is to have comprehensive and integrated risk management at all levels of the organisation, efficiently aligning the strategic objectives
with a medium-low and stable risk profile. |
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The DRC delegates some of its powers in corporate risk committees, structured by risk type and activity, which facilitate an adequate scaling
process for taking final decisions and continuous monitoring of the risk profile. Moreover, both the executive committee as well as the Banks board devote particular attention to managing the Groups risks.
See pages 179-181 of this
annual report |
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47 |
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ANNUAL REPORT 2014 |
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1. BUSINESS MODEL AND STRATEGY RISK
MANAGEMENT |
Grupo Santanders risk profile
The risks that Santander faces as a result of its activity are: credit, market, liquidity, structural and capital, operational, conduct, compliance and legal,
model, reputational and strategic. We set out below a brief description of the main risks and their evolution in 2014.
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Definition |
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Risk profile |
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Evolution in 2014 |
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Credit risk
See pages 194-222 of this
annual report |
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This risk comes from the possibility of losses derived from total or partial failure to perform the financial obligations contracted with the
Group by its customers or counterparties. Other credit risk optics:
Credit risk from
activity in the financial markets.
Concentration risk.
Country risk.
Sovereign risk and
that with the rest of public administrations.
Environmental risk. |
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More than 80% of Grupo Santanders credit risk comes from
commercial and retail banking activities.
64% of the Groups loan portfolio has real guarantees.
High degree of
geographic diversification of risks.
Limited concentrations in clients, business groups, sectors, products and countries.
The largest
concentration in a loan portfolio in a particularly sector and country represents 16% of the Groups total risk and corresponds to residential loans in the UK.
The exposure to Spains sovereign risk represents only 3% of the Groups total
assets. Very
limited cross-border risk exposure, in line with the model of subsidiaries autonomous in terms of capital and liquidity.
High credit rating of the Groups assets. |
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The credit risk with customers increased in 2014, to 804,084
million, following two years of decreases.
The trend toward reducing loan-loss provisions and the cost of credit, which stood at
1.43%, was maintained.
The NPL ratio was reduced to 5.19% and the coverage ratio increased to 67%.
The net exposure to
run-off real estate risk in Spain was reduced by 2,015 million, to 7,320 million.
The adjustment in Grupo Santanders level of provisions as a result of the
ECBs Asset Quality Review (AQR) was marginal (200 million in a balance sheet of 1.3 trillion). |
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Liquidity and funding risk
See pages 245-258 of this
annual report |
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Liquidity risk is that incurred from potential losses that could arise as a result of a banks incapacity to obtain funding in the
market and/or from the higher financial cost of accessing new ways of funding.
Management of this risk aims to ensure the availability of the funds needed in adequate time and cost to tend to obligations and develop operations. |
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Liquidity management and funding is a basic element of the business
strategy. The
funding and liquidity model is decentralised and based on autonomous subsidiaries that are responsible for covering their own liquidity needs.
The needs derived from medium and long-term activity must be funded by medium and
long-term instruments.
High participation of customer deposits, as a result of an essentially retail and
commercial banking balance sheet.
Diversification of wholesale funding sources by: instruments/investors,
markets/currencies, and maturities.
Limited recourse to short-term wholesale funding.
Availability of a
sufficient liquidity reserve, which includes the discounting capacity in central banks to be used in adverse situations. |
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Net loan-to-deposit ratio in the Group at very comfortable levels
(113%). High
capturing of medium and long- term wholesale funds (issues and securitisations): 52,000 million via 18 issues in 15 countries and 13 different currencies.
Compliance ahead of schedule of regulatory ratios: at the end of the year, the liquidity
coverage ratio exceeded 100% in the Group and the main subsidiaries compared to 60% required as of October 2015.
The liquidity reserve stood at 230,000 million, after rising in the quantity
(+30,000 million) and quality of its assets. |
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48 |
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ANNUAL REPORT 2014 |
|
1. BUSINESS MODEL AND STRATEGY RISK
MANAGEMENT |
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Definition |
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Risk profile |
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Evolution in 2014 |
Market risk
See pages 223-244 of this
annual report |
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Market risk covers those financial activities where equity risk is assumed as a result of a change in market factors. This risk emanates from changes in interest rates, the inflation rate, exchange rates, equities, credit spreads,
commodity prices and volatility in each one of these factors, as well as the liquidity risk of the various products and markets in which the Group operates. |
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Santander maintains a moderate exposure to market risk.
Diversification
both in terms of risk factors as well as geographic distribution.
Trading activity centred on customer business.
The average VaR in
trading activity remained in a low range, in line with previous years.
Limited exposure to complex, structured assets.
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The VaR of trading activity in markets fluctuated in 2014 between
8 million and 24 million.
The most significant fluctuations were due to changes in the exposure to Brazils
exchange rate and to interest rates and credit spreads in Spains treasury. |
Operational risk
See pages 259-267 of this
annual report |
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The risk of losses resulting from defects or failures in internal processes, human resources or systems, or from external circumstances. In general, and unlike other types of risk, it is not a risk associated with products or
businesses. It is found in processes and/or assets and is internally generated (people, systems, processes) or as a result of external risks, such as natural disasters. |
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In the sphere of operational risk control and management, the Group
focuses on identifying, measuring/ assessing, controlling/mitigating and communicating.
Organisational model of control and management based on three lines of defence.
The Group has over
500 mitigation measures in place in response to the main risk sources.
The business continuity management system ensures the operation of processes in the
event of disaster or serious incident. |
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Progress was made on the evolution towards an advanced model (AMA) to calculate regulatory capital by
operational risk. |
Compliance and reputational risk
See pages 268-273 of this
annual report |
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Compliance risk
This is the risk of receiving sanctions, economic or otherwise, or being the object of another type of disciplinary measure by supervisory bodies, as a result
of not complying with laws, regulations, rules, standards of self-regulation or codes of conduct applicable to the activity developed.
Reputational risk
This is the risk linked to the perception that the various stakeholders have of the Group, both internal and external, in the development of its activity, and
which can have an adverse impact on results or expectations of business development including, among others, legal, economic and financial, ethical, social and environmental aspects. |
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Explicit declaration of zero tolerance in matters of compliance and
reputational risk.
The Groups compliance programme focuses on:
Prevention of money
laundering and financing of terrorism.
Marketing of products and services.
Conduct in the
securities markets.
Prevention of penal risks.
Relations with
regulators and supervisors.
Drawing up and disseminating the Groups institutional information. |
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In the sphere of money laundering 22.9 million transactions were
analysed and training courses given to 129,233 employees.
The corporate committee of marketing analysed a total of 103 new products/ services.
12,000 Group
employees are subject to the Code of Conduct in the Securities Markets.
Banco Santander made public 90 material facts. |
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49 |
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ANNUAL REPORT 2014 |
|
2. 2014 RESULTS ECONOMIC, BANKING AND
REGULATORY ENVIRONMENT |
Economic, banking and regulatory
environment
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International economic environment
The global economy grew by around 3.3% in 2014, in line with 2013 but with important differences. On the one hand, the developed economies grew more strongly
which was offset by more moderate growth among the emerging economies. On the other, the differences in cyclical positions between the developed countries and among the emerging ones were more accentuated.
The United
States is in a solid expansion stage. The economy grew at above its potential rate, as a result of which unemployment and the excess of installed capacity were reduced substantially. Inflation remained low. In these |
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devaluation, labour market reforms and restructuring of the financial system.
Germanys growth eased as the year progressed, while maintaining the
strength of its labour market and the high level of competitiveness of its exports.
Poland grew strongly in 2014, although the economy lost steam in the last part of
the year due to the conflict in the Ukraine (which hit Polands trade with East Europe) and the euro zones modest growth. |
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The developed economies grew more strongly, while the emerging ones moderated their growth |
conditions, the Federal Reserve concluded its bond-buying programme, without abandoning the expansive tone of its
monetary policy.
The United Kingdom performed very positively in 2014. Inflation consolidated at
below 2%, enabling the Bank of England to hold its discount rate at 0.5%.
The euro zone registered a slow recovery. Inflation was close to 0%, which led
the ECB to cut its benchmark rates and launch new quantitative easing measures in the form of injecting long-term liquidity (TLTROs) and purchases of securities issued by the private sector.
Spain grew
clearly above the euro zone average in 2014. Job creation, which began in the fourth quarter of 2013, was consolidated and produced a gradual decline in the unemployment rate. The recovery is the result of the adjustments and reforms made in the
public and private sectors in the last few years, notably among which has been the improvement in competitiveness, via internal |
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ANNUAL REPORT 2014 |
|
2. 2014 RESULTS ECONOMIC, BANKING AND
REGULATORY ENVIRONMENT |
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»In the United States and the United Kingdom, consolidation of the recovery was particularly noticeable
»In the euro zone, the pace of growth was moderate, with Spain growing faster than
the European average »In Latin America, growth slowed but by varying
degrees |
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In Latin America, growth slowed in 2014 (1.3% vs. 2.7% in 2013) in an international environment characterised by the normalisation of monetary policy in the US, lower growth in China and less favourable terms of
foreign trade than in the past. Despite this lower growth, inflation rose, as a result of several supply shocks and the impact of the depreciation of Latin American currencies. |
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Brazil recorded moderate growth, despite which the jobless rate remained very low. The first measures announced by the new government were positively valued by the markets. |
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The Chilean economy slowed down, which allowed for more expansive monetary (benchmark interest rate at 3%) and fiscal policies. |
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Mexico was on an upward growth trend during 2014, thanks to the strong trade links with the US and the expectations raised by the major structural reforms. |
The main international institutions foresee an upturn in the global economy in 2015 which would gain steam in 2016.
Financial markets and exchange rates
In general, financial conditions improved substantially. The advances mainly occurred in the first half of the year when the global perception of risk declined
substantially, stock market indices registered widespread gains, public and private debt risk premiums fell sharply, access to capital markets was more fluid and the conditions of bank credit in developed economies eased.
This performance was linked to central banks monetary policies, which resulted in abundant liquidity and in the consequent search for profitability.
Another important factor was the progress in the European Banking Union and the idea that the most extreme risks were a thing of the past.
In the second
half of 2014 there was a correction and a greater differentiation in the performance depending on the nature of the asset and the prospects of each economy in the face of the downgrading of global growth forecasts, the end of the US bond buying
programme and the notable fall in commodity prices, particularly in the case of oil.
Exchange rates registered important changes during 2014. The dollar,
in particular, appreciated sharply against the euro and against the main Latin American currencies.
Financial conditions improved substantially and exchange rates registered important changes during 2014
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53 |
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ANNUAL REPORT 2014 |
|
2. 2014 RESULTS ECONOMIC, BANKING AND
REGULATORY ENVIRONMENT |
Banking sector environment
The most important development for the banking systems in which Santander operates was the progress toward the Banking Union in the euro zone. The ECB assumed
the function of supervisor of all euro zone banks and directly for the 120 most important (82% of the systems total assets).
Before beginning this
task, it conducted an exhaustive health check of the banks assets and liabilities. The assessment included two key elements: an Asset Quality Review and a simulation of the impact of different macroeconomic scenarios on the solvency of banks
(stress test). Of the 123 banks analysed, only 13 recorded a net deficit of capital (9,475 million total) when the results were announced.
2014
represented a turning point for European banks, thanks to the assessment of their balance sheets and the preparatory work by the banks, which strengthened their solvency decisively.
This was reflected in a clear improvement during the year in the confidence in the European financial system.
Economic weakness, meanwhile, continued to weigh on business and the low interest rates continued to exert downward pressure on results. Even so, the trend of improvement during the year in the evolution of credit and the cost of credit is expected
to support a gradual improvement in spreads in 2015.
2014 represented a turning point toward a clear improvement in the confidence in the European financial system,
thanks to the ECBs assessment of their balance sheets
Analysis of European banks
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123 banks with 28 trillion in assets (70% of the European
banking system)
Asset Quality Review: average European banking impact on CET1 of -40 b.p. but only -4
b.p. for Santander. |
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Stress test: European banking impact on CET1 of -260 b.p. in the
adverse scenario (Santander -139 b.p.).
13 banks with capital needs of 9,475 million did not pass the test. |
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See pages 174-176 of this annual
report |
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54 |
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ANNUAL REPORT 2014 |
|
2. 2014 RESULTS ECONOMIC, BANKING AND
REGULATORY ENVIRONMENT |
Regulatory context
At the international level, the Financial Stability Board progressed in drawing up the crisis management framework to be applied to globally systemic
banks (G-SIBs). The most novel element of these frameworks is the requirement of a minimum total loss-absorbing capacity (TLAC) to recapitalise an institution in the event of resolution. During 2015, an impact and market study will be developed to
close the TLAC definition and calibration by the end of the year.
In Europe the crisis management directive was approved. This directive constituted a
significant advance in the ordered resolution of banks in Europe and helped to break the feedback loop between banking and sovereign risk, by making bank creditors the first to absorb losses and reduce to the maximum the possibility of using public
funds in the case of a banking crisis.
Another sphere of intense regulatory activity was the review of the capital requirement frameworks for credit,
market and operational risk, both of standard as well as advanced models, which the Basel Committee is developing. This work is expected to be completed before the end of 2015. On its success will depend the role of risk sensitive requirements
is maintained in the prudential framework or, on the contrary, a greater weight is given to non-risk sensitive measures such as the leverage ratio. Meanwhile, in Europe, the European Banking Authority (EBA) continued to issue standards and
guidelines to guarantee a harmonised implementation in the European Union of the minimum capital requirements. All this work will be key for
reducing the changes in capital requirements. All this work will be key for reducing the variability in capital
requirements across banks not justified by their different risk profile. This will also help to guarantee a level playing field and meaningful comparisons.
The year in Europe was marked by progress in the Banking Union. The ECB assumed its supervision responsibilities in the euro zone on November 4.
Furthermore, the regulations of the Single Resolution Mechanism (SRM) and of the Single Resolution Fund were approved.
The European Commission published
in January 2014 its proposed regulations for structural reform that ban proprietary trading and the possibility of requiring separation of market making in some cases. The European Parliament and Council will continue to advance in these
negotiations during 2015. As well as the UK, France, Germany and Belgium have also approved laws separating banking activity (fundamentally the separation and/or prohibition of proprietary trading) that will enter into force during 2015.
As regards investor protection, of note was the publication of MiFID II, which will come into force in January 2017. The European Securities Market
Authority (ESMA) and the European Commission are developing it.
The year in Europe was marked by the
launch of the single supervisor
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55 |
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ANNUAL REPORT 2014 |
|
2. 2014 RESULTS
HIGHLIGHTS |
Highlights
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Balance sheet (Million euros) |
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2014 |
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2013 |
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% 2014/2013 |
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2012 |
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Total assets |
|
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1,266,296 |
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1,134,128 |
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11.7 |
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1,282,880 |
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Net customer loans |
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734,711 |
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684,690 |
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7.3 |
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731,572 |
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Customer deposits |
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647,628 |
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607,836 |
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6.5 |
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626,639 |
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Managed customer funds |
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1,023,437 |
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946,210 |
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8.2 |
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990,096 |
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Stockholders funds |
|
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80,806 |
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70,326 |
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14.9 |
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71,797 |
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Total managed and commercialised funds |
|
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1,428,083 |
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1,270,042 |
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|
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12.4 |
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1,412,617 |
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Income statement1 (Million euros) |
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2014 |
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|
2013 |
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%2014/2013 |
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2012 |
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Net interest income |
|
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29,548 |
|
|
|
28,419 |
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4.0 |
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31,914 |
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Gross income |
|
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42,612 |
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|
41,920 |
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1.7 |
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44,989 |
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Pre-provision profit (net operating income) |
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22,574 |
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21,762 |
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3.7 |
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|
|
24,753 |
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Profit before tax |
|
|
9,720 |
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|
7,362 |
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32.0 |
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|
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8,942 |
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Attributable profit to the Group |
|
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5,816 |
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|
|
4,175 |
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39.3 |
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|
|
2,283 |
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|
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EPS, profitability and efficiency (%) |
|
2014 |
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2013 |
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|
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|
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2012 |
|
Attributable earnings per share (euros) |
|
|
0.479 |
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|
|
0.385 |
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|
|
24.4 |
|
|
|
0.234 |
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RoE2 |
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7.0 |
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|
|
5.8 |
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|
|
|
|
|
|
3.1 |
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RoTE2 |
|
|
11.0 |
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|
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9.6 |
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5.2 |
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RoA |
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0.6 |
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0.4 |
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0.3 |
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RoRWA3 |
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1.3 |
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|
|
|
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Efficiency ratio (with amortisations) |
|
|
47.0 |
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|
|
48.1 |
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|
|
|
|
|
|
45.0 |
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Solvency and non-performing loans (%) |
|
|
|
|
|
|
|
|
|
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CET 1 fully loaded 3
4 |
|
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9.7 |
|
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|
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|
|
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CET 1 phase-in 3 4 |
|
|
12.2 |
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|
|
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|
|
|
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Non-performing loan (NPL) ratio |
|
|
5.2 |
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|
|
5.6 |
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|
|
|
|
|
4.6 |
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Coverage ratio |
|
|
67.2 |
|
|
|
64.9 |
|
|
|
|
|
|
|
75.4 |
|
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|
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The share and capitalisation |
|
2014 |
|
|
2013 |
|
|
%2014/2013 |
|
|
2012 |
|
Number of shares (million) |
|
|
12,584 |
|
|
|
11,333 |
|
|
|
11.0 |
|
|
|
10,321 |
|
Share price (euros) |
|
|
6.996 |
|
|
|
6.506 |
|
|
|
7.5 |
|
|
|
6.100 |
|
Market capitalisation (million euros) |
|
|
88,041 |
|
|
|
73,735 |
|
|
|
19.4 |
|
|
|
62,959 |
|
Shareholders funds per share (euros) |
|
|
6.42 |
|
|
|
6.21 |
|
|
|
|
|
|
|
6.99 |
|
Share price/shareholders funds per share (times) |
|
|
1.09 |
|
|
|
1.05 |
|
|
|
|
|
|
|
0.87 |
|
PER (share price/attributable earnings per share) (times) |
|
|
14.59 |
|
|
|
16.89 |
|
|
|
|
|
|
|
26.10 |
|
|
|
|
|
|
Other figures |
|
2014 |
|
|
2013 |
|
|
%2014/2013 |
|
|
2012 |
|
Number of shareholders |
|
|
3,240,395 |
|
|
|
3,299,026 |
|
|
|
(1.8 |
) |
|
|
3,296,270 |
|
Number of employees |
|
|
185,405 |
|
|
|
186,540 |
|
|
|
(0.6 |
) |
|
|
189,460 |
|
Number of branches |
|
|
12,951 |
|
|
|
13,781 |
|
|
|
(6.0 |
) |
|
|
14,238 |
|
1. |
Changes excluding the impact of exchange rates: net interest income: +8.8%; gross income: +6.2%; pre-provision profit: +9.1%; attributable profit: +49.3%. |
2. |
RoE: Attributable profit to the Group/(Average capital+reserves+retained earnings+valuation adjustments). In 2014, proforma data including the January 2015 capital increase of 7,500 million. RoTE: Attributable
profit to the Group/(Average capital+reserves+retained earnings+valuation adjustments-goodwill-intangible assets). In 2014, proforma data including the January 2015 capital increase. |
3. |
The previous years figures are excluded because they are not compatible due to the new CRD IV directive. |
4. |
In 2014, proforma data including the January 2015 capital increase. |
|
|
|
|
|
56 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS HIGHLIGHTS
|
|
|
|
|
|
|
|
|
|
57 |
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
Results by countries and businesses
Spain
|
|
|
Santander Spain has retail, commercial, wholesale, private banking and online banking (OpenBank) business. Its market share in loans is 13.5% and 14.8% in savings. |
|
|
|
|
|
|
Aim:
Be the best bank for our customers and the best place to work.
We want to maintain our current position in the segment of high income individuals (Select and Private Banking) and grow our position in SMEs. Increase
the loyalty and satisfaction of our individual customers. Drive innovation and digitalisation in order to be the best bank in the market. And strengthen excellence in service quality by streamlining critical processes. |
|
|
|
|
|
2014 highlights
Santander Spain granted some 400,000 credits and loans for a total amount of
34,000 million (+84 b.p. in market share).
In a challenging economic and financial environment, but with a small and gradual upturn
during the year, the strategy focused on:
Launching the Santander Advance project for SMEs with a financial and non-financial
offer that has brought considerable recognition to the Bank, thanks to the activities organised with customers.
Attract new customers and greater engagement with current ones. In order to improve the
customer experience, the We want to be your Bank programme was transformed so that it is better adapted to each customer profile.
Manage customer funds (+5%), which has largely shifted from deposits to mutual funds,
consolidating leadership in investment funds. |
|
Net interest income increased 9.4% in the year, mainly due to the reduction
in the cost of funds. Operating costs were down 6.7% and the synergies envisaged and communicated to the market at the time of the merger were surpassed. Provisions fell sharply.
Integration of Santander, Banesto and Banif
The integration ended in July, ahead of schedule. All private banking clients were
incorporated to the attention model that Banif had. We took advantage of the
integration to optimise segmentation and specialisation of branches, with a particular emphasis on private banking, Select and company banking, and increasing coverage in specialised portfolios to almost 100%. |
|
Employees 24,979
Customers (Million)
12.6
Branches 3,511
Loans1 2
157,047 (+2%)
Attributable profit1
1,121 (+141%)
1. Million euros
2. Change without repos
Contribution to Group profit 14%
|
|
|
|
|
|
58 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
Poland
|
|
|
|
|
Bank Zachodni WBK is the countrys third largest bank by market share in loans (7.5%) and deposits (8.3%). |
|
|
|
|
Aim: To increase our market share and to maintain our leadership in terms of profitability. |
|
|
|
|
|
2014 highlights
The Groups business
model in Poland focuses on commercial and retail banking, with a noteworthy presence in asset management, stockbroking, factoring and leasing. The Bank provides services to corporate clients and has the Global Banking & Markets unit that
provides services to international clients.
The Bank continues to offer innovative and tailored solutions, not only to attract new
customers, but also to deepen already |
|
existing relations. The objective is to improve transaction banking and increase in this way the Banks market
share. The strategic programme Next Generation Bank continued to develop the Bank at all levels, with the focus on customers and their satisfaction, so that it becomes the bank of first choice.
The integration of BZ WBK
with Kredyt Bank was completed, with an effective management of costs and gains in productivity and commercial activity.
Lending (+7%) and funds (+10%) grew in 2014, following the success of commercial
campaigns. The funding structure was improved, with a net loan-to-deposit ratio of 84%. The efficiency ratio was 42.2%.
Bank Zachodni generated the largest amount of returns for its shareholders between 2004 and
2013 of all the banks listed on the Warsaw stock market, and was first in the Zlota Akacja ranking (Golden Share) of the WIG banks index. |
|
Employees 11,971
Customers (Million)
4.3
Branches 788
Loans1 2
16,976 (+7%)
Attributable profit1
358 (+7%)
1. Million euros, change in local currency
2. Change without repos
Contribution to Group profit 6%
|
Portugal
Santander Totta is
the third largest private sector bank by assets in Portugal and the
leader in terms of attributable profit.
Aim: To be a reference in customer service quality, to grow in market share and to be the most profitable local bank.
|
|
|
|
|
2014 highlights
Santander Tottas
market share in loans is 10.7% (+46 b.p. in 2014) and 10.4% in mutual funds plus deposits (+73 b.p.).
Its strategy is to remain focused on increasing profitability and market shares in the company
segment. Priority objectives are to manage net interest income, both assets and liabilities, and control non-performing |
|
loans. The Bank is the leader in customer satisfaction.
The Bank has been active
in the international markets through two covered bond issues: the first, in March, of 1,000 million with maturity at three years; and the second, in June, of 750 million at five years. The Bank reduced its exposure to the
European Central Bank.
Deposits rose 4% and mutual funds 21%. Lending fell 5% in a deleveraging environment.
Gross income increased
4.3% and operating costs remained very controlled (-0.9%). Loan-loss provisions evolved well (-35.7%).
In 2014, Santander Totta was named Best Bank in Portugal by Euromoney and Global
Finance and Bank of the Year by The Banker. |
|
Employees 5,410
Customers (Million)
3.6
Branches 594
Loans1 2
23,180 (-5%)
Attributable profit1
189 (+65%)
1. Million euros
2. Change without repos
Contribution to Group profit 2%
|
|
|
|
|
|
|
|
|
|
59 |
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
Santander Consumer Finance
With a position of leadership in Europes consumer finance market, SCF specialises in
auto finance and offers personal credits, loans to buy durable goods and credit cards.
|
|
|
|
|
Aim:
Maintain the consumer finance industry leadership at a European and local level, increasing profitability and creating value
We aim to extend and maximise captive car finance, resume growth in consumer loans,
continue with efficiency leadership, and maintain diversified funding and solid capital ratios. |
|
|
|
|
|
SCF provides financing solutions so that clients can buy goods through more than 120,000 associated points-of-sale. It also has 65 finance
agreements with car and motorbike manufacturers, as well as various cooperation agreements with large retail distribution groups.
In an environment of the beginning of a recovery in consumption and car sales, SCF continued to gain market share, backed by a business model whose pillars are
geographic diversification and critical mass in key products, higher efficiency than its competitors and a risk control and loan loss recovery management system common to all the markets in which it operates, which translates into a high credit
quality. Solid
results supported by growth in commercial revenues (+6.4%) and lower loan-loss provisions (-3.7%).
The main units evolved well in profits. Of note was the growth in Poland and in the Nordics
and the recovery in the euro zone periphery countries, led by Spain.
Lending increased 9%, supported by growth in the markets of central and northern Europe, and
with Spain showing signs of improvement. The cost of credit was below 1%, the NPL ratio 4.82% and the coverage ratio 100%. |
|
The agreements materialised in 2014 strengthen SCFs position in its markets:
The agreement with
Banque PSA Finance (PSA Peugeot Citroën Group) will enable it to bolster leadership in auto finance in various European countries and enter the French and Swiss markets.
SCF is the leader in auto
finance and consumer credit in Spain, and strengthened its position in the latter segment after acquiring 51% of Financiera El Corte Inglés.
In the Nordics, SCFs leadership in auto finance was joined by that in direct lending and
cards after buying GE Moneys business in Norway, Sweden and Denmark.
Germany
SCF is the consumer finance leader in Germany (market share of 14% in term credit). By business lines, it is the leader in financing consumer durables and
second in auto finance and direct lending. It also has commercial banking businesses. |
|
Employees 13,046
Customers (Million)
16.6
Branches 579
Loans1 2
60,448 (+9%)
Attributable profit1
891 (+12%)
1. Million euros
2. Change without repos
Contribution to Group profit 11%
Germany 5% |
|
|
|
|
|
60 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
United Kingdom
|
|
|
Against a backdrop of economic recovery, Santander UK is well placed to accelerate its growth, strengthen relations with customers and push its business with corporates in 2015. |
|
|
|
|
|
|
Aim:
To be the best bank for our employees, customers, shareholders and communities.
Santander UKs strategy centres on increasing the number of loyal and satisfied customers; becoming the bank of choice for UK companies and growing in the
wholesale banking business; and maintaining a solid base of profitability, while continuing to invest in technology, advance in digital transformation, improve efficiency and foster the risk culture across the organisation. |
|
|
|
|
|
Santander UK has a growing presence in current accounts, thanks to its innovative 1|2|3 World accounts, and is increasing its lending in both
corporate banking and with SMEs, which currently represents 6.6% of loans to customers.
Its objective is to become a more diversified bank, capable of providing all types of service to cover the financial needs of individuals, households and
companies. 2014 highlights
Gross income grew 7.7% in
local currency, largely due to the improvement in margins on mortgage interest rates and growth in loans to SMEs and mid corporates, with underlying cost efficiency well managed. Provisions fell 45.7%.
Santander UK
successfully increased the number of customers who have their main current account and hold more than one product. There was a large rise in 2014 with 1.2 million new 1|2|3 World customers, bringing the total balances in current accounts to
£41,100 million (+47% versus 2013). The 1|2|3 World now has 3.6 million current account and credit card customers. |
|
Gross mortgages increased by 43%, to £26,260 million.
Loans to companies
increased 8%, bringing total lending to £23,900 million. This business is developed through an extensive network of corporate business centres, whose number rose from 50 to 66 in the last 12 months.
Improving customer
satisfaction is a priority for Santander UK and in 2014 significant progress was made in this sphere. Retail customer satisfaction, as calculated by the Financial Reporting Survey (FRS), improved to 59.7% from 57.3% in 2013. Improvements in
corporate customer satisfaction also continued to be delivered, rising to 58% from 50% as reported in the Charterhouse UK business survey.
Santander UK continues to be one of the banks with the most solid capital ratios in the United
Kingdom (CET1 11.9%). |
|
Employees 25,599
Customers (Million)1
25.7
Branches 929
Loans2 3
251,191 (+3%)
Attributable profit2
1,576 (+30%)
1. 14 million active customers
2. Million euros, change in local currency
3. Change without repos
Contribution to Group profit 19%
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
Brazil
|
|
|
Santander Brazil is the countrys third largest private sector bank by assets and the leading foreign bank. |
|
|
|
|
|
|
Aim:
Be the bank of first choice for an increasingly large number of satisfied customers, providing high value-added and innovative services to individual customers
and companies. We want to develop a sustainable commercial banking business, with
recurring results and centred on increasing the number of customers, as well as their confidence and satisfaction. Grow wholesale banking, corporate and financial businesses, with an efficient capital allocation among the various businesses. Gain
market share, increase net recurring profit and boost Brazils contribution to the Groups total profit. |
|
|
|
|
|
2014 highlights
In Brazil, the Bank has a market share of 12.4% in unrestricted loans and 7.9% in
deposits. Results
were on a positive trend during 2014, with higher profits, costs rising at below the inflation rate and a fall in non-performing loans.
The Bank made progress in 2014 in its strategic priorities. Of note from a commercial
standpoint were: The
acquisition of GetNet, one of the largest networks in Brazil for processing electronic transactions, in order to advance in the customer attention model and improve customer satisfaction.
In order to promote the
payroll business, a joint venture was created with Banco Bonsucesso to increase the range of products and improve the distribution and marketing capacity.
The acquisition of 50% of Super Pagamentos, a digital platform that sells financial
products and services via pre-payment cards, was announced. This operation will help the process of increasing the penetration of banking services in Brazil. |
|
Channels were reformulated (attention centre, Internet, mobile banking) with
a simpler, more accessible and commercial proposal.
The Santander Conta Conecta, a current account for individual customers and SMEs, which
offers a device that enables payments to be received with cards in smartphones and tablets, has attracted some 50,000 customers.
A total of around 400 ideas suggested by employees via A bank for your ideas in the
corporate intranet were implemented in 2014, and since then the number of complaints dropped by 26% and customers perception of the quality of service improved.
The Bank will continue to streamline its processes and make the customer experience easier.
The objective is to be a benchmark in customer satisfaction, with greater engagement and profitability.
The offer to acquire the shares of Banco Santander Brazil not owned by Grupo Santander was
concluded on October 30, 2014. This offer was accepted by shareholders representing 13.65% of the Banks share capital. As a result, Grupo Santanders stake in Banco Santander Brazil increased to 88.3%. |
|
Employees 46,464
Customers (Million)
31.1
Branches 3,411
Loans1 2
74,373 (+10%)
Attributable profit1
1,558 (+8%)
1. Million euros, change in local currency
2. Change without repos
Contribution to Group profit 19%
|
|
|
|
|
|
62 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
Mexico
|
|
|
Santander is the countrys third largest bank by business volume, with market shares of 13.8% in loans and 13.7% in deposits. |
|
|
|
|
|
|
Aim:
Be the leading bank in profitability, competitiveness, technological innovation, quality of service and pride in belonging to Santander.
We want to consolidate our leadership in strategic markets, double our customer base, be
the preferred bank for our customers, convert the Santander brand into the most recognised in the market, increase our participation in the key sectors of energy and infrastructure, and be the bank of technological innovation in
Mexico. |
|
|
|
|
|
2014 highlights
Santander Mexico continues to focus on developing the high income and SME segments. In 2014,
against a backdrop of lower growth in Mexico, lending rose 18% and deposits 14%, outperforming the market in its strategic businesses:
Mortgages. The strong growth of 17% consolidated the Bank as the second largest player
in the countrys mortgage market.
SMEs. The Bank secured its leadership in this sector with growth of 26% in lending,
surpassing the market and further strengthening its position as the partner for SMEs. Santander Advance, the largest programme of financing and integral services for SMEs in Mexico, was launched, which will double this loan portfolio over the
next three years. This plan includes a MXN 1,000 million fund for SMEs growth projects in sectors such as telecoms, energy and renewables.
Gross income continued to grow notably (+6.0%), with a positive evolution in the main lines of
the income statement. Of note was the growth in net interest income (+7.3%) and fee income (+2.6%). |
|
Operating costs rose 7.2%, mainly due to the continuous investment in
strategic businesses and the opening of 95 new branches. With an efficiency ratio of 41%, Santander Mexico is one of the most efficient franchises in the country.
Loan-loss provisions remained at a similar level to 2013 despite the growth in lending in
2014. The slight fall in attributable profit was due to the higher tax charge.
In order to increase transaction banking engagement, campaigns were carried out to improve the
interest rate on loans for engaged customers. Innovative products continued to be launched such as the first credit card shared with American Express and the first agri-business credit card in Mexico.
In order to finance
investment projects in infrastructure related to the structural reforms underway in Mexico, Santander launched a $10,000 million fund that will strengthen the Banks leadership in this sector.
In 2014,
LatinFinance recognised Santander Mexico as the Best Bank in infrastructure in Mexico and Euromoney named it the Best Bank in Mexico for the third year running. |
|
Employees 16,933
Customers (Million)
11.7
Branches 1,347
Loans1 2
25,873 (+18%)
Attributable profit1
660 (-3%)
1. Million euros, change in local currency
2. Change without repos
Contribution to Group profit 8%
|
|
|
|
|
|
|
|
|
|
63 |
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
Chile
Santander Chile is the countrys largest bank in terms of assets and customers.
Aim: To be the leading and most valued bank in Chile, setting the client at the centre of our raison detre.
|
|
|
|
|
2014 highlights
Santander Chile has
market shares of 19.2% in lending and 17.6% in deposits.
The Bank continued with its strategic plan to position the customer at the centre of its
activity and looks to consolidate the franchise and leadership positions.
The four main pillars are: enhance the quality of customer attention and experience;
focus |
|
on commercial and retail banking; proactive and conservative management of risks; and continuously streamlining
processes. Work
continued in 2014 on the project to transform the Bank in order to grow prudently and with higher profitability; improve the relationship with customers and the quality of service; and manage risk and capital conservatively.
Lending grew 8%, with
growth in high-income clients (+16%) and companies (+8%). Deposits increased 13%. The efficiency ratio was 38.9%. There was a strong rise in profits, fuelled by growth in gross income, cost control and stable provisions.
Santander Chile was
ranked first in corporate transparency by Chile Transparente, the University for Development (UDD) and KPMG; and was named Bank of the Year by LatinFinance. |
|
Employees 12,081
Customers (Million)
3.6
Branches 475
Loans1 2
30,550 (+8%)
Attributable profit1
509 (+35%)
1. Million euros, change in local currency
2. Change without repos
Contribution to Group profit 6%
|
Argentina
Santander
Río is the countrys leading private sector bank by assets and liabilities.
Aim: Be the leading private sector bank in terms of
profitability and market capitalisation.
|
|
|
|
|
2014 highlights
Santander Río has
a market share of 9.2% in lending and 9.5% in deposits.
The business strategy centres on capturing and linking customers, particularly high income
ones and SMEs. The Bank has a multi-channel network which focuses on quality of service and customer satisfaction. The number of branches increased by 5% in 2014 and 9 new spaces as well as 28 Select corners and 135 Select boxes
were |
|
inaugurated for high income clients. A project was also launched to transform the branch network in order to improve
service and efficiency. Work was carried out too on new mobile banking functionalities and on renewing the website.
In an environment of lower growth and greater regulation, the Bank showed a strong momentum.
Lending rose 23% and savings 37%. Gross income was 34.3% higher in pesos.
Santander Río was named the Best Bank in Argentina by Euromoney and the Best
Online Bank by Global Finance.
In the medium and long term, Santander Río will centre on enhancing its efficiency and
quality of attention with new investments in technology, buildings and cost management. It will also progress in the launch of Advance, the Groups value offer for SMEs. |
|
Employees 7,275
Customers (Million)
2.5
Branches 396
Loans1 2
5,470 (+23%)
Attributable profit1
298 (+33%)
1. Million euros, change in local currency
2. Change without repos
Contribution to Group profit 4%
|
|
|
|
|
|
64 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS MARKETS |
United States
|
|
|
Grupo Santander does retail banking in the northeast of the country, provides consumer finance and wholesale banking services throughout the country as well as a wide range of financial services in Puerto Rico and private banking
services in Miami. |
|
|
|
|
|
|
Aim:
To become the regional bank of choice in the northeast and enhance our position as a national leader in auto finance.
To achieve this, Santander will strive to increase the number of loyal and satisfied
customers, digitalise the Bank, and generate profitable growth while re-balancing the business mix. |
|
|
|
|
|
2014 highlights
Santander Bank closed the year with 206,000 new extra20 checking accounts, representing
11% of its customer base. This account is the first in the US which pays customers $20 every month if they deposit directly at least $1,500 a month and pay online two bills every month.
In order to improve
customer satisfaction, Santander Bank installed more than 600 new ATMs and added 537 cash points without printed receipt to its branch network.
Santander Bank launched Santander Bravo MasterCard® in February 2014. Cardholders benefit from promotions for each dollar they spend at service stations, supermarkets and restaurants.
Wholesale banking
continued to increase its number of clients (+14% in large corporate clients, to 387), and attract various high profile multinational clients.
The Bank launched its Real Change advertising campaign in September 2014, which
highlights the commitment of the Santander brand in the US to create real change that promotes progress for its clients and the communities it serves. |
|
The successful listing of Santander Consumer USA in January 2014 generated
capital gains of 730 million for the Group. SCUSAs growth during the year (new lending +25%) was spurred above all by the agreement to provide auto finance services to Chrysler Corp.s clients, now in its second year.
According to the main
credit rating agencies, Santander BanCorp is the only Investment Grade-rated financial institution in Puerto Rico, and it has a better credit rating than the countrys sovereign debt.
In the framework of new
regulatory trends and in order to apply the best management standards, the Group began a process of transformation in the US, consolidating all its businesses under a holding (Santander Holdings USA) and strengthening governance and control
structures. Through
the Santander Universities website, Universia, Santander sponsored President Barack Obamas multinational initiative, 100,000 strong in the Americas, created to foster the bi-directional exchange of 100,000 students between Latin America
and the Caribbean, on the one hand, and the United States, on the other. |
|
Employees 15,919
Customers (Million)
4.7
Branches 811
Loans1 2
67,175 (+4%)
Attributable profit1
800 (0%)
1. Million euros, change in local currency
2. Change without repos
Contribution to Group profit 10%
|
|
|
|
|
|
|
|
|
|
65 |
|
|
|
ANNUAL REPORT 2014 |
|
2. 2014 RESULTS GLOBAL
BUSINESSES |
Global Wholesale Banking
|
|
|
Santander Global Banking & Markets (SGBM) posted an attributable profit of 1,614 million. |
|
|
|
|
|
|
|
|
|
|
|
|
Santander Global Banking & Markets (SGBM) is the global business unit for corporate clients and institutions that, because of their
size, complexity and sophistication, require specially-tailored services or value-added wholesale products.
2014 highlights
SGBM continued to reinforce the pillars of its business model, focused on the customer, global
product capacities and interconnection with its local units, together with an optimum management of risk, capital and liquidity.
Its results were backed by the strength and diversification of client revenues, which
represent 89% of total revenues. The efficiency ratio remained at levels that are a reference for the sector (36.4%).
Of note among SGBMs activities in 2014 was the push given to the transaction business in
the UK, the US and Poland, which complements the reinforcement of the franchise of clients in all markets; the creation of the Financing Solutions & Advisory unit to provide a comprehensive solution to clients advisory and structural
funding needs; the development, together with Commercial Banking, of the offer and advisory in high value products for various client segments in all the Groups units; and the drive in custody business in Spain and Latin America through a
strategic agreement with an investment group. |
|
Main transactions
In cash management, SGBM continued consolidating its local strength and development of
regional solutions to accompany clients in their internationalisation process. Of note was the mandate for the treasury and payroll management of General Electric and its subsidiaries in Brazil.
Strong drive in trade
finance, helping clients to import and export, such as the financing for the Sao Paulo Government. Notable growth in the area of working capital solutions, with programmes such as that of the Danone Group to make annual payments to its
suppliers. SGBM
strengthened its capacities in the global capital markets sphere, leading rankings such as that of Brazilian issues in euros or that of the Housing Associations in the UK. An example of this were the euro issues of the Brazilian and Chilean
Treasuries. SGBM is
one of the leading banks in placing project bonds for Europe, Mexico and Brazil, with issues such as that of Odebrecht Offshore Drilling Finance Limited.
In the sphere of corporate finance, it led the main operations in its core markets, such as
advisory services for American Tower in its acquisition of the Brazilian BR Towers or Oranges takeover bid for Jazztel.
Regarding corporate syndicated loans, SGBM remains the reference in Europe and Latin
America. |
|
Employees 3,152
Customers (Thousand)
57
Loans1
86,589 (+0%)
Attributable profit1
1,614 (+16%)
1. Million euros, change in constant currency
Contribution to Group profit2
20%
2. This
figure is included in the profit contribution of each of the local units |
|
|
|
|
|
66 |
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ANNUAL REPORT 2014 |
|
2. 2014 RESULTS GLOBAL
BUSINESSES |
Private Banking
|
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|
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Private banking includes the units that focus on providing a comprehensive and specialised service to the Groups high net worth clients. |
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Santander Private Banking operates in Spain, Italy, Portugal, Brazil, Mexico and Chile, through a domestic private banking model, and in the
US and other countries with a specialised offer for international clients. 2014
highlights Assets
under management rose 7% on a like- for-like basis, due to the generation of new business opportunities and the new clients attracted.
Once the integration of Santander, Banesto and Banif in Spain was completed,
Santander |
|
was consolidated as the reference bank for high net worth clients in the country.
Cooperation with the
Groups different areas such as Wholesale Banking, Corporate Banking and Commercial Banking was reinforced through projects that facilitate common work for the benefit of the client.
The Banker named
Santander Private Banking as the Best Private Bank in Latin America and Euromoney recognised the units in Chile, Portugal and Spain as the Best Private Banks. |
|
Assets under management1
153,471 (+7%)
Gross income1
889 (+2%)
Attributable profit1
319 (+17%)
1. Million euros, change in constant currency, and assets under management on a like-for-like
basis. |
Asset Management
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Santander has a wide range of savings and investment products covering different customer needs which are distributed globally via its retail networks. |
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This activity revolves around three business areas: Santander Asset Management (SAM), for mutual and pension funds, companies and
discretional portfolios; Santander Real Estate, specialised in managing property investments; and Santander Private Equity for venture capital.
Santander Asset Management continued to develop in 2014 a global business model, supported by the local fund managers market strength and knowledge, and
by the strategic agreement with the partners Warburg Pincus and General Atlantic to drive the global business of asset management. |
|
2014 highlights
In 2014, new ranges of profiled Select funds were launched in Poland, Portugal and
Brazil and the range of funds for the retail segment was completed with the Tandem profiled funds.
The offer of investment solutions in the form of profiled funds in Spain, Portugal, Chile,
Brazil, Mexico, Poland, Germany and the UK was consolidated. Uruguay is expected to be included in 2015.
Training was stepped up in the commercial networks to strengthen knowledge of the profiled
product offering and their sale tailored to the needs of each client. |
|
Assets managed and commercialised1
161,788 (+17%)
Total revenues1
1,039 (+22%)
Attributable profit1
114 (+100%)
1. Million euros, change in constant currency and on a like-for-like basis |
Insurance
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The insurance business offers protection and savings solutions to close to 20 million clients in 20 countries, with a segmented offer and multi-channel distribution. |
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2014 highlights
Insurance continued to progress in transforming business, centred on clients and their
protection needs. It focused on improving the customer experience, offering protection solutions adapted to the different segments and developing an innovative multi-channel marketing model. All of this strengthens customer loyalty and engagement,
and builds long-term relations of confidence.
The insurance activity in 2014 centred on:
Continued development of
a sustainable business model focused on excellence and quality of service. |
|
Continued innovation and expansion of the range of insurance products, with
a special emphasis on Select and Advance.
Strengthen the bancassurance business through the strategic alliances with Zurich in Brazil,
Mexico, Chile, Argentina and Uruguay; with Aegon in Spain; and Aviva in Poland. An agreement was signed in 2014 with insurance company CNP to develop the insurance business of Santander Consumer Finance in Europe and cooperation with Aegon was
increased and extended to Portugal. |
|
Total revenues1
2,599 (+3%)
Gross income1
455 (+12%)
Attributable profit1
270 (+24%)
1. Million euros, change in constant currency |
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67 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT |
Executive summary
Changes in the composition of the board
The following changes have led to a more international and diversified board:
|
|
On 10 September, after the death of the former chairman, Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, the Banks board of directors resolved to appoint Ms Ana
Botín-Sanz de Sautuola y OShea as executive chairman of the Group. |
|
|
At its meeting of 25 November, the board of directors appointed Mr José Antonio Álvarez Álvarez as chief executive officer, replacing Mr Javier Marín Romano, and also approved
the following appointments: |
|
|
|
Mr Bruce Carnegie-Brown, as first vice-chairman, independent director and lead director (consejero coordinador). |
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Mr Rodrigo Echenique Gordillo, as fourth vice- chairman. |
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Ms Sol Daurella Comadrán and Mr Carlos Fernández González, as independent directors. |
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The new independent directors filled the vacancies created by the death of Mr Emilio Botín-Sanz de Sautuola y García de los Ríos as well as by the resignations of Mr Fernando de
Asúa Álvarez and Mr Abel Matutes Juan. |
|
|
In 2015, at its meeting of 16 January, the board of directors approved the appointment of Mr Rodrigo Echenique Gordillo, vice-chairman of the board, as an executive director with responsibility for the duty of
compliance in accordance with the regulatory recommendations on corporate governance and also assuming the other duties assigned to him by the chairman of the Bank.
|
Activities of the board
|
|
The board held 16 meetings during 2014. In addition to the report made by the chairman at each ordinary meeting, at 9 meetings, the chief executive officer submitted management reports to the board, and the second
vice-chairman and chairman of the executive risk committee reported on Group risks. The board has already held one meeting on the global strategy of the Group in 2015. |
|
|
The Groups external auditors and heads of internal audit participated in 11 of the 13 meetings held by the audit committee and reported to the board on 2 occasions during 2014. |
Increase in capital and new dividend policy
|
|
In January 2015, a capital increase of 7,500 million euros, approximately 8.8% of the Banks capital after the increase, was carried out by means of accelerated bookbuilding. |
|
|
The dividend policy of the Bank has also been redirected, effective from the first dividend to be paid for financial year 2015, resulting in the expected distribution of three cash dividends and a scrip dividend
(Santander Scrip Dividend), in an estimated amount of five cents per share for each of them. |
There is a
compensation of 0.60 euros per share by means of scrip dividends with a charge to financial year 2014, in accordance with the announcement at the general shareholders meeting of 28 March 2014.
|
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70 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT
SUBCAPÍTULO |
Remuneration of directors
|
|
The total remuneration of directors for 2014 is 8.9% more than 2013. |
Bylaw-mandated payments
|
|
The total amount paid by the board in bylaw-mandated payments amounted to 4.4 million euros in 2014, which is 27.2% less than the maximum amount approved at the general shareholders meeting.
|
Remuneration of executive directors
|
|
At the general shareholders meeting in 2014 it was resolved to amend the Bylaws to adjust the remuneration rules for the executive directors to the provisions of Royal Decree-Law 14/2013 (today Law 10/2014) and of
CRD IV, such that the variable components of their remuneration may not exceed 100% of the fixed components, unless a higher ratio is approved at the general shareholders meeting, which ratio shall in no case exceed 200%. |
|
|
One of the main new elements of the 2014 director remuneration policy included a long-term share incentive based on the performance of the Bank over a multi-year period, in order to increase the alignment of variable
remuneration with the creation of long-term value for the shareholders.
|
Appointment of new chairmen at subsidiaries in the United Kingdom, in Brazil and in the United States
|
|
During December 2014, the appointments were announced of Baroness Vadera, who will be the new non-executive chairman of Santander UK from 30 March 2015, replacing Lord Burns, and of Mr T. Timothy Ryan, Jr., a
former vice chairman of JP Morgan Chase, who has been appointed non-executive chairman of the boards of directors of Santander Holdings USA (SHUSA) and of Santander Bank. |
|
|
The appointment of Mr Sérgio Rial as chairman of the board of Santander Brazil was announced in January 2015. Mr Rial has held executive positions in ABN-AMRO (CEO for the Asia region), Bear Stearns,
Marfrig (CEO) and Cargill (executive vice president and CFO) among others. |
Financial information periodically published by the Bank
|
|
The board approved the quarterly financial information, the annual accounts and the management report for 2014, in addition to other documents such as the annual report, the sustainability report, prudential information
(Pillar III), the annual corporate governance report, the reports of the committees of the board and the annual director remuneration report.
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71 |
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|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 1. OWNERSHIP
STRUCTURE |
1. Ownership structure
Number of shares and significant interests
Number of shares
In 2014, the Bank carried out five
capital increases, effective 30 January, 29 April, 30 July, 4 November and 5 November, with the issuance of 227,646,659, 217,013,477, 210,010,506, 210,010,506 and 225,386,463 new shares, representing 2.009%, 1.915%, 1.853%,
3.273% and 1.989%, respectively, of the Banks share capital at year-end 2013. The first three and the last were within the framework of the Santander Scrip Dividend programme, and the fourth resulted from the offer made for the shares
of Banco Santander (Brasil) S.A. not owned by Santander Group. All this entailed a total increase in share capital equal to 11.038% in comparison with share capital at year-end 2013.
|
|
|
|
|
|
|
|
|
|
|
Nº of shares |
|
|
% of share capital * |
|
30 January |
|
|
227,646,659 |
|
|
|
2.009 |
% |
29 April |
|
|
217,013,477 |
|
|
|
1.915 |
% |
30 July |
|
|
210,010,506 |
|
|
|
1.853 |
% |
4 November |
|
|
370,937,066 |
|
|
|
3.273 |
% |
5 November |
|
|
225,386,463 |
|
|
|
1.989 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
1,250,994,171 |
|
|
|
11.038 |
% |
|
|
|
|
|
|
|
|
|
* |
Share capital at year-end 2013. |
The Banks share capital at 31 December 2014 was represented by
12,584,414,659 shares, whose value per the listing price on the Electronic Trading System (Sistema de Interconexión Bursátil) (continuous market) of the Spanish stock exchanges at such date was 88,040.6 million euros.
All shares carry the same economic, voting and related rights.
Significant interests
No shareholder held significant
interests (of more than 3% of the share capital1 or interests that would permit a significant influence on the Bank) at 31 December 2014.
The interests held by: State Street Bank and Trust Company (11.43%); Chase Nominees Limited (5.78%); The Bank of New York Mellon Corporation (4.80%); EC
Nominees Limited (4.35%); Guaranty Nominees Limited (4.21%); and Clearstream Banking S.A. (3.47%), which were the only ones in excess of 3%, were held by them on behalf of their customers. The Bank is not aware of any of them holding individual
stakes of 3% or more of its share capital.
1. |
Limit set by Royal Decree 1362/2007, of 19 October, for defining the concept of significant interest.
|
Bearing in mind the current number of members of the board of directors (15), the percentage of capital needed
to exercise the right to appoint a director, in accordance with article 243 of the Spanish Companies Act (Ley de Sociedades de Capital) on proportional representation, is 6.67%.
Shareholders agreements and other significant agreements
Section A.6 of the annual corporate governance report, which forms part of the management report, contains a description of the private shareholders
agreement (pacto parasocial) executed in February 2006 by Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, Ms Ana Patricia Botín-Sanz de Sautuola y OShea, Mr Emilio Botín-Sanz de
Sautuola y OShea, Mr Francisco Javier Botín-Sanz de Sautuola y OShea, Simancas, S.A., Puente San Miguel, S.A., Puentepumar, S.L., Latimer Inversiones, S.L. and Cronje, S.L. Unipersonal, providing for the syndication of the
shares of the Bank held by them or in respect of which they have voting rights. Such agreement was also reported to the National Securities Market Commission (Comisión Nacional del Mercado de Valores) (CNMV) as a significant event
(hecho relevante) and is described in the public records thereof.
On 3 August and 19 November 2012, Banco Santander reported to the CNMV
as material facts that it had been formally notified of amendments to this shareholders agreement with regard to the signatories thereto.
On
17 October 2013, the Bank also reported to the CNMV as a material fact an update of the holders and of the distribution of shares included in the syndication, as a consequence of a business reorganisation carried out by one of the parties to
the agreement.
On 3 October 2014, Banco Santander reported to the CNMV as a material fact a new update of the holders and of the distribution of
shares included in the syndication, as well as the change of the chairmanship of the syndicate, which is vested in Mr Francisco Javier Botín-Sanz de Sautuola y OShea, current chairman of the board of trustees of the Botín
Foundation, completing such information by a material fact notification on 6 February 2015.
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72 |
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|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 1. OWNERSHIP
STRUCTURE |
Shares included in the syndication
At the date of this document, the syndication included a total of 73,732,624 shares of the Bank (0.6% of its share capital), broken down as follows:
|
|
|
|
|
Signatories to the shareholders agreement |
|
Number of shares |
|
Estate (herencia yacente) of Mr Emilio Botín- Sanz de Sautuola y Garcia de los Ríos |
|
|
552,426 |
|
Ms Ana Patricia Botín-Sanz de Sautuola OShea1 |
|
|
8,079,986 |
|
Mr Emilio Botín-Sanz de Sautuola OShea2 |
|
|
16,873,709 |
|
Mr Francisco Javier Botín-Sanz de Sautuola OShea3 |
|
|
16,288,313 |
|
Ms Paloma Botín-Sanz de Sautuola OShea4 |
|
|
7,835,293 |
|
Ms Carmen Botín-Sanz de Sautuola OShea |
|
|
8,636,449 |
|
PUENTEPUMAR, S.L. |
|
|
|
|
LATIMER INVERSIONES, S.L.5 |
|
|
553,508 |
|
CRONJE, S.L., Unipersonal |
|
|
9,337,661 |
|
NUEVA AZIL, S.L. |
|
|
5,575,279 |
|
|
|
|
|
|
TOTAL |
|
|
73,732,624 |
|
|
|
|
|
|
1. |
7,996,625 shares of Banco Santander, S.A. indirectly through Bafimar, S.L. |
2. |
7,800,332 shares of Banco Santander, S.A. indirectly through Puente San Miguel, S.L.U. |
3. |
4,652,747 shares of Banco Santander, S.A. indirectly through Inversiones Zulú, S.L. and 6,794,391 shares through Agropecuaria El Castaño, S.L.U. |
4. |
6,628,291 shares of Banco Santander, S.A. indirectly through Bright Sky 2012, S.L. |
5. |
Bare ownership of 553,508 shares corresponds to the Botín Foundation, but voting rights are assigned to Latimer Inversiones, S.L. as beneficial owner thereof. |
In all other respects the aforementioned shareholders agreement remains unchanged.
The aforementioned material facts may be viewed on the Groups corporate website (www.santander.com).
2. |
The treasury share policy is published on the Groups corporate website (www.santander.com).
|
Treasury shares
Treasury share policy
The sale and purchase of own
shares, by the Company or by companies controlled thereby, must conform to the provisions of applicable law and the resolutions of the shareholders in this regard.
The Bank, by resolution of the board of directors on 23 October 2014 approved a new treasury stock
policy2 taking into account the criteria recommended by the CNMV.
Treasury share transactions have
the following objectives:
a) |
To provide liquidity or a supply of securities, as applicable, in the market for the shares of the Bank, giving depth to such market and minimising possible temporary imbalances between supply and demand.
|
b) |
To benefit shareholders as a whole, to take advantage of situations of weakness in the price of the shares in relation to prospects of changes in the medium-term. |
They shall be subject to the following general guidelines:
|
|
They shall not entail proposed intervention in the free formation of prices. |
|
|
Trading may not take place if the unit entrusted with such transaction is in possession of insider or relevant information. |
|
|
Where applicable, the execution of buy-back programmes and the acquisition of shares to cover obligations of the Bank or the Group shall be permitted. |
Treasury stock transactions shall be carried out by the Investments and Holdings Department, which is isolated as a separate area from the rest of the
Banks activities and protected by the respective chinese walls, preventing it from receiving any insider or relevant information. The head of such department is responsible for the management of treasury stock.
|
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73 |
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|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 1. OWNERSHIP
STRUCTURE |
Key data
At 31 December 2014, the Bank held 1,465,371 treasury shares, representing 0.012% of its share capital at such date (at year-end 2013, there were
1,425,239 treasury shares, representing 0.013% of the Banks share capital at such date).
The following table sets out the monthly average
percentages of treasury shares in 2014 and 2013.
Monthly average percentages of treasury shares1
% of the Banks social capital2
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
January |
|
|
0.154 |
|
|
|
0.441 |
|
February |
|
|
0.232 |
|
|
|
1.264 |
|
March |
|
|
0.241 |
|
|
|
0.792 |
|
April |
|
|
0.136 |
|
|
|
0.794 |
|
May |
|
|
0.260 |
|
|
|
1.061 |
|
June |
|
|
0.297 |
|
|
|
0.752 |
|
July |
|
|
0.284 |
|
|
|
0.209 |
|
August |
|
|
0.414 |
|
|
|
0.497 |
|
September |
|
|
0.337 |
|
|
|
0.482 |
|
October |
|
|
0.156 |
|
|
|
0.171 |
|
November |
|
|
0.258 |
|
|
|
0.431 |
|
December |
|
|
0.141 |
|
|
|
0.393 |
|
1. |
Further information in this regard is included in section A.8 of the annual corporate governance report, which forms part of the management report, and in the capital and treasury stock section of this latter report.
|
2. |
Monthly average of daily positions of treasury stock. |
The transactions in own shares carried out by companies
forming part of the consolidated Group in the interest thereof during financial year 2014 entailed the acquisition of 487,590,901 shares, equal to a nominal amount of 243.8 million euros (actual amount of 3,442.0 million euros), and the
sale of 487,550,769 shares, in the nominal amount of 243.8 million euros (actual amount of 3,498.5 million euros).
The average purchase price
of shares of the Bank in financial year 2014 was 7.06 euros per share, and the average sale price of shares of the Bank was 7.18 euros per share.
The effect on equity (net of taxes) generated by transactions carried out during the financial year with shares issued by the Bank was equal to a
profit of 40 million euros, which was recorded in the Groups equity section under Shareholders equityReserves.
Authorisation
The current authorisation for transactions in treasury shares arises from resolution 5 adopted by the shareholders acting at the general shareholders
meeting held on 28 March 2014, item II) of which reads as follows:
To grant express authorisation for the Bank and the subsidiaries
belonging to the Group to acquire shares representing the share capital of the Bank for valuable consideration in any manner permitted by law, within the limits of the law and subject to all legal requirements, up to a maximum number of shares
including the shares they already hold equal to 10% of the share capital existing at any given time or such greater maximum percentage as is established by the law while this authorisation is in effect. Such shares shall be fully paid-in
at a minimum price per share equal to the par value thereof and a maximum price of up to 3% over the last listing price for transactions in which the Bank does not act on its own behalf on the Continuous Market of the Spanish stock exchanges
(including the block market) prior to the acquisition in question. This authorisation may only be exercised within five years of the date of the general shareholders meeting. The authorisation includes the acquisition of shares, if any, that
must be delivered directly to the employees and managers of the Company, or that must be delivered as a result of the exercise of the options held by them.
Resolutions in effect regarding the possible issuance of new shares or of bonds convertible into shares
The capital authorised by the shareholders acting at the annual general meeting held on 28 March 2014, under item 9 of the agenda, amounts to
2,890,266,786.50 euros. The period available to the directors of the Bank to carry out and make capital increases up to such limit expires on 28 March 2017. The resolution gives the board (or, by delegation, the executive committee) the power
to exclude pre-emptive rights in whole or in part, pursuant to the provisions of section 506 of the Companies Act, though this power is limited to capital increases carried out pursuant to this delegation up to 1,156,106,714.50 euros.
In addition, the shareholders acting at the annual general meeting held on 28 March 2014 approved the following resolutions in connection with the
content of this section:
1. |
Four increases in share capital with a charge to reserves in the maximum amounts of 1,875 million, 1,950 million, 2,025 million and 2,100 million euros at market value, respectively, within the
shareholder compensation scheme (Santander Scrip Dividend) whereby the Bank has offered shareholders the possibility of receiving shares under a scrip issue for an amount equal to the dividends on the quarterly dates on which they are
customarily paid. |
For such purposes, at 31 December 2014, the first three aforementioned increases in capital had
been implemented, taking place on 29 April, 30 July and 5 November 2014. A number of shares having a nominal value of 0.5 euro each were issued in each case, equal to 108,506,738.50 euros, 105,005,253 euros and 112,693,231.50 euros,
respectively, which corresponds to a total of 5.184% of the Banks share capital at year-end 2014.
The fourth increase in capital
was implemented 29 January 2015. A number of shares having a nominal value of 0.5 euro each were issued, representing 131,289,496.50 euros, which corresponds to 1.903% of share capital at such date.
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74 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 1. OWNERSHIP
STRUCTURE |
2. |
Delegation to the board of directors, in accordance with the general rules on issuance of obligations and pursuant to the provisions of article 319 of the Regulations of the Commercial Register (Reglamento del
Registro Mercantil), of the power to issue, on one or more occasions, debentures, bonds, preferred shares and other fixed-income securities or debt instruments of a similar nature in any of the forms allowed by law and convertible into and/or
exchangeable for shares of the Bank (resolution Eleven A) of the general shareholders meeting of 28 March 2014). Such delegation also includes warrants or similar securities that may directly or indirectly carry the right to subscribe for
or acquire shares of the Bank, whether newly-issued or already outstanding, payable by physical delivery or through set-off. The issuance or issuances of securities carried out pursuant to this delegation come to the aggregate maximum amount of
10,000 million euros or the equivalent thereof in another currency, and the period available to the directors of the Bank within which to implement this resolution expires on 28 March 2019. |
At the date of this document, pursuant to this delegation, two issuances of preferred shares convertible into newly issued ordinary shares of
the Bank, excluding pre-emptive rights of shareholders, were carried out in May and September 2014, respectively, the former in the nominal amount of 1,500 million dollars (1,077,044,589.65 euros at the exchange rate of 1.3927 US dollars per
euro) and the latter for 1,500 million euros. The issuance of these contingently convertible securities involves the approval of corresponding increases in capital, if applicable, to provide for the conversion of the preferred shares.
Consequently, the two aforementioned issuances mean that of the authorised capital mentioned at the beginning of this section, 264,009,622 euros has been used for those purposes with respect to the two described authorised capital limits.
On 5 March 2014, pursuant to the delegation implemented by the board of directors under resolution Twelve A. II) of the general
shareholders meeting held on 22 March 2013 (which was later rescinded under the aforementioned resolution Eleven A) of the general shareholders meeting of 28 March 2014), an issuance of preferred shares contingently convertible
into newly issued ordinary shares of the Bank was carried out, excluding pre-emptive rights of shareholders, in the nominal amount of 1,500 million euros.
3. |
Delegation to the board of directors, pursuant to the provisions of section 297.1.a) of the Companies Act, of the broadest powers such that, within one year of the date on which the aforementioned shareholders
meeting is held, it may set the date and the terms and conditions, as to all matters not provided for by the shareholders themselves, of an increase in capital in the amount of 500 million euros. If the board does not exercise the powers
delegated thereto within the period established by the shareholders for implementation of this resolution, such powers shall be rescinded. |
With relation to the takeover bid offer for all the securities representing the share capital of Banco Santander Brasil that were not held by the Santander
Group, the shareholders of the Bank acting at the extraordinary general shareholders meeting on 15 September 2014 approved six increases in share capital in the amount necessary to be able to acquire all such securities of Banco Santander
Brasil, delivering new shares of the Bank as consideration.
After the initial period for acceptance of the offer, the holders of 13.65% of the securities representing the
share capital of Banco Santander Brasil accepted the offer. As the percentage of acceptance was lower than the limit that would have permitted the holders of securities representing the share capital of Banco Santander Brasil who did not accept the
offer to request that the Bank purchase their shares during the three following months at the same exchange ratio in accordance with the provisions in the terms of the offer, it was only necessary to implement the first of the aforementioned six
increases in share capital.
On 4 November, Banco Santander, S.A., in implementation of the aforementioned resolution of the general
shareholders meeting, issued 370,937,066 shares, which represented approximately 3.09% of the Banks share capital at such date.
Finally, in
financial year 2015, on 8 January the board of directors approved an increase in share capital with the exclusion of pre-emptive rights pursuant to the delegation contained in resolution Nine of the general shareholders meeting of
28 March 2014 and described at the beginning of this section. After an accelerated bookbuilding among qualified investors, on 9 January 2015 the executive committee declared the capital increase closed in the total nominal amount of
606,796,117 euros, which represents 9.64% of the Banks share capital at such date.
After such capital increase, the available authorised capital
amounts to 1,996,946,432 euros with respect to the capacity of the board of directors (or, replacing them, the executive committee) to approve increases in capital and to 262,786,360 euros with respect to the power to approve increases in capital
with the exclusion of pre-emptive rights.
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75 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
2. Banco Santanders
board of directors3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
Mr José Antonio Álvarez Álvarez |
|
Mr Bruce Carnegie-Brown |
|
Mr Matías Rodríguez Inciarte |
|
|
|
|
Chairman Executive director
Born in 1960 in Santander (Spain).
Joined the board in 1989.
Graduate in Economics.
Joined the Bank after a period at JP Morgan (1980-1988). She has been executive
vice president of Banco Santander, S.A. since 1992, was executive chairwoman of Banesto from 2002 to 2010, and chief executive officer of Santander UK from 2010 to 2014.
Other significant positions: she is a non-executive director of The Coca-Cola Company. She is also Business Ambassador of the government of the United
Kingdom. Committees of the board of which she is a member
Executive (chairman), international (chairman) and innovation and technology
(chairman). |
|
Chief executive officer
Executive director
Born in 1960 in León (Spain).
Appointed director on an interim basis at the board meeting of 25 November 2014.
M.A. degree in Economics and Business Administration. MBA at the Chicago
University. Joined the Bank in 2002 and was appointed executive vice
president of the financial management and investor relations division in 2004 (chief financial officer).
Other significant positions: He is a member of the board of Banco Santander (Brasil), S.A. and SAM Investments Holdings Limited. Has also served as a
director of Santander Consumer Finance, S.A. and a member of the supervisory boards of Santander Consumer AG, Santander Consumer Holding GMBH, Santander Holdings USA, Inc. and Bank Zachodni WBK, as well as a director of Bolsas y Mercados
Españoles (BME). Committees of the board of which he is a member
Executive, executive risk, international and innovation and technology. |
|
First vice-chairman
Non-executive (independent) director and lead independent director
Born in 1959 in Freetown (Sierra Leone).
Appointed director on an interim basis at the board meeting of 25 November 2014.
M. A. degree in English Language and Literature.
Other significant positions: He is currently non-executive chairman of
Moneysupermarket.com Group Plc and Aon UK Ltd and a non- executive director of Santander UK Plc. He was previously founder and managing partner of the quoted private equity division of 3i Group plc, president and CEO of Marsh Europe and has held
various positions at JP Morgan Chase and Bank of America. He was also lead independent director at Close Brothers Group plc (2008-2014) and Catlin Group Ltd (2010-2014)
Committees of the board of which he is a member
Executive, appointments (chairman), remuneration (chairman), risk supervision, regulation and compliance (chairman) and innovation and technology. |
|
Second vice-chairman
Executive director
Born in 1948 in Oviedo (Spain).
Joined the board in 1988.
Graduate in Economics, and Government Economist. He also carried out Business Administration studies at the MIT.
Other significant positions: minister of the Presidency between 1981 and 1982, as
well as technical general secretary of the Ministry of Finance, general secretary of the Ministry for European Community Relations and deputy secretary of state to the President. He is currently chairman of the Fundación Princesa de Asturias
and of the social council of the Universidad Carlos III de Madrid, as well as an external director of Sanitas, S.A. de Seguros and of Financiera Ponferrada, S.A., SICAV.
Committees of the board of which he is a member
Executive, executive risk (chairman) and innovation and technology. |
3. |
Unless otherwise specified, the main activity of the members of the board is that carried out at the Bank in their capacity as directors, whether executive or non-executive. |
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76 |
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ANNUAL REPORT 2014 |
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3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Guillermo de la Dehesa Romero |
|
Mr Rodrigo Echenique Gordillo |
|
Ms Sheila C. Bair |
|
Mr Javier Botín-Sanz de Sautuola y OShea |
|
|
|
|
Third vice-chairman
Non-executive (independent) director
Born in 1941 in Madrid (Spain).
Joined the board in 2002.
Government Economist and head of office of Banco de España (on leave of absence).
Main activity: international advisor to Goldman Sachs International.
Other significant positions: former state secretary of Economy, secretary general
for Trade, chief executive officer of Banco Pastor, S.A. He is presently the non-executive vice-chairman of Amadeus IT Holding, S.A., chairman of the Centre for Economic Policy Research (CEPR) based in London, a member of the Group of Thirty based
in Washington, chairman of the board of trustees of IE Business School and non-executive chairman of Aviva Grupo Corporativo, S.L. and of Aviva Vida y Pensiones, S.A. de Seguros y Reaseguros.
Committees of the board of which he is a member
Executive, audit (chairman), appointments, remuneration, risk supervision, regulation and
compliance, international and innovation and technology. |
|
Fourth vice-chairman
Executive director
Born in 1946 in Madrid (Spain).
Joined the board in 1988.
Graduate in Law and Government Attorney.
Other significant positions: former chief executive officer of Banco Santander, S.A. (1988- 1994). He is also currently non- executive director of
Inditex, S.A. Has served on the board of directors of several industrial and financial companies such as Ebro Azúcares y Alcoholes, S.A. and Industrias Agrícolas, S.A. He was also a member and subsequently chairman of the advisory
board of Accenture, S.A. He is also non-executive chairman of NH Hotels Group, S.A. and has been non executive chairman of Vocento, S.A. and Vallehermoso, S.A.
Committees of the board of which he is a member
Executive, executive risk, international and innovation and technology. |
|
Non-executive director (independent)
Born in 1954 in Wichita, Kansas (USA).
Joined the board in 2014.
JD from the University of Kansas School of Law and BA from the University of Kansas.
Main activity: Senior advisor to and chair of the Systemic Risk Council at The Pew
Charitable Trusts and columnist for Fortune magazine. Other significant positions:
She was chairman of the Federal Deposit Insurance Corporation (2006-2011), professor of Financial Regulatory Policy for the Isenberg School of Management at the University of Massachusetts-Amherst (2002-2006) and Assistant Secretary for
Financial Institutions at the US Department of the Treasury (2001-2002). She is also a non-executive director of Thomson Reuters Corporation and Host Hotels & Resorts Inc. In addition, she is a founding board member of The Volcker Alliance.
Committees of the board of which she is a member
Risk supervision, regulation and compliance. |
|
Non-executive (proprietary) director
Born in 1973 in Santander (Spain).
Joined the board in 2004.
Graduate in Law.
Main activity: chairman and chief executive officer of JB Capital Markets, Sociedad de Valores, S.A.
Other significant positions: In addition to his professional activity in the
financial sector, he cooperates with several non-profit making organisations. Chairman since 2014 of the Botín Foundation and trustee of th Princess of Gerona Foundation and of the Prehistoric Research Institute of Cantabria. |
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|
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77 |
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ANNUAL REPORT 2014 |
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3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms Sol Daurella Comadrán |
|
Mr Carlos Fernández González |
|
Ms Esther Giménez-Salinas i Colomer |
|
Mr Ángel Jado Becerro de Bengoa |
|
|
|
|
Non-executive (independent)
director Born in 1966 in Barcelona (Spain).
Appointed director on an interim basis at the board meeting of 25 November
2014. Graduate in Business and MBA in Business Administration.
Main activity: Executive chairwoman of Coca- Cola Iberian Partners, S.A.
Other significant positions: She is currently a non-executive director of Acciona,
S.A. Has served as a member of the governing board of the Círculo de Economía and an independent external director of Banco Sabadell, S.A. She is also Honorary Consul-General for Iceland in Catalonia.
Committees of the board of which he is a member
Appointments and remuneration. |
|
Non-executive (independent)
director Born in 1966 in Mexico City, (Mexico).
Appointed director on an interim basis at the board meeting of 25 November
2014. An Industrial Engineer, he has undertaken graduate studies in business
administration at the Instituto Panamericano de Alta Dirección de Empresas.
Main activity: He is the chairman of the board of directors and vice president of Finaccess, S.A.P.I.
Other significant positions: He is currently a member of the board of Grupo
Financiero Santander, S.A.B. de C.V. and of Grupo Modelo. Committees of the board of
which he is a member Audit, appointments and risk supervision, regulation and
compliance. |
|
Non-executive (independent)
director Born in 1949 in Barcelona (Spain).
Joined the board in 2012.
Doctor of Laws.
Main activity:
full professor of Criminal Law at ESADE-URL Law School.
Other significant positions: she has been a Rector of the Ramon Llull University, a member of the Spanish Supreme Judicial Council, a member of the
Standing Committee of the Conference of Rectors of Spanish Universities and an executive vice president of the Centre for Legal Studies of the Department of Justice of the Generalitat de Catalunya.
Committees of the board of which she is a member
International and innovation and technology. |
|
Non-executive (independent)
director Born in 1945 in Santander (Spain).
Joined the board in 2010.
Graduate in Law and in Business Administration.
Other significant positions: he was director of Banco Santander from 1972 to 1999
and director of Banco Banif, S.A. from 2001 to 2013. Currently, he holds various positions in investment trusts.
Committees of the board of which he is a member
Executive risk, audit, appointments, remuneration and risk supervision, regulation and compliance. |
|
|
|
|
|
78 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Juan Rodríguez Inciarte |
|
Ms Isabel Tocino Biscarolasaga |
|
Mr Juan Miguel Villar Mir |
|
Mr Ignacio Benjumea Cabeza de Vaca |
|
|
|
|
Executive director and executive vice president
Born in 1952 in Oviedo (Spain).
Joined the board in 2008.
Graduate in Economics. Other significant positions: he is director of Santander UK plc, Santander Consumer Finance, S.A. and SAM Investment
Holdings Limited. Was formerly a member of the board of directors of The Royal Bank of Scotland and NatWest Bank, director and member of the executive committee of Instituto Bancario San Paolo di Torino and director of First Union (now Wells
Fargo & Company). Has likewise served on the board of NIBC Bank NV, Sovereign Bancorp (now Santander Bank N.A.), CEPSA and ABN AMRO, among others.
Committees of the board of which he is a member Executive risk. |
|
Non-executive (independent)
director Born in 1949 in Santander (Spain).
Joined the board in 2007.
Doctor in Law. She has undertaken graduate studies in business administration at
IESE and the Harvard Business School. Main activity: full professor at
Universidad Complutense de Madrid. Other significant positions: she has
formerly been Spanish Minister for the Environment, chairwoman of the European Affairs Committee and of the Foreign Affairs Committee of the Spanish Congress and chairwoman for Spain and Portugal and vice-chairwoman for Europe of Siebel Systems. She
is currently an elected member of the Spanish State Council, a member of the Royal Academy of Doctors and a non-executive director of ENCE Energía y Celulosa, S.A. and Enagas, S.A.
Committees of the board of which she is a member
Executive, executive risk, audit, remuneration and risk supervision, regulation and
compliance. |
|
Non-executive (independent)
director Born in 1931 in Madrid (Spain).
Joined the board in 2013.
Doctorate in Civil Engineering, graduate in Law and degree in Industrial
Organisation. Main activity: he is the chairman of Grupo OHL and of Grupo
Villar Mir, and represents these entities as vice-chairman of Abertis Infraestructuras, S.A. and Inmobiliaria Colonial, S.A., respectively.
Other significant positions: he was minister of Finance and government vice-chairman for Economic Affairs between 1975 and 1976. He has been chairman of
Electra de Viesgo, Altos Hornos de Vizcaya, Hidro Nitro Española, Empresa Nacional de Celulosa, Empresa Nacional Carbonífera del Sur, Cementos del Cinca y Cementos Portland Aragón and Puerto Sotogrande. He is also currently a
member of the Royal Academy of Engineering. Committees of the board of which he is a
member Audit and risk supervision, regulation and compliance. |
|
General secretary and secretary of the board
Born in 1952 in Madrid (Spain).
Joined the Group in 1987.
Graduate in Law at the Deusto University, ICADE-E3, and Government Attorney.
Other important positions: Vice Chairman of the Fundación de Estudios Financieros. He was Technical General Secretary of the Ministry of Labour
and Social Security, general secretary of Banco de Crédito Industrial, general secretary and executive vice president of Banco Santander de Negocios and director of Dragados, S.A., Bolsas y Mercados Españoles (BME) and of the Governing
Body of the Madrid Stock Exchange. Secretary of committees of the board
Executive, executive risk, audit, appointments, remuneration, risk supervision, regulation
and compliance, international and innovation and technology. |
|
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|
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79 |
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ANNUAL REPORT 2014 |
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3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
Re-election of directors at the 2015 annual general shareholders meeting
Pursuant to article 55 of the Bylaws* and article 22 of the Rules and Regulations of the Board*, directors are appointed to three-year terms, such that
one-third of the board is renewed each year.
The following directors will be proposed for re-election at the 2014 annual general shareholders
meeting, scheduled for 26 or 27 March on first and second call, respectively, and following the order determined by seniority for annual renewal and for renewal of one-third of the board as established by article 55 of the Bylaws: Mr Juan
Rodríguez Inciarte, Mr Matías Rodríguez Inciarte, Mr Juan Miguel Villar Mir and Mr Guillermo de la Dehesa Romero, the first two as executive directors, the third as non-executive (independent) director, and the
last as non-executive (neither proprietary nor independent) director.
* The Bylaws and the Rules and Regulations of the Board of Banco Santander are
published on the Groups website (www.santander.com).
The general shareholders meeting will also be asked to ratify the appointments of Mr Carlos
Fernández González (also re-electing him for a three-year term), Ms Sol Daurella Comadrán, Mr Bruce Carnegie-Brown and Mr José Antonio Álvarez Álvarez, the first three as independent directors
and the last as an executive director. Their professional profiles, together with a description of their activities, appear on the preceding pages.
The
re-elections will be submitted separately to a vote of the shareholders at the general shareholders meeting (article 21.2 of the rules and regulations for the general shareholders meeting). In view of the fact that this election practice
has been followed since the 2005 annual general shareholders meeting, the election of all of the current directors has been submitted to a separate vote of the shareholders.
Powers and duties
The basic responsibility of the board of
directors is to supervise the Group, delegating the day-to-day management thereof to the appropriate executive bodies and the various management teams.
1. |
Data as at 23 February 2015. |
2. |
Their appointment will be submitted for ratification at the general shareholders meeting scheduled for 26 or 27 March 2015, on first or second call. |
3. |
The re-election of Mr Guillermo de la Dehesa Romero as a director is expected at the annual general shareholders meeting in 2014, from which moment of his re-election he will be considered a non-executive but
not independent director, having held the position of director for more than 12 years.
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80 |
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ANNUAL REPORT 2014 |
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3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
The Rules and Regulations of the Board (article 3) reserve thereto the power to approve general policies and
strategies and, in particular, strategic plans, management objectives and the annual budget, corporate governance, corporate social responsibility and dividend and treasury share policies, the general risk policy, and the policies for the provision
of information to and for communication with the shareholders, the markets and the public opinion, which power cannot be delegated.
The board also
reserves for itself, and likewise cannot delegate, the following matters, among others: decisions regarding the acquisition and disposition of substantial assets (except when the decisions come within the purview of the shareholders at a general
shareholders meeting) and major corporate transactions; the determination of the remuneration of each director and the approval of the contracts governing the performance by the directors of duties other than those of a director, including
executive duties, as well as the remuneration to which they are entitled for the discharge thereof; the selection, the interim appointment and the on-going evaluation of the directors, the selection, appointment and, if appropriate, removal of the
other members of senior management (executive vice presidents and equivalents) and the monitoring of
management activity and on-going evaluation thereof, as well as the determination of the basic terMs of their contracts, as well as the creation or acquisition of interests in special
purpose entities or in entities registered in countries or territories regarded as tax havens. With respect to certain of the matters mentioned in this paragraph, the executive committee may make any appropriate decisions, by delegation of the board
and whenever justified by reasons of urgency, reporting such decisions to the board at the first subsequent meeting held thereby.
The Bylaws (article 40)
as well as the aforementioned Rules and Regulations (article 5) establish the boards obligation to ensure that the Bank faithfully complies with applicable law, observes usage and good practices of the industries or countries where it does
business and abides by the additional social responsibility principles that it has voluntarily accepted.
In addition, the board of the Bank takes a very
active interest in the Groups risk function. Of its 15 members, 12 are members of at least one of the three board committees with powers in the area of risks: the executive committee, the executive risk committee and the risk supervision,
regulation and compliance committee.
Shareholding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct |
|
|
Indirect |
|
|
Shares represented |
|
|
Total |
|
|
% of share capital |
|
|
Date of first
appointment |
|
|
Date of last
appointment |
|
|
Expiration date8 |
|
Date of last proposal
of the appointments
and remuneration
committees |
|
Ms Ana Botĺn-Sanz de Sautuola y OShea |
|
|
110,464 |
|
|
|
17,334,286 |
|
|
|
|
|
|
|
17,444,750 |
|
|
|
0.124 |
% |
|
|
04.02.1989 |
|
|
|
28.03.2014 |
|
|
First six months of 2017 |
|
|
17.02.2014 |
|
Mr José Antonio Álvarez Álvarez2 |
|
|
425,458 |
|
|
|
|
|
|
|
1,240 |
|
|
|
426,698 |
|
|
|
0.003 |
% |
|
|
25.11.2014 |
4 |
|
|
25.11.2014 |
|
|
First six months of 2018 |
|
|
25.11.2014 |
|
Mr Bruce Carnegie-Brown2 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
0.000 |
% |
|
|
25.11.2014 |
5 |
|
|
25.11.2014 |
|
|
First six months of 2018 |
|
|
21.11.2014 |
|
Mr Matias Rodriguez Inciarte |
|
|
1,385,728 |
|
|
|
120,966 |
|
|
|
181,935 |
|
|
|
1,688,629 |
|
|
|
0.012 |
% |
|
|
07.10.1988 |
|
|
|
30.03.2012 |
|
|
First six months of 2015 |
|
|
17.02.2012 |
|
Mr Guillermo de la Dehesa Romero3 |
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
0.000 |
% |
|
|
24.06.2002 |
|
|
|
22.03.2013 |
|
|
First six months of 2016 |
|
|
17.02.2014 |
|
Mr Rodrigo Echenique Gordillo |
|
|
658,758 |
|
|
|
13,594 |
|
|
|
|
|
|
|
672,352 |
|
|
|
0.005 |
% |
|
|
07.10.1988 |
|
|
|
28.03.2014 |
|
|
First six months of 2017 |
|
|
13.02.2013 |
|
Ms Sheila C. Bair |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
0.000 |
% |
|
|
27.01.2014 |
|
|
|
27.01.2014 |
|
|
First six months of 2017 |
|
|
23.01.2014 |
|
Mr Javier Botin-Sanz de Sautuola y OShea |
|
|
4,793,481 |
|
|
|
|
|
|
|
128,348,014 |
|
|
|
133,141,495 |
|
|
|
0.947 |
% |
|
|
25.07.2004 |
|
|
|
22.03.2013 |
|
|
First six months of 2016 |
|
|
13.02.2013 |
|
Ms Sol Daurella Comadrán2 |
|
|
920 |
|
|
|
270,370 |
|
|
|
|
|
|
|
271,290 |
|
|
|
0.002 |
% |
|
|
25.11.2014 |
6 |
|
|
25.11.2014 |
|
|
First six months of 2018 |
|
|
21.11.2014 |
|
Mr Carlos Fernández González2 |
|
|
15,434,451 |
|
|
|
|
|
|
|
|
|
|
|
15,434,451 |
|
|
|
0.110 |
% |
|
|
25.11.2014 |
5 |
|
|
25.11.2014 |
|
|
First six months of 2018 |
|
|
21.11.2014 |
|
Ms Esther Giménez-Salinas i Colomer |
|
|
5,181 |
|
|
|
|
|
|
|
|
|
|
|
5,181 |
|
|
|
0.000 |
% |
|
|
30.03.2012 |
|
|
|
28.03.2014 |
|
|
First six months of 2017 |
|
|
17.02.2014 |
|
Mr Ángel Jado Becerro de Bengoa |
|
|
2,050,000 |
|
|
|
5,100,000 |
|
|
|
|
|
|
|
7,50,000 |
|
|
|
0.051 |
% |
|
|
11.06.2010 |
|
|
|
22.03.2013 |
|
|
First six months of 2016 |
|
|
13.02.2013 |
|
Mr Juan Rodriguez Inciarte |
|
|
1,673,175 |
|
|
|
|
|
|
|
|
|
|
|
1,673,175 |
|
|
|
0.012 |
% |
|
|
28.01.2008 |
|
|
|
30.03.2012 |
|
|
First six months of 2015 |
|
|
17.02.2012 |
|
Ms Isabel Tocino Biscarolasaga |
|
|
166,888 |
|
|
|
|
|
|
|
|
|
|
|
166,888 |
|
|
|
0.001 |
% |
|
|
26.03.2007 |
|
|
|
22.03.2013 |
|
|
First six months of 2016 |
|
|
13.02.2013 |
|
Mr Juan Miguel Villar Mir |
|
|
1,176 |
|
|
|
|
|
|
|
|
|
|
|
1,176 |
|
|
|
0.000 |
% |
|
|
07.05.2013 |
|
|
|
28.03.2014 |
|
|
First six months of 2017 |
|
|
17.02.2014 |
|
Mr Ignacio Benjumea Cabeza de Vaca |
|
|
26,705,822 |
|
|
|
22,839,216 |
|
|
|
128,531,189 |
|
|
|
178,076,227 |
|
|
|
1.266 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
4. |
Effective 13 January 2015. |
5. |
Effective 12 February 2015. |
6. |
Effective 18 February 2015. |
7. |
However, and pursuant to the provisions of article 55 of the Bylaws, one-third of the board will be renewed each year, based on length of service and according to the date and order of the respective appointment.
|
|
|
|
|
|
|
|
|
|
81 |
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
|
|
|
|
|
82 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
Size and composition of the board
Since the end of 2010, the size of the board has been reduced by 25%, from 20 to 15 members.
The composition of the board of directors is balanced between executive and non-executive directors. All members are distinguished by their professional
ability, integrity and independence of opinion.
Pursuant to article 6.3 of the Rules and Regulations of the Board, the appointments committee verified
the status of each director at its meetings of 20 and 23 February 2015. Its proposal was submitted to the board, which approved it at its meeting of 23 February 2015.
Of the 15 members currently sitting on the board, five are executive and 10 are non-executive. Of the latter, nine are independent and one is proprietary.
The following changes to the composition of the board occurred during financial year 2014:
After the death of the former chairman, Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, the Banks board of directors
agreed to appoint Ms Ana Botín-Sanz de Sautuola y OShea as executive chairman of the Bank at its meeting of 10 September 2014.
At
its meeting of 25 November, the board appointed Mr José Antonio Álvarez Álvarez as chief executive officer, replacing Mr Javier Marín Romano, and also approved the appointments of Mr Bruce
Carnegie-Brown, as vice-chairman, independent director and lead director, and of Ms Sol Daurella Comadrán and Mr Carlos Fernández González, as independent directors, filling the vacancies created by the death of
Mr Emilio Botín-Sanz de Sautuola y García de los Ríos as well as by the resignations of Mr Fernando de Asúa Álvarez and Mr Abel Matutes Juan.
At its meeting of 16 January 2015, the board of directors approved the appointment of Mr Rodrigo Echenique Gordillo, vice-chairman of the board, as
an executive director thereof with responsibility for the compliance function in accordance with the regulatory recommendations on corporate governance, also assuming the other duties assigned to him by the chairman of the Bank.
* |
Data at 23 February 2015. |
Executive directors
Pursuant to the Rules and Regulations of the Board (article 6.2.a)), the following are executive directors: Ms Ana Botín-Sanz de Sautuola y
OShea, Mr José Antonio Álvarez Álvarez, Mr Rodrigo Echenique Gordillo, Mr Matías Rodríguez Inciarte and Mr Juan Rodríguez Inciarte.
Proprietary non-executive directors
According to article
6.2.b) of the Rules and Regulations of the Board, proprietary directors are non-executive directors who hold or represent shareholdings equal to or greater than the one legally considered as significant, or who have been designated for their
condition as shareholders despite their shareholdings not reaching the threshold to be considered significant, as well as anyone representing such shareholders.
Taking into account the circumstances of the case, and upon the prior report of the appointments committee, the board considers Mr Javier
Botín-Sanz de Sautuola y OShea to be a proprietary non-executive director.
Independent non-executive directors
The Rules and Regulations of the Board (article 6.2.c)) include the legal definition of independent director established in article 8 of Order ECC/461/2013,
which coincides with that currently established in section 529 duodecies (4) of the Companies Act.
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Taking into account the circumstances of each case and upon a prior report of the appointments committee, the
board considers the following nine directors to be independent non-executive directors: Mr Bruce Carnegie-Brown, Mr Guillermo de la Dehesa Romero, Ms Sheila C. Bair, Ms Sol Daurella Comadrán, Mr Carlos
Fernández González, Ms Esther Giménez-Salinas i Colomer, Mr Ángel Jado Becerro de Bengoa, Ms Isabel Tocino Biscarolasaga and Mr Juan Miguel Villar Mir.
Mr Guillermo de la Dehesa Romero, who is currently considered to be an independent non-executive director, will continue to be considered as such until
the completion of his term at the next general shareholders meeting. The board has agreed to propose his re-election as non-executive director, neither proprietary nor independent, at the general shareholders meeting.
Given the current number of directors (15), independent non-executive directors account for 60% of the board.
Such percentage significantly exceeds the minimum of one-third established by article 6.1 of the Rules and Regulations of the Board and reflects the
boards goal for the board to be made up predominantly of non-executive directors, which in turn are predominantly independent.
Diversity on the
board
As established in article 17.4a) of the Rules and Regulations of the Board, the appointments committee is responsible for proposing and reviewing
the standards that must be followed for the composition of the board and for determining who is to be proposed for the position of director.
As regards
gender diversity, both the appointments committee and the board of directors are aware of the importance of fostering equal opportunities between men and women and of the appropriateness of appointing to the board women who fulfil the requirements
of ability, suitability and effective dedication to the position of director.
At the proposal of the appointments committee, the board has approved a
goal regarding its composition setting the minimum percentage of female directors at 25%.
At present, there are five women on the board of directors, of whom one is its chairman, Ms Ana
Botín-Sanz de Sautuola y OShea, while the others are non-executive independent directors: Ms Sheila C. Bair, Ms Sol Daurella Comadrán, Ms Esther Giménez-Salinas and Ms Isabel Tocino Biscarolasaga.
The percentage of women on the Banco Santander board (33.3%) is clearly higher than the average for large European listed companies. According to a study
carried out by the European Commission with data from March 2014, this percentage was 17.8% for the group of 28 countries forming the European Union and 14.8% for Spain.
Executive chairman and chief executive officer
The chairman of
the board is the highest-ranking officer of the Bank (article 48.1 of the Bylaws and article 8.1 of the Rules and Regulations of the Board) and all the powers that may be delegated under the law, the Bylaws and the Rules and Regulations of the Board
have been delegated thereto.
Pursuant to article 10.3 of the Rules and Regulations of the Board, the chief executive officer is entrusted with the
day-to-day management of the various business areas.
There is a clear separation of duties between the executive chairman, the chief executive officer,
the board, and its committees, and various checks and balances that assure proper equilibrium in the corporate governance structure of the Bank, including the following:
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The board and its committees oversee and control the activities of both the executive chairman and the CEO. |
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The lead director, who is independent, chairs the appointments, the remuneration and the risk supervision, regulation and compliance committees. |
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The executive risk committee is chaired by an executive vice chairman of the board who does not report to the CEO. |
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The audit committee is chaired by a vice chairman who is an independent director. |
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The powers delegated to the executive chairman and the CEO exclude those that are exclusively reserved for the board itself.
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Succession plans for the chairman and the chief executive officer
Succession planning for the main directors is a key element of the good governance of the Bank, assuring an orderly leadership transition at all times. This
process is regulated in article 24 of the Rules and Regulations of the Board.
Appointment of the new chairman
After the death of the former chairman, Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, at its meeting of 10 September
2014 the Banks board of directors resolved to appoint Ms Ana Botín-Sanz de Sautuola y OShea as executive chairman of the Bank.
Pursuant to the provisions of article 24 of the Rules and Regulations of the Board, the appointments and remuneration committee proposed such appointment.
Having analysed the suitability of Ms Botín, the appointments and remuneration committee considered that given her personal and professional qualities, her experience, her career within the Group and her unanimous national and
international recognition, she was the most appropriate person for the position.
Rules for interim replacement of the chairman
Article 44.2 of the Bylaws sets out interim replacement rules for the temporary performance (in cases of absence, inability to act or indisposition) of the
duties of the chairman of the board of directors in the absence of the vice-chairmen.
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Number |
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% of |
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Number of |
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of female |
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female |
|
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|
members |
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directors |
|
|
directors |
|
Board |
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15 |
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|
|
5 |
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|
|
33.3 |
% |
Executive committee |
|
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7 |
|
|
|
2 |
|
|
|
28.6 |
% |
Executive risk committee |
|
|
6 |
|
|
|
1 |
|
|
|
16.7 |
% |
Audit committee |
|
|
5 |
|
|
|
1 |
|
|
|
20.0 |
% |
Appointments committee |
|
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5 |
|
|
|
1 |
|
|
|
20.0 |
% |
Remuneration committee |
|
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5 |
|
|
|
2 |
|
|
|
40.0 |
% |
Risk supervision, regulation and compliance committee |
|
|
7 |
|
|
|
2 |
|
|
|
28.6 |
% |
Innovation and technology |
|
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7 |
|
|
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2 |
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|
|
28.6 |
% |
International committee |
|
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5 |
|
|
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2 |
|
|
|
40.0 |
% |
Lead director
By resolution of
the general shareholders meeting of 28 March 2014, the figure of lead director (consejero coordinador), already established in the Rules and Regulations of the Board, has been included in the Bylaws, the responsibilities thereof
being defined in article 49 bis. Pursuant to those provisions, the lead director will be especially authorised to: (i) request that a meeting of the board of directors be called or that new items be added to the agenda for a meeting
of the board that has already been called; (ii) coordinate and organise meetings of the non-executive directors; and (iii) direct the regular evaluation of the chairman of the board of directors.
At its meeting of 25 November 2014, the board of directors appointed Mr Bruce Carnegie-Brown as first vice-chairman and lead director, replacing
Mr Fernando de Asúa Álvarez.
The appointment of the lead director has been made for an indefinite period and with the abstention of
the executive directors, as provided in the Bylaws.
Secretary of the board
The Bylaws (article 45.2) include among the duties of the secretary those of ensuring the formal and substantive legality of all action taken by the board,
ensuring observance of the good governance recommendations adopted by the Bank, and ensuring that governance procedures and rules are observed and regularly reviewed.
The secretary of the board is the general secretary of the Bank, and also acts as secretary of all the committees of the board.
The Rules and Regulations of the Board (article 17.4.d)) provide that the appointments committee must report on proposals for the appointment or withdrawal of
the secretary of the board prior to submission thereof to the board.
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3. CORPORATE GOVERNANCE REPORT 2. BANCO
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Proceedings of the board
There were 16 meetings during financial year 2014.
The board
holds its meetings in accordance with an annual calendar. The Rules and Regulations of the Board provide that the board shall hold not less than nine annual ordinary meetings.
The board shall meet whenever the chairman so decides, acting on her own initiative or at the request of not less than three directors (article 46.1 of the
Bylaws). Additionally, the lead director shall be especially authorised to request that a meeting of the board of directors be called or that new items be added to the agenda for a meeting that has already been called (article 49. bis.1
(i) of the Bylaws).
When directors cannot attend a meeting personally, they may give a proxy to any other director, in writing and specifically for
each meeting, to represent them for all purposes at such meeting. A proxy shall be given with instructions. Non-executive directors may only be represented by another non-executive director.
The board may meet in various rooms at the same time, provided that interactivity and communication among them in real time is ensured by audiovisual
means or by telephone and the concurrent holding of the meeting is thereby ensured.
Meetings of the board shall be validly held when more than one-half
of its members are present in person or by proxy.
Except in instances in which a greater majority is specifically required pursuant to legal provisions,
the Bylaws or the Rules and Regulations of the Board, resolutions are adopted by absolute majority of the directors attending in person or by proxy. In the event of a tie, the chairman has a tie-breaking vote.
In 2014, the board was kept continuously and fully informed of the performance of the various business areas of the Group through the management reports and
risk reports presented by the chief executive officer and the executive vice-chairman who chairs the executive risk committee, respectively.
During the
year, the board has also reported on the conclusions of the external and internal audits.
The chart below shows a breakdown of the approximate time dedicated to each duty at the meetings held by the
board in financial year 2014.
Dedication to board duties
One of the directors duties expressly established in the Rules and Regulations of the Board is that of diligent management, which, among other duties,
requires that directors dedicate the necessary time and effort to their position. The maximum number of boards of directors to which they may belong is established in section 26 of Law 10/2014, of 26 June, on the organisation, supervision and
solvency of credit institutions.
In this regard, the directors of the Bank may not at the same time hold more than: (a) one executive position and
two non-executive positions; or (b) four non-executive positions. For such purposes, positions held within the same group (including companies in which the Bank has a significant shareholding) will be counted as a single position, and positions
held at non-profit organisations or organisations not pursuing commercial ends will not be counted. The European Central Bank may authorise a director to hold an additional non-executive position if it considers that it does not impede the proper
performance of the directors duties at the Bank.
Comparison of number of meetings held*
In a study carried out on the dedication of directors, the firm Spencer Stuart concluded that the average time
dedicated by each director of the Bank to the tasks of the board and its committees was 300.1 hours, against an average of 80.8 hours for the directors of the main banks in the UK (Lloyds, Barclays, Standard Chartered and HSBC), 120.8 hours for
those in the US and Canada (Bank of America, Goldman Sachs, JP Morgan Chase, Citigroup, Morgan Stanley, Wells Fargo and Royal Bank of Canada), and 109.6 hours for a range of international banks (Société Générale, BNP Paribas,
BBVA, Credit Suisse, Deutsche Bank, UBS, UniCredit, Intesa SanPaolo, Nordea and Itaú).
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Europe |
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|
|
US and |
|
|
|
|
|
and other |
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|
Canada |
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|
UK |
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|
countries |
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|
Santander |
|
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average |
|
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average |
|
|
average |
|
Board |
|
|
11 |
|
|
|
13.7 |
|
|
|
8.8 |
|
|
|
12.8 |
|
Executive committee |
|
|
59 |
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|
|
3 |
|
|
|
|
|
|
|
22.0 |
|
Executive risk committee |
|
|
98 |
|
|
|
7.7 |
|
|
|
7.3 |
|
|
|
13.8 |
|
Audit committee |
|
|
11 |
|
|
|
12.1 |
|
|
|
9.3 |
|
|
|
10.8 |
|
Appointments committee** |
|
|
11 |
|
|
|
6.1 |
|
|
|
3.3 |
|
|
|
6.2 |
|
Remuneration committee** |
|
|
11 |
|
|
|
8.7 |
|
|
|
7.5 |
|
|
|
9.0 |
|
* |
The data refer to 2012, the latest year for which comparative information is available. |
** |
Until 23 October 2014, there was a combined appointments and remuneration committee.
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The directors shall endeavour to ensure that absences from meetings of the board and of the committees to which
they belong are reduced to cases of absolute necessity.
The appointments committee analyses directors dedication to their position on an annual
basis, using information received regarding their other professional obligations and other available information to evaluate whether the directors are able to dedicate the necessary time and effort to complying with the duty of diligent management.
Dedication is also taken into account for re-election, since proposals by the appointments committee must contain an evaluation of work and of effective dedication to the position during the latest period of time in which the proposed director has
performed his or her duties.
Training of directors and information programme
As a result of the self-evaluation of the board carried out in 2005, an on-going director training programme was put in place.
Seven meetings were held in 2014 with an average attendance of nine directors, who devoted approximately one hour to each session. Various issues were
reviewed in depth at such meetings, including: risk decision systems and future trends, the technological implications of the new regulatory system and the European Bank Recovery and Resolution Directive, as well as aspects relating to the
Groups business in capital markets, operational risk, the Advanced Management Model, and the new European supervisory authority.
The Rules and
Regulations (article 21.7) provide that the board shall make available to new directors an information programme providing quick and sufficient information regarding the Bank and its Group, including the governance rules thereof.
The board members Mr Bruce Carnegie-Brown, Ms Sol Daurella Comadrán and Mr Carlos Fernández González, appointed by
resolution of the board at its meeting of 25 November 2014, attend in an information programme for new directors, which addressed the following matters:
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|
|
General presentation of the Group and of the regulatory context within which it operates. |
|
|
|
Main territories and businesses of the Group. |
|
|
|
Key support areas (technology and operations, risk and audit). |
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|
|
Sustainability, communication and the Santander brand. |
Self-evaluation by the board
In line with the provisions of the Rules and Regulations of the Board, the on-going self-evaluation exercise performed by the board with the support of the
firm Spencer Stuart, on the basis of a questionnaire and personal interviews with the directors, includes a special section for the individual evaluation of the chairman of the board, the chief executive officer and the other directors, as well as
an independent evaluation based, among other things, on benchmarking with respect to other comparable international banks.
The last self-evaluation exercise focused on the following subjects: organisation, operation and content of the
board and its committees; comparison with other international banks; and open questions relating to the future (strategy and internal and external factors that may affect the Group) and other matters of interest.
As in recent years, the directors highlighted the following as strengths of the Groups corporate governance: the high level of devotion and commitment
of the members of the board and their involvement in the control of all risks, not merely credit risks; the directors experience in and knowledge of the banking business; balance between executive and non-executive directors, both on the board
and on its committees; and the very good operation of the board committees, particularly the executive committee.
For the independent evaluation
exercise, Spencer Stuart performed a comparison with 23 leading international financial institutions with regard to the composition and dedication of the board, remuneration, and other aspects of corporate governance, with the Bank holding a very
notable position.
Appointment, re-election and ratification of directors
The proposals for appointment, re-election and ratification of directors, regardless of the status thereof, that the board of directors submits to the
shareholders for consideration at the general shareholders meeting, as well as the appointment decisions made by the board itself in the exercise of its powers to make interim appointments as permitted by law, must, in turn, be preceded by the
corresponding proposal of the appointments committee.
Although the proposals of such committee are not binding, the Rules and Regulations of the Board
provide that if the board does not follow them, it must give reasons for its decision.
Currently, all directors have been appointed or re-elected at the
proposal of the appointments committee.
Some specific measures adopted as a consequence of the boards self-evaluation in the last years
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An amendment to the Bylaws, approved at the general shareholders meeting, to reduce the maximum size of the board from 30 directors to 22. |
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A more detailed replacement procedure for positions on the board, in particular those of chairman and chief executive, established in the Rules and Regulations of the Board. |
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Holding of annual board meetings dedicated specifically to the strategy of the Group. |
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An on-going director training programme that has been carried out continuously since it was proposed during the self-evaluation process of 2005.
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Due to the vacancies left on the board by the death of the former chairman, Mr Emilio Botín Sanz de
Sautuola y García de los Ríos, and the resignations from their posts and other positions on the board presented by the independent directors Mr Fernando de Asúa Álvarez and Mr Abel Matutes Juan, the appointments
committee commenced a process to select new directors, with the assistance of the firm Russell Reynolds Associates, which engaged in the search process based on an evaluation of the skills of the board (using a skill map) to determine the profiles
that would optimise the strategic objectives of the Group.
Various candidates were considered for each vacancy.
Pursuant to an analysis of competencies and diversity, the skills sought to be strengthened on the board were
those relating to the following matters: business knowledge beyond banking, new technologies; strategy, international experience, and range of nationalities, and, lastly, diversity (particularly the number of women). Based on the foregoing, the
committee proposed to the board the appointment as independent directors of Mr Bruce Carnegie-Brown, Ms Sol Daurella Comadrán and Mr Carlos Fernández González, whose profiles may be consulted in the preceding
pages of this report.
In selecting Mr José Antonio Álvarez Álvarez as CEO, the appointments committee considered several candidates,
concluding that the then executive vice president in charge of the financial management and investor relations division of Grupo Santander was the most suitable person for this position.
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3. CORPORATE GOVERNANCE REPORT 2. BANCO
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Remuneration
Remuneration system
The shareholders acting at the
general shareholders meeting of 28 March 2014 resolved to amend the Bylaws to adjust the remuneration regime of the executive directors to the provisions contained in Royal Decree-Law 14/2013 (today Law 10/2014) and in CRD IV, such that
the variable components of their remuneration may not exceed 100% of the fixed components, unless the shareholders acting at the general shareholders meeting approve a higher ratio, which shall in no case exceed 200%.
With relation to the foregoing, the shareholders acting at the aforementioned general shareholders meeting approved a maximum ratio between fixed and
variable components of executive directors remuneration of 200% for financial year 2014.
The remuneration of directors is approved by the board at
the proposal of the remuneration committee, except for such remuneration as consists of the delivery of shares or options thereon, or that is paid under other remuneration systems established by reference to the value of the shares of the Bank,
the approval of which, under the law and the Bylaws, is within the purview of the shareholders acting at a general shareholders meeting, at the proposal of the board made after a report of the remuneration committee.
The Groups policy provides that only executive directors may be beneficiaries of remuneration systems consisting of the delivery of shares or
rights thereon.
Remuneration of the board in 2014
In 2014, the board resolved to increase the total remuneration of the directors, for all items, by 8.9%.
The total amount accrued by the board as attendance fees amounted to 4.4 million euros in 2014, which is 27.2% lower than the maximum amount of
6 million euros approved by the shareholders for the financial year and very similar to the amount paid in 2013.
The chart below shows the evolution
of total remuneration of directors with executive duties against the total return for shareholders pay for performance.
All details regarding the
director remuneration policy in 2014 may be consulted in the report of the remuneration committee forming part of the corporate documentation of Banco Santander.
Anticipation of and adjustment to the regulatory framework
The board of directors, at the proposal of the remuneration committee, promotes and encourages a remuneration system that fosters a rigorous management of
risks, and implements ongoing monitoring of the recommendations issued by the principal national and international bodies with authority in this field.
Annual director remuneration report
As provided in
section 541 of the Companies Act and in the Bylaws (article 59.1), the board of directors annually approves an annual director remuneration report, which sets forth the standards of and basis for determining remuneration for the current financial
year, as well as an overall summary of the application of the remuneration policy during the financial year ended, and a breakdown of the individual remuneration paid for all items to each of the directors during such financial year, making the
report available to the shareholders on occasion of the call to the annual general shareholders meeting and submitting it to a consultative vote.
The content of such report is subject to the provisions of article 10 of Order ECC/461/2013 and in CNMV Circular 4/2013, of 12 June, which provisions
have not been amended following the entry into force of the aforementioned section 541 of the Companies Act (introduced by Law 31/2014).
In 2014, the
report corresponding to financial year 2013 was submitted to the shareholders at the general shareholders meeting held on 28 March, as a separate item on the agenda and as a consultative matter, with 91.422% of the votes being in favour
of the report.
In 2015, as well as submitting the annual report on director remuneration in respect of 2014 to the consultative vote of shareholders at
the general meeting, the board will also propose the binding approval of the director remuneration policy for 2015 and 2016, in compliance with the new article 529 novodecies of the Capital Corporations Act.
Transparency
Pursuant to the Bylaws (article 59.2), the
annual report includes itemised information on the remuneration received by each director, with a statement of the amounts for each item of
* |
Remuneration data of executive directors in euro thousands and return for shareholders in percentages. |
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3. CORPORATE GOVERNANCE REPORT 2. BANCO
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remuneration. The report also sets forth, on an individual basis for each item, the remuneration for the
executive duties entrusted to the executive directors of the Bank. All such information is contained in note 5 to the Groups legal report.
Duties
of directors, related-party
transactions and conflicts of interest
Duties
The duties of the directors are governed by the
Rules and Regulations of the Board4, which conform to both the provisions of current Spanish law and to the recommendations of the Unified Good Governance Code.
The Rules and Regulations expressly provide for the duties of diligent management, loyalty, secrecy and inactivity in the event of knowledge of confidential
information.
The duty of diligent management includes the directors duty to adequately inform themselves of the progress of the Bank and to
dedicate the time and effort needed to effectively carry out their duties.
Related-party transactions
No member of the board of directors, no person represented by a director, and no company of which such persons, or persons acting in concert with them or
through nominees therein, are directors, members of senior management or significant shareholders, has to the Banks awareness entered into any significant transaction or any transaction on non-customary market conditions with the Bank during
financial year 2014 and through the date of publication of this report.
The board, without the intervention of the interested party and on a prior
favourable report of the remuneration committee, authorised the sale by the Bank under market conditions of 2,403,923 shares of MED 2001 Inversiones, Sicav, S.A., of which it was the owner, to Mr Ángel Jado Becerro de Bengoa and
companies of his family group.
Control mechanisms
As provided in the Rules and Regulations of the Board (article 30), directors must inform the board of any direct or indirect conflict
of interest with the interests of the Bank in which they may be involved. If the conflict relates to a transaction, the director may not carry it out without the approval of the board, following
a report from the appointments committee.
The director involved must abstain from participating in the discussion and voting on the transaction to which
the conflict refers, the body in charge of resolving any disputes being the board of directors itself.
In addition to the above-described situation,
there were another 136 occasions during financial year 2014 on which other directors abstained from participating in and voting on the discussion of matters at the meetings of the board of directors or of the committees thereof.
The breakdown of the 103 cases is as follows: on 52 occasions, the abstention was due to proposals to appoint, re-elect, withdraw or empower directors; on 43
occasions, the matter under consideration was the approval of terms of remuneration; on 27 occasions, the matter concerned discussion of financing proposals or other risk transactions in favour of companies related to various directors; on 5
occasions abstention related to the suitability evaluation procedure that the Bank, as a credit institution, must undertake regarding members of the management body and holders of key positions, all in accordance with the provisions of Royal Decree
84/2015; on 4 occasions, the abstention concerned the annual verification of the status of the directors made by the appointments and remuneration committee pursuant to article 6.3 of the Rules and Regulations of the Board; on 3 occasions, the
matter concerned the evaluation entrusted to the appointments committee under article 17.4 g) of the Rules and Regulations of the Board regarding the professional obligations of the directors to evaluate if such obligations may interfere with the
dedication required thereof for the effective performance of their work; on one occasion, the matter concerned approval of a related-party transaction; and on another the matter related to the attendance of a director as a guest at the meetings of
the committees of the board when the director was no longer a member thereof.
Some measures taken by the board
2012: maximum limit for
increases in share capital
without pre-emptive rights
At the proposal of the board, the shareholders for the first time established a maximum limit on the power to exclude pre-emptive rights for increases
in share capital; pre-emptive rights may only be excluded for up to the equivalent of 20% of the share capital of the Bank as of the date of the general shareholders meeting.
2013: cap on annual
remuneration of the directors
The shareholders
established a maximum amount of six million euros, which may only be amended by a decision of the shareholders acting at the general shareholders meeting.
2014: maximum variable
remuneration for
executive directors
The shareholders approved an amendment to the Bylaws establishing a maximum ratio between the fixed and variable components of total remuneration of the
executive directors and other employees belonging to categories with professional activities that significantly affect the risk profile of the Group.
4. |
The recent Law 31/2014 amends the regulation of directors duties contained in the Companies Act. At the next general shareholders meeting, the board willpropose the corresponding amendments to adapt the
Bylaws to such regulations, which shall be followed by the corresponding amendments to the Rules and Regulations of the Board. |
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90 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
Committees of the board
General information
The board has the following
decision-making committees: an executive committee, to which general decision-making powers are delegated, and an executive risk committee, with delegated powers specifically relating to risk.
The board also has other committees with powers of supervision, information, advice and proposal (the audit,
appointments, remuneration, risk supervision, regulation and compliance, innovation and technology and international committees).
Number of meetings and duration of committees
|
|
|
|
|
|
|
|
|
Committees |
|
No. of meetings |
|
|
Hours1 |
|
Executive committee |
|
|
65 |
|
|
|
325 |
|
Executive risk committee |
|
|
96 |
|
|
|
288 |
|
Audit committee |
|
|
13 |
|
|
|
65 |
|
Appointments and remuneration committee2 |
|
|
21 |
2 |
|
|
63 |
2 |
Risk supervision, regulation and compliance committee3 |
|
|
5 |
|
|
|
25 |
|
Innovation and technology |
|
|
2 |
|
|
|
4 |
|
International committee |
|
|
|
|
|
|
|
|
1. Estimated average hours devoted by each director.
2. Pursuant to articles 54.1 of the Bylaws and 17.10 of the Rules and Regulations of the Board, at its meeting on
23 October 2014, the board of directors unanimously resolved to separate into two the appointments and remuneration committee, which until such date had met on 12 occasions, with an average dedication of approximately 36 hours per director in
preparing and participating in the meetings. Subsequently, within the 2014 financial year, the appointments and the remuneration committees held 5 and 4 meetings, with an average dedication of approximately 15 and 12 hours, respectively, per
director.
3. In accordance with the provisions of article 54 bis of the Bylaws and article 17 bis of the
Rules and Regulations of the Board, the risk supervision, regulation and compliance committee held its first meeting on 23 July 2014.
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91 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
Executive committee
The executive committee is a basic instrument for the corporate governance of the Bank and its Group. It exercises by delegation all the powers of the board
(except those which cannot be legally delegated or which cannot be delegated pursuant to the law, the Bylaws or the Rules and Regulations of the Board). It reports to the board on the principal matters dealt with and resolutions adopted and makes
the minutes of its meetings available to the directors. It meets once per week.
There are currently seven directors sitting on the committee, of whom
four are executive and the other three are independent non-executive directors.
Its duties, composition and functioning are established in the Bylaws
(article 51) and in the Rules and Regulations of the Board (article 14).
Executive risk committee
This is also an executive committee, with powers delegated thereto by the board in matters regarding risks. It normally meets twice per week.
It is governed by the Bylaws (article 52) and the Rules and Regulations of the Board (article 15), which define the composition, functioning and duties of
this committee.
The committee is currently made up of six directors, of whom four are executive and two are independent non-executive directors. Its
chairman is a vice-chairman with executive duties, pursuant to the Rules and Regulations of the Board (article 15.1).
Pages 168 et seq. of this
annual report contain broad information on the executive risk committee and the Groups risk policies.
Audit committee
The audit committee, among other duties, reviews the Groups financial information and its internal control systems, serves as a communication channel
between the board and the auditor, ensuring the independent exercise of the latters duty, and supervises work regarding the internal audit function. It normally meets on a monthly basis (it met 13 times in 2014).
As provided in the Bylaws (article 52) and the Rules and Regulations of the Board (article 16), the committee must be made up of non-executive directors, the
majority of whom must be independent, with an independent director acting as chairman.
It is currently composed of five independent non-executive
directors.
Appointments committee
The appointments
committee, among other duties, proposes the appointments of members of the board, including executive directors, and those of the other members of senior management and key Group personnel.
The Bylaws (article 54) and the Rules and Regulations of the Board (article 17) provide that this committee is also to be made up exclusively of non-executive
directors and that its chairman shall be an independent director.
It is currently composed of five independent non-executive directors.
Remuneration committee
Banco Santander established the remuneration committee, then named the compensation committee, in 1995.
Among other duties, this committee proposes the director remuneration policy to the board, producing the corresponding report, and proposes the remuneration
of the members of the board, including executive directors, and that of the other members of senior management and key Group personnel also proposing the remuneration policy for the latter.
The Bylaws (article 54) and the Rules and Regulations of the Board (article 17) provide that this committee is also to be made up exclusively of non-executive
directors, and that its chairman shall be an independent director.
Its five current members are independent non-executive directors.
Risk supervision, regulation and compliance committee
The risk supervision, regulation and compliance committee, among other duties, supports and advises the board regarding the definition and evaluation of risk
strategy and policies and with relation to authorities and regulators in the various countries in which the Group has a presence, and monitors compliance with the General Code of Conduct and with the Banks governance rules and compliance
programme generally. It normally meets on a monthly basis (it met 5 times in 2014)5.
As provided in
the Bylaws (article 54 bis) and the Rules and Regulations of the Board (article 17 bis), the committee must be made up of non-executive directors, the majority of whom must be independent, with an independent director acting as
chairman.
It is currently composed of seven independent non-executive directors.
International committee
Pursuant to article 13 of the
Rules and Regulations of the Board, the international committee has the duty to monitor the development of the Groups strategy and of the activities, markets and countries in which the Group desires to have a presence through direct
investments or specific transactions. It is kept informed of the commercial initiatives and strategies of the various units within the Group and of the new projects presented thereto.
It is made up of five directors, of whom two are executive and three are independent non-executive.
Innovation and technology committee
Pursuant to article
13 of the Rules and Regulations of the Board, the innovation and technology committee (previously, technology, productivity and quality committee) has the duty to review and report on plans and activities regarding information systems and
programming of applications, investments in computer equipment, design of operating processes in order to improve productivity, and programmes for the improvement of service quality and measurement procedures, as well as those relating to means and
costs.
It is made up of seven directors, of whom four are executive and three are independent non-executive.
5. |
The risk supervision, regulation and compliance committee held its first meeting on 23 July 2014. |
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92 |
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ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 2. BANCO
SANTANDERS BOARD OF DIRECTORS |
In accordance with the Rules and Regulations of the Board, any director may attend meetings of board committees
of which the director is not a member, with the right to participate but not to vote, at the invitation of the chairman of the board and of the respective committee, and by prior request to the chairman of the board.
Additionally, all board members who are not also members of the executive committee may attend its meetings, whatever the reason for the chairman calling such
meetings. During financial year 2014, six directors not forming part of the executive committee each attended an average of 15 meetings thereof.
The
audit, appointments, remuneration, and risk supervision, regulation and compliance committees have prepared reports on their activities in 2014, containing, among other things, a description of the manner in which such committees carry out the
Groups supervision of risk, internal audit and compliance. The report of the remuneration committee also includes the director remuneration policy. All such reports are made available to the shareholders as part of the annual documentation of
the Bank for financial year 2014.
Attendance at meetings of the board of
directors and its committees in 2014
Pursuant to the
Rules and Regulations of the Board (article 20.1), absences from meetings must be limited to unavoidable cases. The average attendance rate at meetings of the board in financial year 2014 was 89.84%.
Committees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decision-making |
|
|
Reporting |
|
Directors |
|
Board |
|
|
Executive |
|
|
Executive risk |
|
|
Audit |
|
|
Appointments and remuneration8 |
|
|
Appointments8 |
|
|
Remuneration8 |
|
|
Risk supervision, regulation and compliance9 |
|
|
Innovation and technology |
|
|
International |
|
Average attendance |
|
|
89.8 |
% |
|
|
89.1 |
% |
|
|
83.3 |
% |
|
|
98.1 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
93,8 |
% |
|
|
95.0 |
% |
|
|
100 |
% |
|
|
|
|
Individual attendance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms Ana Botín-Sanz de Sautuola y O´Shea1 |
|
|
15/16 |
|
|
|
50/65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/2 |
|
|
|
|
|
Mr Matías Rodríguez Inciarte |
|
|
16/16 |
|
|
|
63/65 |
|
|
|
96/96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Guillermo de la Dehesa Romero |
|
|
16/16 |
|
|
|
62/65 |
|
|
|
|
|
|
|
13/13 |
|
|
|
12/12 |
|
|
|
5/5 |
|
|
|
4/4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Rodrigo Echenique Gordillo2 |
|
|
15/16 |
|
|
|
55/65 |
|
|
|
67/96 |
|
|
|
4/4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/5 |
|
|
|
|
|
|
|
|
|
Ms. Sheila C. Bair |
|
|
13/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/5 |
|
|
|
|
|
|
|
|
|
Mr Javier Botín-Sanz de Sautuola y O´Shea |
|
|
12/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms Esther Giménez-Salinas i Colomer |
|
|
15/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/12 |
|
|
|
5/5 |
|
|
|
4/4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Ángel Becerro de Bengoa |
|
|
16/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/5 |
|
|
|
|
|
|
|
|
|
Mr Juan Rodríguez Inciarte |
|
|
16/16 |
|
|
|
|
|
|
|
53/96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms Isabel Tocino Biscarolasaga |
|
|
15/16 |
|
|
|
60/65 |
|
|
|
92/96 |
|
|
|
|
|
|
|
12/12 |
|
|
|
|
|
|
|
3/4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Juan Miguel Villar Mir |
|
|
10/16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Emilio Botín-Sanz de Sautuola y García de los
Ríos3 |
|
|
9/9 |
|
|
|
39/45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/2 |
|
|
|
|
|
Mr Javier Marín Romano4 |
|
|
15/16 |
|
|
|
56/65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/2 |
|
|
|
|
|
Mr Fernando de Asúa Álvarez5 |
|
|
15/16 |
|
|
|
61/65 |
|
|
|
92/96 |
|
|
|
13/13 |
|
|
|
12/12 |
|
|
|
5/5 |
|
|
|
4/4 |
|
|
|
5/5 |
|
|
|
2/2 |
|
|
|
|
|
Mr Vittorio Corbo Lioi6 |
|
|
6/8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Abel Matutes Juan7 |
|
|
13/16 |
|
|
|
|
|
|
|
|
|
|
|
12/13 |
|
|
|
|
|
|
|
5/5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Apponited chairman of the board of directors effective 10 September 2014. |
2. |
Presented his resignation from the position of member of the audit committee effective 23 April 2014. |
3. |
Died on 9 September 2014. |
4. |
Withdrawal from position of director effective 12 January 2015. |
5. |
Withdrawal from position of director effective 12 February 2015. |
6. |
Withdrawal from position of director effective 24 July 2014. |
7. |
Withdrawl from position of director effective 18 February 2015. |
8. |
In accordance with the provisions of article 54.1 of the Bylaws and article 17.10 of the Rules and Regulations of the Board, at its meeting of 23 October 2014, the board of directors resolved to separate the
appointments and remuneration committee into two committees. The appointments committee assumed the duties relating to appointments contained in article 17.4 of the Rules and Regulations of the Board, and the remuneration committee assumed those
included in article 17.5 of the Rules and Regulations of the Board, as well as, in both cases, any other duties corresponding thereto under applicable law. |
9. |
As provided in article 54 bis of the Bylaws and article 17 bis of the Rules and Regulations of the Board, the risk supervision, regulation and compliance committee held its first meeting on 23 July 2014.
|
|
|
|
|
|
|
|
|
|
93 |
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT
3. SHAREHOLDER RIGHTS AND THE GENERAL SHAREHOLDERS MEETING |
3. Shareholder rights and the general shareholders meeting
One share, one vote, one dividend. No defensive
mechanisMs contemplated in the Bylaws
The Bank has
eliminated all defensive mechanisMs in the Bylaws, fully conforming to the one share, one vote, one dividend principle.
The Bylaws of Banco
Santander provide for only one class of shares (ordinary shares), granting all holders thereof the same rights.
There are no non-voting or
multiple-voting shares, or preferences in the distribution of dividends, or limitations on the number of votes that may be cast by a single shareholder, or quorum requirements or qualified majorities other than those established by law.
Any person is eligible for the position of director, subject only to the limitations established by law.
Quorum at the annual general shareholders meeting held in 2014
The informed participation of shareholders at general shareholders meetings is an objective expressly acknowledged by the board (article 31.3 of the
Rules and Regulations of the Board).
The quorum at the 2014 annual general shareholders meeting was 58.820%, continuing a trend of improvement in
each of the last three years.
Encouragement of informed participation of shareholders at shareholders meetings
The Bank continues to implement measures designed to encourage the informed participation of shareholders at shareholders meetings. Thus, since the
annual general meeting held in 2011, shareholders have had access to an electronic shareholders forum, in compliance with the provisions of the Companies Act.
Such forum, which the Bank made available on the corporate website (www.santander.com), enables the shareholders
to post proposed supplements to the agenda announced in the call to meeting, requests for adherence to such proposals, initiatives aimed at reaching the percentage required to exercise a minority right contemplated by law, as well as voluntary proxy
offers or solicitations.
Information provided to the shareholders and communication with them
During 2014, there were 562 meetings with investors, analysts and rating agencies, which entailed contact with 1,325 investors/analysts. In addition, the
investor relations department maintained direct contact with the principal shareholders throughout the financial year to disseminate information regarding the Groups policies relating to sustainability and governance.
Santander has continued to strengthen the channels for shareholder information and service through eight shareholders offices in certain significant
markets in which it is present. The Bank currently has offices in Spain, the United Kingdom, the United States, Mexico, Portugal, Brazil and Poland to serve the shareholders in the share of the parent bank, as well as offices in Mexico, Chile and
Brazil to serve the shareholders of its subsidiaries.
During financial year 2014, the shares of Banco Santander were admitted to listing on the stock
exchanges of São Paulo and Warsaw, on 17 November and 3 December, respectively.
|
|
|
|
|
|
|
Channels for shareholder information and service
|
Telephone |
|
|
227,968 |
|
|
Questions |
service lines |
|
|
|
|
|
|
Shareholders mailbox |
|
|
32,034 |
|
|
E-mails answered |
|
|
|
235,292 |
|
|
Subscriptions |
Events |
|
|
17,671 |
|
|
Participants |
|
|
|
329 |
|
|
Held |
SMS alerts |
|
|
3,826,479 |
|
|
Alerts sent |
|
|
|
97,409 |
|
|
Subscriptions |
Letters |
|
|
339,049 |
|
|
Letters answered |
Finally, in compliance with recommendations of the National Securities Market Commission, both notices of the meetings with
analysts and investors and the documentation to be used thereat are being published sufficiently in advance.
|
|
|
|
|
94 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT
3. SHAREHOLDER RIGHTS AND THE GENERAL SHAREHOLDERS MEETING |
Annual general shareholders meeting held on 28 March 2014
Information on the call to meeting, establishment of a quorum, attendance, proxy-granting and voting
A total of 402,814 shareholders attended in person or by proxy, with 6,800,244,239 shares. The quorum was thus 58.820% of the share capital of the Bank at the
date of the annual general shareholders meeting.
The shareholders acting at the general shareholders meeting approved the corporate
management of the Bank in 2013 with a 95.384% favourable vote.
The average percentage of affirmative votes upon which the proposals submitted by the
board were approved was 92.372%.
The following data are expressed as percentages of the Banks share capital:
|
|
|
|
|
Physically present |
|
|
0.274 |
%1 |
By proxy |
|
|
42.708 |
%2 |
Absentee votes |
|
|
15.838 |
%3 |
|
|
|
|
|
Total |
|
|
58 .820 |
% |
|
|
|
|
|
1. |
Of such percentage (0.274%), 0.002% is the percentage of share capital that attended by remote means through the Internet. |
2. |
The percentage of share capital that granted proxies through the Internet was 0.223%. |
3. |
Of such percentage (15.838%), 15.777% is the percentage of votes case by postal mail, and the rest is the percentage of electronic votes. |
Extraordinary general shareholders meeting of 15 September 2014
Information on the call to meeting, the establishment
of a quorum, attendance, proxy-granting and voting
A
total of 262,139 shareholders attended in person or by proxy, with 6,255,472,979 shares. The quorum was thus 52.181% of the share capital of the Bank at the date of the extraordinary general shareholders meeting.
The average percentage of affirmative votes upon which the proposals submitted by the board were approved was 98.740%.
The following data are stated as percentages of the Banks share capital at the date of the extraordinary general
shareholders meeting:
|
|
|
|
|
Physically present |
|
|
0.130 |
%1 |
By proxy |
|
|
37.930 |
%2 |
Absentee votes |
|
|
14.121 |
%3 |
|
|
|
|
|
Total |
|
|
52,181 |
% |
|
|
|
|
|
1. |
Of such percentage (0.130%), 0.001% is the percentage of share capital that attended by remote means through the Internet. |
2. |
The percentage of share capital that granted proxies through the Internet was 0.297%. |
3. |
Of such percentage (14.121%), 14.061% is the percentage of votes cast by postal mail, and the rest is the percentage of electronic votes. |
Resolutions adopted at the general shareholders meetings held in 2014
The full texts of the resolutions adopted at the general shareholders meetings held in 2014 are available on the websites of both the Group
(www.santander.com) and the CNMV (www.cnmv.es).
|
|
|
|
|
|
|
|
|
95 |
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 4. SANTANDER
GROUP MANAGEMENT TEAM |
4. Santander group management team
|
|
|
Composition |
|
|
Chairman |
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
Chief executive officer |
|
Mr José Antonio Álvarez Álvarez |
|
|
Executive vice chairman, to whom the chief compliance officer reports |
|
Mr Rodrigo Echenique Gordillo |
|
|
Executive vice chairman, to whom the chief risk officer reports |
|
Mr Matías Rodríguez Inciarte |
|
|
Businesses |
|
|
|
|
Germany |
|
Mr Ulrich Leuschner |
|
|
Argentina |
|
Mr Enrique Cristofani |
|
|
Asia |
|
Mr Juan Rodríguez inciarte |
|
|
|
|
Mr Jesús María Zabalza Lotina |
|
|
Brazil |
|
|
|
|
|
|
Mr Sérgio Rial* |
|
|
Chile |
|
Mr Claudio Melandri Hinojosa |
|
|
United States |
|
Mr Román Blanco Reinosa |
|
|
|
|
Mr Enrique García Candelas |
|
|
Spain |
|
|
|
|
|
|
Mr Rami Aboukhair** |
|
|
Mexico |
|
Mr Marcos Martínez Gavica |
|
|
|
|
Mr Gerry Byrne |
|
|
Poland |
|
|
|
|
|
|
Mr Mateusz Morawiecki |
|
|
Portugal |
|
Mr Antonio Vieira Monteiro |
|
|
United Kingdom |
|
Mr Nathan Bostock |
|
|
Uruguay |
|
Mr Juan Carlos Chomali |
|
|
Business divisions |
|
|
|
|
Global Wholesale Banking*** |
|
Mr Jacques Ripoll |
|
|
Consumer Finance |
|
Ms Magda Salarich Fernández de Valderrama |
|
|
Business support divisions |
|
|
|
|
Commercial Banking |
|
Mr Francisco Javier San Félix García |
|
|
Support and control functions |
|
|
|
|
Chief risk officer |
|
Mr José María Nus Badía |
|
|
Chief financial officer |
|
Mr José García Cantera |
|
|
General Secretariat and of the board |
|
Mr Ignacio Benjumea Cabeza de Vaca |
|
|
Chief compliance officer |
|
Ms Mónica López-Monís Gallego |
|
|
Internal Audit |
|
Mr Juan Guitard Marín |
|
|
Communications, Corporate Marketing and Research |
|
Mr Juan Manuel Cendoya Méndez de Vigo |
|
|
Corporate Development |
|
Mr José Luis de Mora Gil-Gallardo |
|
|
Innovation |
|
Mr José María Fuster van Bendengem |
|
|
Financial Accounting and Control |
|
Mr José Francisco Doncel Razola |
|
|
Chairmans Office and Strategy |
|
Mr Víctor Matarranz Sanz de Madrid |
|
|
Human Resources, Organisation and Costs |
|
Mr Jesús Cepeda Caro |
|
|
Technology and Operations |
|
Mr Andreu Plaza López |
|
|
Universities |
|
Mr José Antonio Villasante Cerro |
* |
This appointment is subject to regulatory authorisation |
** |
Executive vice president of Commercial Banking. |
*** |
The results of this unit are accounted in the income statements of the various countries. |
|
|
|
|
|
96 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 4. SANTANDER
GROUP MANAGEMENT TEAM |
Remuneration
Information on the remuneration of executive vice presidents is provided in note 5 to the Groups legal report.
Related-party transactions and conflicts of interest
Related-party transactions
To the knowledge of the Bank,
no member of senior management who is not a director, no person represented by a member of senior management who is not a director, and no company in which such persons or persons with whom they act in concert or who act through nominees therein are
directors, members of senior management or significant shareholders, has made any unusual or significant transaction therewith during financial year 2014 and through the date of publication of this report.
Conflicts of interest
The control mechanisMs and
the bodies in charge of resolving this type of situation are described in the Code of Conduct in Securities Markets, which is available on the Groups website (www.santander.com).
|
|
|
|
|
|
|
|
|
97 |
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 5. TRANSPARENCY
AND INDEPENDENCE |
5. Transparency and independence
{ Santander is among the five most transparent companies in the world according to the
latest ranking of Transparency International, an NGO that evaluates international companies in the context of the fight against corruption. The Bank is the leading financial institution in the world as well as the leading Spanish company.
Financial information and other significant information
Financial information
Pursuant to the provisions of its
Rules and Regulations (article 34.2), the board has taken the necessary actions to ensure that the quarterly and semi-annual information and any other information made available to the markets is prepared following the same principles, standards and
professional practices as are used to prepare the annual accounts. To such end, the aforementioned information is reviewed by the audit committee prior to the release thereof.
The annual accounts are reported on by the audit committee and certified by the head of financial accounting prior to the preparation thereof by the board.
Other material information
Pursuant to the
provisions of the Code of Conduct in Securities Markets, the compliance area is responsible for communicating to the CNMV the material information generated in the Group.
Such communication is simultaneous to the release of material information to the market or to the media and occurs as soon as the decision in question is made
or the resolution in question has been signed or carried out. Material information shall be disseminated in a true, clear, complete and equitable fashion and on a timely basis and, whenever practicable, such information shall be quantified.
In financial year 2014, the Bank published 90 material facts, which are available on the websites of the Group (www.santander.com) and the CNMV (www.cnmv.es).
Relationship with the auditor
Independence of the
auditor
The shareholders acting at the general shareholders meeting of 2014 approved the re-election of Deloitte, S.L. as auditor for one year,
with the affirmative vote of 94.233% of the share capital present in person or by proxy.
The Bank has mechanisMs in place to preserve the independence of the auditor, including the obligation of
the board to refrain from hiring audit firMs when the fees intended to be paid to them for any and all services are more than 2% of the total income thereof during the last financial year.
In addition, the Rules and Regulations of the Board establish limits upon hiring the audit firm for the provisions of services other than audit services that
could jeopardise the independence thereof, and impose on the board the duty to make public the overall fees paid by the Bank to the auditor for services other than audit services. The information for financial year 2014 is contained in note 48 to
the Groups legal report.
The Rules and Regulations determine the mechanisMs to be used to prepare the accounts such that there is no room for
qualifications in the auditors report. Nevertheless, the Bylaws as well as the Rules and Regulations also provide that, whenever the board believes that its opinion must prevail, it shall provide an explanation, through the chairman of the
audit committee, of the content and scope of the discrepancy and shall endeavour to ensure that the auditor issue a report in this regard. The annual accounts of the Bank and of the consolidated Group for financial year 2014 are submitted without
qualifications.
At its meetings of 19 and 23 February 2015, the audit committee received from the auditor a written confirmation of its independence
in respect of the Bank and the entities directly or indirectly related thereto, as well as information regarding additional services of any kind provided to such entities by the auditors or by entities related thereto, pursuant to the provisions of
Royal Legislative Decree 1/2011, of 1 July, restated text of the Audit of Accounts Act.
Such committee, at the aforementioned meetings of 19 and
23 February 2015, issued a report setting forth a favourable opinion regarding the independence of the auditors and reporting, among other matters, upon the provision of the additional services mentioned in the preceding paragraph.
The aforementioned report, issued prior to the audit report, has the content established in article 529 quarterdecies of the Companies Act.
|
|
|
|
|
98 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
3. CORPORATE GOVERNANCE REPORT 5. TRANSPARENCY
AND INDEPENDENCE |
Intra-group transactions
There were no intra-group transactions in financial year 2014 that were not eliminated in the consolidation process and that are not part of the ordinary
course of business of the Bank or of the companies of its Group as regards the purpose and conditions thereof.
The end of the acceptance period for the
offer made to acquire the shares representing the share capital of Banco Santander Brasil not owned by the Santander Group was announced on 31 October. Such offer was accepted by owners of shares representing 13.65% of the share capital of Banco
Santander Brasil, and as such the shareholding of the Santander Group in such subsidiary now represents 89.58% of its share capital at year end 2014.
Website
Since 2004, the Groups website
(www.santander.com) has disclosed in the Investor Relations section of the main menu all information required under applicable law (currently, the Companies Act and Order ECC/461/2013 of 20 March).
The content of the Groups website, which is presented with specific sections for institutional investors and shareholders and is accessible in Spanish,
English and Portuguese, receives approximately 185,000 visits per week.
The information available on such website includes:
|
|
|
The Rules and Regulations for the General Shareholders Meeting. |
|
|
|
The Rules and Regulations of the Board. |
|
|
|
Professional profiles and other information regarding the directors. |
|
|
|
The annual corporate governance report. |
|
|
|
The Code of Conduct in the Securities Markets. |
|
|
|
The General Code of Conduct. |
|
|
|
The sustainability report. |
|
|
|
The reports of the committees of the board.
|
The announcement of the call to the 2015 annual general shareholders meeting will be viewable as from the
date of publication thereof, together with the information relating thereto, which shall include the proposed resolutions and mechanisMs for the exercise of rights to receive information, to grant proxies and to vote, including an explanation
of the mechanisMs for the exercise of such rights by means of data transmission and the rules applicable to the electronic shareholders forum that the Bank will make available on its website (www.santander.com).
Unified Good Governance Code
Banco Santander follows all
of the recommendations concerning corporate governance in the special working group report on the good governance of listed companies.
Furthermore, Banco
Santander follows the recommendations and best practices in corporate governance applicable to credit institutions, and likewise complies with the codes of good governance of the stock exchanges on which its shares are listed.
|
|
|
|
|
|
|
|
|
99 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW
SUMMARY |
Consolidated Financial Report
2014 Summary of Grupo Santander
The global economy grew by more than 3% in 2014, reflecting an upturn in developed economies, mainly the UK and
US, and slower growth in emerging countries.
This environment was not free of bouts of uncertainty and volatility in the markets. Furthermore, banking
activity was again affected by interest rates still at historically low levels in many countries. Regulatory requirements are also affecting revenues and costs.
Against this backdrop, Grupo Santander is focusing its management on measures to boost profits and profitability while maintaining a solid, liquid and low
risk balance sheet.
The main aspects in 2014 were:
|
|
|
Strong results. In the last few years and despite the difficult scenario, Grupo Santander has proven its capacity to generate recurring results, backed by its geographic diversification and management tailored to
each market. This has enabled it to generate profits throughout the crisis and be in a position to take advantage of a cycle of stronger growth. |
Grupo Santander posted an attributable profit of EUR 5,816 million in 2014, 39.3% more than in 2013. This growth was fuelled by the good
evolution of the three main lines of the income statement:
|
|
|
Gross income increased after falling in 2013 thanks to the growth in net interest income and net fee income. |
|
|
|
Operating expenses rose by below the average inflation rate of the countries in which the Group operates, benefiting from the processes of integration (Spain and Poland) and the three-year efficiency and productivity
plan launched at the end of 2013. |
|
|
|
Loan-loss provisions continued on a path of normalisation and the cost of credit improved. |
All units increased their profits before tax in local currency.
|
|
|
A faster pace of business. The increased volumes reflect the Groups strategy in segments, products and countries. |
The trend in lending changed and after two years of falling rose in 2014, both to individuals as well as companies. This growth occurred in
nine of the Groups ten largest units.
Growth in funds was also higher than in 2013 and, as in lending, occurred in most countries
and was combined with a policy of reducing the funding cost, particularly in those countries where interest rates were lower.
|
|
|
Progress was made in the commercial transformation programme whose main aims are to improve knowledge of the Groups customers, specialised management of each segment, develop a multichannel distribution
model and continuously improve the customer experience. |
Among the actions taken is a new commercial front, expanding the
Select model for high-income clients and launching the Advance programme for SMEs. The goal is to increase customer linkage and satisfaction in all units.
|
|
|
Solid funding and liquidity structure. |
A priority objective in the Groups
strategy in the last few years has been to improve the liquidity position. It was achieved thanks to the capacity to capture funds in the retail market of the extensive branch network and the wide and diversified access to wholesale markets via the
Groups model of subsidiaries.
In 2014, the net loan-to-deposit ratio and the ratio of deposits plus medium and long term funds /
lending remained at comfortable levels for the Group as well as the main units.
|
|
|
|
|
102 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW
SUMMARY |
We took advantage of the better market environment with lower interest rates to issue at
longer maturities, increasing the liquidity reserve to close to EUR 230,000 million.
All of this enables us to meet ahead of schedule
the regulatory ratios for the Group and its main units.
|
|
|
Improve the Groups credit quality. The main risk indicators evolved positively during the year. |
Of note was the fall in net entries of non-performing loans, which excluding the exchange rate and perimeter effects declined 51% in 2014.
The NPL ratio dropped from 5.61% in 2013 to 5.19% at the end of 2014, and fell in every quarter. The ratios for Spain, Brazil, UK and
the US reflect better evolution. The coverage ratio rose by 2 percentage points to 67%.
|
|
|
Reinforced solvency. The Group ended the year with high levels of capital, and this was bolstered in January 2015 with a capital increase of EUR 7,500 million. |
After this, the Groups phased-in CET1 ratio was 12.2% and the fully loaded ratio 9.7%.
These levels put Santander among the banks with the strongest capital at the international level, bearing in mind our business model,
geographic diversification and capacity to withstand adverse stress scenarios.
|
|
|
Higher profitability. The evolution of the balance sheet and income statement improved the ratios of financial management and profitability. |
The efficiency ratio improved by 1.1 percentage points to 47%, making it a reference for our peers; earnings per share rose
24%, and the return on tangible equity (RoTE) increased by 1.4 points to 11.0% (including in
it the capital increase).
|
|
|
In addition, and in order to attain the best competitive position, the Group adopted a series of measures that should be reflected in better results in the future: |
|
1. |
Acquisition in Spain by Santander Consumer Finance of 51% of Financiera El Corte Inglés. |
|
2. |
Acquisition by Santander Consumer Finance of GE Capitals business in Sweden, Denmark and Norway, which is mainly direct credit and cards. |
|
3. |
Framework agreement of Santander Consumer Finance with Banque PSA Finance, the auto finance unit of PSA Peugeot Citroën, for cooperation in various European countries. The approvals by the regulatory authorities in
France and the UK were obtained in January 2015. |
|
4. |
Offer to acquire the minority interests of Banco Santander Brazil, which was accepted by shareholders representing 13.65% of the capital. This raised Grupo Santanders stake to 88.30%. |
|
5. |
Banco Santander Brazils purchase of GetNet to strengthen its acquiring business. |
|
6. |
Creation by Banco Santander Brazil of a joint venture with Banco Bonsucesso to drive payroll business, which is expected to come into operation during the first quarter of 2015. |
|
7. |
Agreement to acquire the listed Canadian company Carfinco, specialised in auto finance.
|
Exchange rates: 1 euro / currency parity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
|
Year end |
|
|
Average |
|
|
Year end |
|
|
Average |
|
US$ |
|
|
1.214 |
|
|
|
1.326 |
|
|
|
1.379 |
|
|
|
1.327 |
|
Pound sterling |
|
|
0.779 |
|
|
|
0.806 |
|
|
|
0.834 |
|
|
|
0.849 |
|
Brazilian real |
|
|
3.221 |
|
|
|
3.118 |
|
|
|
3.258 |
|
|
|
2.852 |
|
Mexican peso |
|
|
17.868 |
|
|
|
17.647 |
|
|
|
18.073 |
|
|
|
16.931 |
|
Chilean peso |
|
|
737.323 |
|
|
|
756.718 |
|
|
|
724.579 |
|
|
|
656.524 |
|
Argentine peso |
|
|
10.277 |
|
|
|
10.747 |
|
|
|
8.990 |
|
|
|
7.220 |
|
Polish zloty |
|
|
4.273 |
|
|
|
4.185 |
|
|
|
4.154 |
|
|
|
4.196 |
|
|
|
|
|
|
|
|
|
|
103 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
|
|
|
Grupo Santander. Income statement |
|
|
|
Attributable profit increased 39.3% to EUR 5,816 million. Moreover, pre-tax profit grew in all units in their respective currencies. |
|
|
|
Commercial revenues (net interest income and net fee income) rose 7.9% excluding the exchange rate impact (decline in 2013). |
|
|
|
Strict control of costs. They declined 0.6% thanks to the efficiency and productivity plan. |
|
|
|
Continued downward trend in loan-loss provisions (-14.4%) with leeway to normalisation. |
|
|
|
Improved profitability: RoTE reached 11.0% (+1.4 p.p.).
|
Grupo Santander continued to increase its results and the process of normalization of profitability.
Attributable profit of EUR 5,816 million was 39.3% higher than the figure in 2013, which has already been adjusted to the entry into force with retroactive effect of the interpretation of the international accounting standard IFRIC 21. This means
anticipating the recording of contributions to the deposit guarantee funds. As a result, 2013s profit was reduced by EUR 195 million and 2012s by EUR 12 million.
This strong growth in profit was due to the good performance of the main lines of the income statement and the improved results in almost all the business
units. Of note were commercial revenues, which returned to growth after falling in 2013, and the downward trend in loan-loss provisions that still have some way to go. Costs were also contained by the efficiency and productivity plan announced.
Before analyzing the income statement some aspects that affect year-on-year comparisons need to be pointed out:
Income statement
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
Variation amount |
|
|
% |
|
|
% w/o FX |
|
|
2012 |
|
Net interest income |
|
|
29,548 |
|
|
|
28,419 |
|
|
|
1,129 |
|
|
|
4.0 |
|
|
|
8.8 |
|
|
|
31,914 |
|
Net fees |
|
|
9,696 |
|
|
|
9,622 |
|
|
|
74 |
|
|
|
0.8 |
|
|
|
5.4 |
|
|
|
10,125 |
|
Gains (losses) on financial transactions |
|
|
2,850 |
|
|
|
3,496 |
|
|
|
(646 |
) |
|
|
(18.5 |
) |
|
|
(16.1 |
) |
|
|
2,691 |
|
Other operating income |
|
|
519 |
|
|
|
383 |
|
|
|
136 |
|
|
|
35.5 |
|
|
|
37.1 |
|
|
|
259 |
|
Dividends |
|
|
435 |
|
|
|
378 |
|
|
|
57 |
|
|
|
15.0 |
|
|
|
16.7 |
|
|
|
423 |
|
Income from equity-accounted method |
|
|
243 |
|
|
|
283 |
|
|
|
(39 |
) |
|
|
(14.0 |
) |
|
|
(5.7 |
) |
|
|
185 |
|
Other operating income/expenses |
|
|
(159 |
) |
|
|
(278 |
) |
|
|
119 |
|
|
|
(42.7 |
) |
|
|
(36.8 |
) |
|
|
(349 |
) |
Gross income |
|
|
42,612 |
|
|
|
41,920 |
|
|
|
693 |
|
|
|
1.7 |
|
|
|
6.2 |
|
|
|
44,989 |
|
Operating expenses |
|
|
(20,038 |
) |
|
|
(20,158 |
) |
|
|
120 |
|
|
|
(0.6 |
) |
|
|
3.0 |
|
|
|
(20,236 |
) |
General administrative expenses |
|
|
(17,781 |
) |
|
|
(17,758 |
) |
|
|
(23 |
) |
|
|
0.1 |
|
|
|
3.9 |
|
|
|
(18,044 |
) |
Personnel |
|
|
(10,213 |
) |
|
|
(10,276 |
) |
|
|
63 |
|
|
|
(0.6 |
) |
|
|
2.8 |
|
|
|
(10,474 |
) |
Other general administrative expenses |
|
|
(7,568 |
) |
|
|
(7,482 |
) |
|
|
(86 |
) |
|
|
1.1 |
|
|
|
5.3 |
|
|
|
(7,570 |
) |
Depreciation and amortisation |
|
|
(2,257 |
) |
|
|
(2,400 |
) |
|
|
143 |
|
|
|
(6.0 |
) |
|
|
(3.3 |
) |
|
|
(2,193 |
) |
Net operating income |
|
|
22,574 |
|
|
|
21,762 |
|
|
|
813 |
|
|
|
3.7 |
|
|
|
9.1 |
|
|
|
24,753 |
|
Net loan-loss provisions |
|
|
(10,562 |
) |
|
|
(12,340 |
) |
|
|
1,778 |
|
|
|
(14.4 |
) |
|
|
(10.5 |
) |
|
|
(13,521 |
) |
Impairment losses on other assets |
|
|
(375 |
) |
|
|
(524 |
) |
|
|
149 |
|
|
|
(28.4 |
) |
|
|
(27.6 |
) |
|
|
(853 |
) |
Other income |
|
|
(1,917 |
) |
|
|
(1,535 |
) |
|
|
(382 |
) |
|
|
24.9 |
|
|
|
28.3 |
|
|
|
(1,437 |
) |
Ordinary profit before taxes |
|
|
9,720 |
|
|
|
7,362 |
|
|
|
2,357 |
|
|
|
32.0 |
|
|
|
41.3 |
|
|
|
8,942 |
|
Tax on profit |
|
|
(2,696 |
) |
|
|
(1,995 |
) |
|
|
(701 |
) |
|
|
35.1 |
|
|
|
44.5 |
|
|
|
(2,617 |
) |
Ordinary profit from continuing operations |
|
|
7,024 |
|
|
|
5,367 |
|
|
|
1,657 |
|
|
|
30.9 |
|
|
|
40.1 |
|
|
|
6,325 |
|
Net profit from discontinued operations |
|
|
(26 |
) |
|
|
(15 |
) |
|
|
(11 |
) |
|
|
73.2 |
|
|
|
70.2 |
|
|
|
70 |
|
Ordinary consolidated profit |
|
|
6,998 |
|
|
|
5,352 |
|
|
|
1,646 |
|
|
|
30.8 |
|
|
|
40.0 |
|
|
|
6,395 |
|
Minority interests |
|
|
1,182 |
|
|
|
1,177 |
|
|
|
5 |
|
|
|
0.4 |
|
|
|
7.1 |
|
|
|
1,066 |
|
Ordinary attributable profit to the Group |
|
|
5,816 |
|
|
|
4,175 |
|
|
|
1,641 |
|
|
|
39.3 |
|
|
|
49.3 |
|
|
|
5,329 |
|
Net capital gains and provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,047 |
) |
Attributable profit to the Group |
|
|
5,816 |
|
|
|
4,175 |
|
|
|
1,641 |
|
|
|
39.3 |
|
|
|
49.3 |
|
|
|
2,283 |
|
EPS (euros) |
|
|
0.479 |
|
|
|
0.385 |
|
|
|
0.094 |
|
|
|
24.4 |
|
|
|
|
|
|
|
0.234 |
|
Diluted EPS (euros) |
|
|
0.478 |
|
|
|
0.383 |
|
|
|
0.095 |
|
|
|
24.7 |
|
|
|
|
|
|
|
0.232 |
|
Pro memoria: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total assets |
|
|
1,203,260 |
|
|
|
1,230,166 |
|
|
|
(26,906 |
) |
|
|
(2.2 |
) |
|
|
|
|
|
|
1,287,619 |
|
Average stockholders equity* |
|
|
82,545 |
|
|
|
71,509 |
|
|
|
11,036 |
|
|
|
15.4 |
|
|
|
|
|
|
|
72,689 |
|
(*) |
Stockholders equity: Shareholders equity + equity adjustments by valuation. In 2014, pro-forma taking into account the January 2015 capital increase. |
|
|
|
|
|
104 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
|
|
|
A more favourable global macroeconomic environment of recovery, despite the signs of weakness in some European economies and in emerging ones during the second half of 2014. |
|
|
|
Improved financial conditions in markets, but interest rates generally remained low. |
|
|
|
A more demanding regulatory environment, limiting revenues and increasing costs. |
|
|
|
In order to facilitate comparisons with the previous period, the financial information of 2013 has been re-expressed as set out on page 120 of this report. The changes were mainly due to taking control of Santander
Consumer USA, in 2014, and the loss of control of the fund management companies in 2013, as if they had been effective in the previously presented periods. Non recurring capital gains and provisions are shown separately as net capital gains
and provisions. |
The capital gains correspond to the Altamira operation (EUR 385 million net), the IPO of SCUSA
(EUR 730 million net), the
change in pension commitments in the UK (EUR 224 million net) and the insurance operation
(EUR 250 million net).
Total charges net of taxes of EUR 1,589 million were recorded for restructuring costs, impairment of
intangible assets and other provisions. The impact of these amounts on profits was thus zero.
|
|
|
A positive perimeter effect of 2 p.p. from the incorporation of Financiera El Corte Inglés, GetNet and the consumer finance business of GE Capital in the Nordic countries, as well as the acquisition of minority
interests in Brazil in September 2014. |
|
|
|
The impact of exchange rates of various currencies against the euro was 4/5 p.p. negative for the whole Group in year-on-year comparisons for revenues and costs. The negative effects were in Brazil (-8/-9 p.p.), Mexico
(-4 p.p.) and Chile (-14/-15 and positive in the UK (+6 p.p.) There was hardly any impact in the US (+0.1 p.p.). |
Quarterly. Income statement
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
2014 |
|
|
|
1Q |
|
|
2Q |
|
|
3Q |
|
|
4Q |
|
|
1Q |
|
|
2Q |
|
|
3Q |
|
|
4Q |
|
Net interest income |
|
|
7,206 |
|
|
|
7,339 |
|
|
|
6,944 |
|
|
|
6,930 |
|
|
|
6,992 |
|
|
|
7,370 |
|
|
|
7,471 |
|
|
|
7,714 |
|
Net fees |
|
|
2,484 |
|
|
|
2,494 |
|
|
|
2,300 |
|
|
|
2,345 |
|
|
|
2,331 |
|
|
|
2,403 |
|
|
|
2,439 |
|
|
|
2,524 |
|
Gains (losses) on financial transactions |
|
|
967 |
|
|
|
880 |
|
|
|
995 |
|
|
|
653 |
|
|
|
767 |
|
|
|
511 |
|
|
|
952 |
|
|
|
620 |
|
Other operating income |
|
|
66 |
|
|
|
134 |
|
|
|
94 |
|
|
|
89 |
|
|
|
34 |
|
|
|
204 |
|
|
|
99 |
|
|
|
182 |
|
Dividends |
|
|
59 |
|
|
|
145 |
|
|
|
72 |
|
|
|
102 |
|
|
|
31 |
|
|
|
220 |
|
|
|
72 |
|
|
|
112 |
|
Income from equity-accounted method |
|
|
66 |
|
|
|
58 |
|
|
|
80 |
|
|
|
79 |
|
|
|
65 |
|
|
|
42 |
|
|
|
72 |
|
|
|
64 |
|
Other operating income/expenses |
|
|
(59 |
) |
|
|
(69 |
) |
|
|
(58 |
) |
|
|
(92 |
) |
|
|
(63 |
) |
|
|
(58 |
) |
|
|
(45 |
) |
|
|
6 |
|
Gross income |
|
|
10,722 |
|
|
|
10,847 |
|
|
|
10,333 |
|
|
|
10,017 |
|
|
|
10,124 |
|
|
|
10,488 |
|
|
|
10,961 |
|
|
|
11,040 |
|
Operating expenses |
|
|
(5,068 |
) |
|
|
(5,088 |
) |
|
|
(4,943 |
) |
|
|
(5,060 |
) |
|
|
(4,847 |
) |
|
|
(4,906 |
) |
|
|
(5,070 |
) |
|
|
(5,216 |
) |
General administrative expenses |
|
|
(4,497 |
) |
|
|
(4,485 |
) |
|
|
(4,381 |
) |
|
|
(4,395 |
) |
|
|
(4,256 |
) |
|
|
(4,360 |
) |
|
|
(4,509 |
) |
|
|
(4,656 |
) |
Personnel |
|
|
(2,631 |
) |
|
|
(2,606 |
) |
|
|
(2,478 |
) |
|
|
(2,559 |
) |
|
|
(2,455 |
) |
|
|
(2,515 |
) |
|
|
(2,572 |
) |
|
|
(2,670 |
) |
Other general administrative expenses |
|
|
(1,865 |
) |
|
|
(1,879 |
) |
|
|
(1,902 |
) |
|
|
(1,836 |
) |
|
|
(1,801 |
) |
|
|
(1,844 |
) |
|
|
(1,937 |
) |
|
|
(1,985 |
) |
Depreciation and amortisation |
|
|
(571 |
) |
|
|
(602 |
) |
|
|
(562 |
) |
|
|
(665 |
) |
|
|
(590 |
) |
|
|
(546 |
) |
|
|
(560 |
) |
|
|
(560 |
) |
Net operating income |
|
|
5,655 |
|
|
|
5,760 |
|
|
|
5,390 |
|
|
|
4,957 |
|
|
|
5,277 |
|
|
|
5,582 |
|
|
|
5,891 |
|
|
|
5,824 |
|
Net loan-loss provisions |
|
|
(3,142 |
) |
|
|
(3,399 |
) |
|
|
(3,025 |
) |
|
|
(2,774 |
) |
|
|
(2,695 |
) |
|
|
(2,638 |
) |
|
|
(2,777 |
) |
|
|
(2,452 |
) |
Impairment losses on other assets |
|
|
(110 |
) |
|
|
(126 |
) |
|
|
(141 |
) |
|
|
(146 |
) |
|
|
(87 |
) |
|
|
(71 |
) |
|
|
(67 |
) |
|
|
(151 |
) |
Other income |
|
|
(262 |
) |
|
|
(422 |
) |
|
|
(368 |
) |
|
|
(483 |
) |
|
|
(347 |
) |
|
|
(438 |
) |
|
|
(491 |
) |
|
|
(642 |
) |
Ordinary profit before taxes |
|
|
2,141 |
|
|
|
1,812 |
|
|
|
1,856 |
|
|
|
1,554 |
|
|
|
2,149 |
|
|
|
2,435 |
|
|
|
2,556 |
|
|
|
2,580 |
|
Tax on profit |
|
|
(577 |
) |
|
|
(453 |
) |
|
|
(518 |
) |
|
|
(447 |
) |
|
|
(569 |
) |
|
|
(664 |
) |
|
|
(649 |
) |
|
|
(814 |
) |
Ordinary profit from continuing operations |
|
|
1,564 |
|
|
|
1,359 |
|
|
|
1,338 |
|
|
|
1,107 |
|
|
|
1,579 |
|
|
|
1,771 |
|
|
|
1,908 |
|
|
|
1,766 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
(14 |
) |
|
|
(0 |
) |
|
|
(1 |
) |
|
|
(0 |
) |
|
|
(0 |
) |
|
|
(7 |
) |
|
|
(19 |
) |
Ordinary consolidated profit |
|
|
1,564 |
|
|
|
1,345 |
|
|
|
1,337 |
|
|
|
1,106 |
|
|
|
1,579 |
|
|
|
1,771 |
|
|
|
1,901 |
|
|
|
1,746 |
|
Minority interests |
|
|
359 |
|
|
|
294 |
|
|
|
282 |
|
|
|
242 |
|
|
|
277 |
|
|
|
318 |
|
|
|
296 |
|
|
|
291 |
|
Ordinary attributable profit to the Group |
|
|
1,205 |
|
|
|
1,050 |
|
|
|
1,055 |
|
|
|
864 |
|
|
|
1,303 |
|
|
|
1,453 |
|
|
|
1,605 |
|
|
|
1,455 |
|
Net capital gains and provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable profit to the Group |
|
|
1,205 |
|
|
|
1,050 |
|
|
|
1,055 |
|
|
|
864 |
|
|
|
1,303 |
|
|
|
1,453 |
|
|
|
1,605 |
|
|
|
1,455 |
|
EPS (euros) |
|
|
0.116 |
|
|
|
0.098 |
|
|
|
0.096 |
|
|
|
0.076 |
|
|
|
0.113 |
|
|
|
0.122 |
|
|
|
0.131 |
|
|
|
0.112 |
|
Diluted EPS (euros) |
|
|
0.115 |
|
|
|
0.098 |
|
|
|
0.095 |
|
|
|
0.076 |
|
|
|
0.113 |
|
|
|
0.122 |
|
|
|
0.131 |
|
|
|
0.112 |
|
|
|
|
|
|
|
|
|
|
105 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
The performance of the main lines of the income statement was:
Gross income rose 1.7% year-on-year to EUR 42,612 million (+6.2% without the exchange rate effect). Growth was of greater quality based on rises
in the most commercial drivers of revenues (net interest income and fee income), together with a fall in trading gains that only represented 7% of the Groups gross income. The main developments were:
|
|
The rise was mainly due to net interest income, which accounted for 69% of gross income and amounted to EUR 29,548 million (+4.0% year-on-year, +8.8% excluding the exchange rate impact). Of note was:
|
|
|
|
General improvement in all countries except for Brazil, with very positive growth in Spain, UK, US and Chile. |
|
|
|
Good evolution of lending, with growth in all units except Portugal, which is still immersed in deleveraging.
|
|
|
|
Growth in deposits, consistent with falls in the average cost mainly in developed countries. |
Of note in net interest income by geographic areas:
|
|
|
Favourable evolution in the UK (+16.5%) and the US (+11.2%), thanks to the effort made to reduce the cost of retail deposits in the first case and greater consumer activity (SCUSA) in the second. Continental
Europes net interest income increased 7.9% excluding the exchange rate impact, with growth in all units. Spains rose 9.4%, due to greater activity and the fall in the cost of deposit. Latin America as a whole grew because of larger
volumes. |
|
|
|
Brazil is the only unit that declined (-2.7%) due to lower spreads from the change of business mix toward lower risk segments. This evolution was offset by the improvement in the cost of credit, which resulted in a rise
of 11.5% in net interest income net of provisions. |
Net fees
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
Variation amount |
|
|
% |
|
|
2012 |
|
Fees from services |
|
|
5,827 |
|
|
|
5,851 |
|
|
|
(24 |
) |
|
|
(0.4 |
) |
|
|
6,217 |
|
Mutual & pension funds |
|
|
913 |
|
|
|
831 |
|
|
|
81 |
|
|
|
9.8 |
|
|
|
903 |
|
Securities and custody |
|
|
763 |
|
|
|
655 |
|
|
|
108 |
|
|
|
16.4 |
|
|
|
678 |
|
Insurance |
|
|
2,193 |
|
|
|
2,284 |
|
|
|
(91 |
) |
|
|
(4.0 |
) |
|
|
2,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net fee income |
|
|
9,696 |
|
|
|
9,622 |
|
|
|
74 |
|
|
|
0.8 |
|
|
|
10,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
|
|
|
Net fee income rose 0.8% to EUR 9,696 million (+5.4% without the exchange rate impact). This line was affected by reduced activity in some markets because of the environment and regulatory impacts that
affected in some countries revenues from insurance and cards, due to the limits on interchange rates. The best performance came from mutual funds, securities and custody, advisory and management of operations and foreign exchange business.
|
|
|
|
The aggregate of net interest income and net fee income was 7.9% higher (without the exchange rate impact) and accounted for 92% of the Groups total revenues (91% in 2013). |
|
|
|
Trading gains fell 18.5% due to the lower results from wholesale banking and management of the portfolio of assets and liabilities. |
|
|
|
Other operating income was EUR 519 million, EUR 136 million more than in 2013 (+35.5%). This growth is the net of the following movements: rise of EUR 57 million in dividends;
|
increase of EUR 119 million in other operating income and costs, mainly from the greater generation
of leasing operations in the US; and fall of EUR 39 million in income by the equity method due to the reduced perimeter in asset management business.
Operating expenses declined 0.6%. Excluding the exchange rate impact, costs rose 3.0% and 2.2% without the perimeter effect, of over one percentage
point lower than the average inflation rate of the countries where the Group operates (3.6%). This is the fruit of the three-year efficiency and productivity plan announced at the end of 2013, which saved more than EUR 1,100 million in its
first year. Part of these savings was used for investments to increase productivity.
The performance by units varied:
|
|
|
A first block with units in processes of integration (Spain and Poland) or adjusting structures (Portugal), whose operating costs declined in nominal terms. Brazil also did well, reflecting the effort in efficiency
improvement plans and a nominal rise of 1.0% (-0.6% without the perimeter effect) compared to inflation of more than 6%.
|
Operating expenses
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
Variation amount |
|
|
% |
|
|
2012 |
|
Personnel expenses |
|
|
10,213 |
|
|
|
10,276 |
|
|
|
(63 |
) |
|
|
(0.6 |
) |
|
|
10,474 |
|
General expenses |
|
|
7,568 |
|
|
|
7,482 |
|
|
|
86 |
|
|
|
1.1 |
|
|
|
7,570 |
|
Information technology |
|
|
936 |
|
|
|
985 |
|
|
|
(49 |
) |
|
|
(4.9 |
) |
|
|
877 |
|
Communications |
|
|
489 |
|
|
|
540 |
|
|
|
(51 |
) |
|
|
(9.5 |
) |
|
|
660 |
|
Advertising |
|
|
654 |
|
|
|
637 |
|
|
|
17 |
|
|
|
2.7 |
|
|
|
669 |
|
Buildings and premises |
|
|
1,775 |
|
|
|
1,815 |
|
|
|
(40 |
) |
|
|
(2.2 |
) |
|
|
1,750 |
|
Printed and office material |
|
|
155 |
|
|
|
169 |
|
|
|
(13 |
) |
|
|
(7.8 |
) |
|
|
167 |
|
Taxes (other than profit tax) |
|
|
460 |
|
|
|
458 |
|
|
|
2 |
|
|
|
0.5 |
|
|
|
422 |
|
Other expenses |
|
|
3,098 |
|
|
|
2,879 |
|
|
|
219 |
|
|
|
7.6 |
|
|
|
3,025 |
|
Personnel and general expenses |
|
|
17,781 |
|
|
|
17,758 |
|
|
|
23 |
|
|
|
0.1 |
|
|
|
18,044 |
|
Depreciation and amortisation |
|
|
2,257 |
|
|
|
2,400 |
|
|
|
(143 |
) |
|
|
(6.0 |
) |
|
|
2,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
20,038 |
|
|
|
20,158 |
|
|
|
(120 |
) |
|
|
(0.6 |
) |
|
|
20,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
|
|
|
In a second block, the UK is combining investments in its digital transformation plan, commercial plan and in branches with efficiency improvements. The same goes for Chile. |
|
|
|
Lastly, higher rises in Mexico and Argentina because of their expansion plans or programmes to improve commercial capacity, and in the US, which is enhancing the franchise of Santander Bank and adapting to regulatory
requirements (+7.6%). |
The efficiency ratio improved by one percentage point in 2014 to 47% and compares very well with our main
European and North American competitors.
Net operating income (pre-provisions profit) was EUR 22,574 million, 3.7% more than in 2013 (+9.1%
without the exchange rate impact).
Loan-loss provisions were EUR 10,562 million, 14.4% less than in 2013. Excluding the exchange rate impact,
provisions were 10.5% lower. The main falls were in the UK (-45.7%), Spain (-27.6%), Brazil (-17.7%) and Portugal (-35,7%), due to the better macroeconomic situation and balance sheet management. Among the rest of the large units, the only
significant rise was in the US because of the larger provisions made by SCUSA, partly due to the larger volume of business following the agreement with Chrysler.
Other asset impairment losses and other results were EUR 2,292 million negative, compared to EUR 2,059 million also negative in 2013.
Profit before tax was EUR 9,720 million (+32.0%).
|
|
|
|
|
108 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Net loans-loss provisions
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
2012 |
|
Non performing loans |
|
|
11,922 |
|
|
|
13,405 |
|
|
|
(1,483 |
) |
|
|
(11.1 |
) |
|
|
15,497 |
|
Country-risk |
|
|
(24 |
) |
|
|
2 |
|
|
|
(26 |
) |
|
|
|
|
|
|
(2 |
) |
Recovery of written-off assets |
|
|
(1,336 |
) |
|
|
(1,068 |
) |
|
|
(268 |
) |
|
|
25.1 |
|
|
|
(1,974 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
10,562 |
|
|
|
12,340 |
|
|
|
(1,778 |
) |
|
|
(14.4 |
) |
|
|
13,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After taxes, discontinued operations and minority interests attributable profit increased 39.3% to EUR
5,816 million (+49.3% excluding the exchange rate impact).
Earnings per share in 2014 were EUR 0.48 (24.4% more than in 2013), affected by
the rise in the number of shares issued to meet payment of the amounts equivalent to the dividend for shareholders who opted to receive Santander shares.
The Groups RoE (attributable profit/average shareholders funds plus valuation adjustments)
was 7.0% and the RoTE was 11.0%. Both cases take into account from January 1, 2014, the capital increase made in 2015. The RoRWA was 1.3%. All these figures were better than in 2013.
|
|
|
|
|
|
|
|
|
109 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Balance sheet
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
Variation amount |
|
|
% |
|
|
2012 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash on hand and deposits at central banks |
|
|
69,428 |
|
|
|
77,103 |
|
|
|
(7,675 |
) |
|
|
(10.0 |
) |
|
|
118,488 |
|
Trading portfolio |
|
|
148,888 |
|
|
|
115,309 |
|
|
|
33,579 |
|
|
|
29.1 |
|
|
|
177,917 |
|
Debt securities |
|
|
54,374 |
|
|
|
40,841 |
|
|
|
13,533 |
|
|
|
33.1 |
|
|
|
43,101 |
|
Customer loans |
|
|
2,921 |
|
|
|
5,079 |
|
|
|
(2,158 |
) |
|
|
(42.5 |
) |
|
|
9,162 |
|
Equities |
|
|
12,920 |
|
|
|
4,967 |
|
|
|
7,953 |
|
|
|
160.1 |
|
|
|
5,492 |
|
Trading derivatives |
|
|
76,858 |
|
|
|
58,920 |
|
|
|
17,938 |
|
|
|
30.4 |
|
|
|
110,319 |
|
Deposits from credit institutions |
|
|
1,815 |
|
|
|
5,503 |
|
|
|
(3,688 |
) |
|
|
(67.0 |
) |
|
|
9,843 |
|
Other financial assets at fair value |
|
|
42,673 |
|
|
|
31,441 |
|
|
|
11,232 |
|
|
|
35.7 |
|
|
|
28,356 |
|
Customer loans |
|
|
8,971 |
|
|
|
13,255 |
|
|
|
(4,285 |
) |
|
|
(32.3 |
) |
|
|
13,936 |
|
Other (deposits at credit institutions, debt securities and equities) |
|
|
33,702 |
|
|
|
18,185 |
|
|
|
15,517 |
|
|
|
85.3 |
|
|
|
14,420 |
|
Available-for-sale financial assets |
|
|
115,251 |
|
|
|
83,799 |
|
|
|
31,452 |
|
|
|
37.5 |
|
|
|
92,339 |
|
Debt securities |
|
|
110,249 |
|
|
|
79,844 |
|
|
|
30,406 |
|
|
|
38.1 |
|
|
|
87,797 |
|
Equities |
|
|
5,001 |
|
|
|
3,955 |
|
|
|
1,046 |
|
|
|
26.4 |
|
|
|
4,542 |
|
Loans |
|
|
781,635 |
|
|
|
731,420 |
|
|
|
50,216 |
|
|
|
6.9 |
|
|
|
770,349 |
|
Deposits at credit institutions |
|
|
51,306 |
|
|
|
57,178 |
|
|
|
(5,872 |
) |
|
|
(10.3 |
) |
|
|
54,817 |
|
Customer loans |
|
|
722,819 |
|
|
|
666,356 |
|
|
|
56,463 |
|
|
|
8.5 |
|
|
|
708,473 |
|
Debt securities |
|
|
7,510 |
|
|
|
7,886 |
|
|
|
(376 |
) |
|
|
(4.8 |
) |
|
|
7,059 |
|
Investments |
|
|
3,471 |
|
|
|
3,377 |
|
|
|
93 |
|
|
|
2.8 |
|
|
|
2,427 |
|
Intangible assets and property and equipment |
|
|
26,109 |
|
|
|
18,137 |
|
|
|
7,972 |
|
|
|
44.0 |
|
|
|
17,346 |
|
Goodwill |
|
|
27,548 |
|
|
|
24,263 |
|
|
|
3,284 |
|
|
|
13.5 |
|
|
|
25,652 |
|
Other |
|
|
51,293 |
|
|
|
49,279 |
|
|
|
2,014 |
|
|
|
4.1 |
|
|
|
50,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
1,266,296 |
|
|
|
1,134,128 |
|
|
|
132,168 |
|
|
|
11.7 |
|
|
|
1,282,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading portfolio |
|
|
109,792 |
|
|
|
94,695 |
|
|
|
15,097 |
|
|
|
15.9 |
|
|
|
143,244 |
|
Customer deposits |
|
|
5,544 |
|
|
|
8,500 |
|
|
|
(2,956 |
) |
|
|
(34.8 |
) |
|
|
8,897 |
|
Marketable debt securities |
|
|
|
|
|
|
1 |
|
|
|
(1 |
) |
|
|
(100.0 |
) |
|
|
1 |
|
Trading derivatives |
|
|
79,048 |
|
|
|
58,910 |
|
|
|
20,138 |
|
|
|
34.2 |
|
|
|
109,746 |
|
Other |
|
|
25,200 |
|
|
|
27,285 |
|
|
|
(2,085 |
) |
|
|
(7.6 |
) |
|
|
24,600 |
|
Other financial liabilities at fair value |
|
|
62,318 |
|
|
|
42,311 |
|
|
|
20,007 |
|
|
|
47.3 |
|
|
|
45,418 |
|
Customer deposits |
|
|
33,127 |
|
|
|
26,484 |
|
|
|
6,644 |
|
|
|
25.1 |
|
|
|
28,638 |
|
Marketable debt securities |
|
|
3,830 |
|
|
|
4,086 |
|
|
|
(255 |
) |
|
|
(6.3 |
) |
|
|
4,904 |
|
Due to central banks and credit institutions |
|
|
25,360 |
|
|
|
11,741 |
|
|
|
13,619 |
|
|
|
116.0 |
|
|
|
11,876 |
|
Financial liabilities at amortized cost |
|
|
961,053 |
|
|
|
880,115 |
|
|
|
80,937 |
|
|
|
9.2 |
|
|
|
971,659 |
|
Due to central banks and credit institutions |
|
|
122,437 |
|
|
|
92,390 |
|
|
|
30,047 |
|
|
|
32.5 |
|
|
|
134,467 |
|
Customer deposits |
|
|
608,956 |
|
|
|
572,853 |
|
|
|
36,103 |
|
|
|
6.3 |
|
|
|
589,104 |
|
Marketable debt securities |
|
|
193,059 |
|
|
|
182,234 |
|
|
|
10,825 |
|
|
|
5.9 |
|
|
|
210,577 |
|
Subordinated debt |
|
|
17,132 |
|
|
|
16,139 |
|
|
|
993 |
|
|
|
6.2 |
|
|
|
18,238 |
|
Other financial liabilities |
|
|
19,468 |
|
|
|
16,499 |
|
|
|
2,969 |
|
|
|
18.0 |
|
|
|
19,273 |
|
Insurance liabilities |
|
|
713 |
|
|
|
1,430 |
|
|
|
(717 |
) |
|
|
(50.2 |
) |
|
|
1,425 |
|
Provisions |
|
|
15,376 |
|
|
|
14,599 |
|
|
|
776 |
|
|
|
5.3 |
|
|
|
16,019 |
|
Other liability accounts |
|
|
27,331 |
|
|
|
20,680 |
|
|
|
6,651 |
|
|
|
32.2 |
|
|
|
23,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,176,581 |
|
|
|
1,053,830 |
|
|
|
122,752 |
|
|
|
11.6 |
|
|
|
1,201,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
91,664 |
|
|
|
84,479 |
|
|
|
7,185 |
|
|
|
8.5 |
|
|
|
81,268 |
|
Capital stock |
|
|
6,292 |
|
|
|
5,667 |
|
|
|
625 |
|
|
|
11.0 |
|
|
|
5,161 |
|
Reserves |
|
|
80,026 |
|
|
|
75,044 |
|
|
|
4,982 |
|
|
|
6.6 |
|
|
|
74,475 |
|
Attributable profit to the Group |
|
|
5,816 |
|
|
|
4,175 |
|
|
|
1,641 |
|
|
|
39.3 |
|
|
|
2,283 |
|
Less: dividends |
|
|
(471 |
) |
|
|
(406 |
) |
|
|
(64 |
) |
|
|
15.8 |
|
|
|
(650 |
) |
Equity adjustments by valuation |
|
|
(10,858 |
) |
|
|
(14,153 |
) |
|
|
3,295 |
|
|
|
(23.3 |
) |
|
|
(9,471 |
) |
Minority interests |
|
|
8,909 |
|
|
|
9,972 |
|
|
|
(1,063 |
) |
|
|
(10.7 |
) |
|
|
9,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
89,714 |
|
|
|
80,298 |
|
|
|
9,416 |
|
|
|
11.7 |
|
|
|
81,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
1,266,296 |
|
|
|
1,134,128 |
|
|
|
132,168 |
|
|
|
11.7 |
|
|
|
1,282,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
|
|
|
Grupo Santander. Balance sheet |
|
|
|
Growth in lending and in funds in most countries in 2014: |
|
|
|
In lending, growth in the 10 core markets, except for Portugal, and notably in Latin America. |
|
|
|
In funds, also widespread growth, with a greater focus on the cost of deposits and on the marketing of mutual funds. |
|
|
|
The Groups net loan-to-deposit ratio was 113% (112% in 2013). |
|
|
|
The fully-loaded CET1 ratio was 9.7% after the capital increase in January 2015. The fully-loaded total capital ratio was 11.8%. |
Total managed and marketed funds at the end of 2014 amounted to EUR 1,428,083 million, of which EUR
1,266,296 million (89%) were on-balance sheet and the rest mutual and pension funds and managed portfolios.
When making comparisons with 2013
it is important to take into account the significant impact of changes in exchange rates of the currencies in which the Group operates. On the basis of year-end exchange rates, the dollar appreciated 14% against the euro, sterling 7% and the
Brazilian real and the Mexican peso around 1%, while the Chilean and Argentine pesos depreciated 2% and 13%, respectively and the Polish zloty 3%. The impact on year-on-year changes in lending and customer funds was 3-4 p.p. positive.
There was also a positive perimeter effect of less than one point on lending, as a result of the incorporation to the Group of the consumer finance business
of El Corte Inglés and GEs business in Nordic countries, both of them in the unit of Santander Consumer Finance.
Customer lending
The Groups gross lending amounted to EUR 761,928 million at the end of 2014, 7% higher. Excluding the exchange rate impact and eliminating
repos, balances were 5% higher, and grew in every quarter of the year. The evolution by geographic areas was as follows.
In Continental Europe,
the evolution varied. Lending fell in Portugal, still affected by the low demand, and in the Run-off Real Estate Activity in Spain, as the strategy of reducing this type of risk continued. It rose at Santander Consumer Finance, benefiting from
the perimeter in Poland, with a good evolution by products and segments, and in Spain, where the trend of the last few years was reversed as a result of growth to companies and public administrations.
Customer loans
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
2012 |
|
Spanish Public sector |
|
|
17,465 |
|
|
|
13,374 |
|
|
|
4,091 |
|
|
|
30.6 |
|
|
|
16,884 |
|
Other residents |
|
|
154,905 |
|
|
|
160,478 |
|
|
|
(5,572 |
) |
|
|
(3.5 |
) |
|
|
183,130 |
|
Commercial bills |
|
|
7,293 |
|
|
|
7,301 |
|
|
|
(8 |
) |
|
|
(0.1 |
) |
|
|
8,699 |
|
Secured loans |
|
|
96,426 |
|
|
|
96,420 |
|
|
|
6 |
|
|
|
0.0 |
|
|
|
103,890 |
|
Other loans |
|
|
51,187 |
|
|
|
56,757 |
|
|
|
(5,570 |
) |
|
|
(9.8 |
) |
|
|
70,540 |
|
Non-resident sector |
|
|
589,557 |
|
|
|
537,587 |
|
|
|
51,970 |
|
|
|
9.7 |
|
|
|
558,572 |
|
Secured loans |
|
|
369,266 |
|
|
|
320,629 |
|
|
|
48,637 |
|
|
|
15.2 |
|
|
|
339,519 |
|
Other loans |
|
|
220,291 |
|
|
|
216,958 |
|
|
|
3,333 |
|
|
|
1.5 |
|
|
|
219,052 |
|
Gross customer loans |
|
|
761,928 |
|
|
|
711,439 |
|
|
|
50,489 |
|
|
|
7.1 |
|
|
|
758,586 |
|
Loan-loss allowances |
|
|
27,217 |
|
|
|
26,749 |
|
|
|
468 |
|
|
|
1.7 |
|
|
|
27,014 |
|
Net customer loans |
|
|
734,711 |
|
|
|
684,690 |
|
|
|
50,021 |
|
|
|
7.3 |
|
|
|
731,572 |
|
Pro memoria: Doubtful loans |
|
|
40,424 |
|
|
|
41,088 |
|
|
|
(664 |
) |
|
|
(1.6 |
) |
|
|
36,002 |
|
Public sector |
|
|
167 |
|
|
|
99 |
|
|
|
68 |
|
|
|
69.1 |
|
|
|
121 |
|
Other residents |
|
|
19,951 |
|
|
|
21,763 |
|
|
|
(1,812 |
) |
|
|
(8.3 |
) |
|
|
16,025 |
|
Non-resident sector |
|
|
20,306 |
|
|
|
19,226 |
|
|
|
1,080 |
|
|
|
5.6 |
|
|
|
19,856 |
|
|
|
|
|
|
|
|
|
|
111 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
|
|
|
Gross lending in Spain (excluding the Run-off Real Estate Activity unit and repos) rose 2%. The distribution was as follows: |
|
|
|
Lending to individuals amounted to EUR 59,746 million, of which EUR 47,333 million are home mortgages. This portfolio was concentrated in financing first homes, with a strong concentration in the lowest
tranches of loan-to-value (73% with an LTV of less than 80%). The balance of mortgages dropped 6%, as the sharp rise of 64% in new loans still does not offset the amortisations made. |
|
|
|
Loans directly to SMEs and companies without real estate purpose amounted to EUR 86,459 million and accounted for the largest share of lending (53% of the total). Growth was 5%, benefiting from the special plan to
promote business with SMEs launched during 2014. |
|
|
|
Lending to the Spanish public sector rose significantly in the year due to the higher funding of both the Central Administration and the local and autonomous regions, while also participating in corporate operations
such as financing the electricity tariff deficit. |
|
|
|
In Portugal, lending dropped 5% in a context of deleveraging. Santander Totta gained market share, both in individual customers and companies. In the latter, balances in construction and real estate (2% of
lending) dropped 27%. |
|
|
|
In Poland, credit increased 7% y-o-y in local currency, with growth in all products and segments. Of note were SMEs (+11%)
|
and large companies, a segment being developed, where lending rose 32% from a still small
base.
|
|
|
Santander Consumer Finances balances increased 9%. The evolution varied by country. In local currency terms, Germanys lending, which accounted for almost 50% of the areas credit, remained
stable, Polands rose 6%, the Nordic countries 48% and Spains 32% (both benefiting from the perimeter effect). The portfolios in Portugal and Italy continued to be adjusted. |
New loans increased 14%, with significant rises in direct credit, cards and new auto finance, where the evolution was better than the average
for the sector.
|
|
|
Net customer lending included in the unit of Run-off Real Estate Activity in Spain amounted to EUR 3,787 million, a decline of EUR 1,948 million (-34%). |
In the United Kingdom, the balance of customer loans was 3% higher in sterling. In local criteria, the balance of mortgages increased 1% and lending to
companies 8%.
Lending in Latin America in constant currency increased 12%, with significant growth in all countries: Brazil (+10%), Mexico (+18%),
Chile (+8%), Argentina (+23%), Uruguay (+17%) and Peru (+28%).
Lastly, lending in the US rose 4% in dollars, due to the sale and
securitisations of assets in the second half of the year (+7% without this impact). Santander Banks lending increased 1% (+6% excluding the sale of assets) and SCUSAs 13%, benefiting from the
|
|
|
|
|
112 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Credit risk management*
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
2012 |
|
Non-performing loans |
|
|
41,709 |
|
|
|
42,420 |
|
|
|
(711 |
) |
|
|
(1.7 |
) |
|
|
36,761 |
|
NPL ratio (%) |
|
|
5.19 |
|
|
|
5.61 |
|
|
|
(0.42p. |
) |
|
|
|
|
|
|
4.55 |
|
Loan-loss allowances |
|
|
28,046 |
|
|
|
27,526 |
|
|
|
520 |
|
|
|
1.9 |
|
|
|
27,704 |
|
Specific |
|
|
21,784 |
|
|
|
22,433 |
|
|
|
(650 |
) |
|
|
(2.9 |
) |
|
|
22,213 |
|
Collective |
|
|
6,262 |
|
|
|
5,093 |
|
|
|
1,170 |
|
|
|
23.0 |
|
|
|
5,491 |
|
Coverage ratio (%) |
|
|
67.2 |
|
|
|
64.9 |
|
|
|
2.3 p. |
|
|
|
|
|
|
|
75.4 |
|
Cost of credit (%) ** |
|
|
1.43 |
|
|
|
1.69 |
|
|
|
(0.26p. |
) |
|
|
|
|
|
|
2,38 |
|
(*) |
Excluding country-risk |
(**) |
12 months net loan-loss provisions / average lending |
Note: NPL ratio: Non-performing loans / computable assets
strategic alliance with Chrysler, while Puerto Ricos dropped 16% against a backdrop of deleveraging.
At the end of 2014, Continental Europe accounted for 37% of the Groups total net lending (22% Spain), the UK 34%, Latin America 20% (10% Brazil) and the
US 9%.
Risks
Net NPL entries in 2014 amounted to
EUR 9,652 million after eliminating the perimeter and exchange-rate effects (-51%). They declined in all countries, particularly in Spain, Portugal, Poland, UK and Chile.
Bad and doubtful loans were EUR 711 million lower at EUR 41,709 million at the end of 2014. This
balance, together with the level of lending, brought the Groups NPL ratio to 5.19%, 42 b.p. lower than in 2013 and the first decline since the start of the crisis.
Loan-loss provisions amounted to EUR 28,046 million, of which EUR 6,262 million are collectively assessed. The total was slightly higher
(+2%) and combined with the fall in bad loans put coverage at the end of 2014 at 67% (65% in 2013).
The cost of credit (loan-loss provisions of the
last 12 months as a percentage of average lending over the same period) was 1.43% (1.69% in 2013). Excluding SCUSA, which due the type of its business has a high level of provisions and recoveries, the cost of credit was 1.15% (1.53% in 2013).
|
|
|
|
|
|
|
|
|
113 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
More information on credit risk, the control and monitoring systems and the internal risk models for calculating
provisions can be found in the risk management report in this annual report.
Customer funds under management and marketed
Total managed funds, including mutual and pension funds and managed portfolios, amounted to EUR 1,023,437 million (+8%). Excluding the exchange rate
impact, growth was 5%.
The strategy followed has been to grow in demand deposits, reduce expensive deposits and market mutual funds. The result was 9%
growth in demand deposits (rise in the 10 main units), a 5% fall in time deposits and an increase of 18% in mutual funds.
Overall customer deposits
excluding repos and mutual funds increased 9% (+6% excluding the forex impact).
Continental Europes main units performed as follows:
|
|
|
Spains total funds rose 5%. Spain is a clear example of the strategy followed: 25% growth in demand deposits and 28% in mutual funds, consolidating Grupo Santanders
|
|
|
leadership. Time deposits, on the other hand, declined 22%. |
|
|
|
Portugals funds increased 5% (+4% customer deposits without repos and +21% mutual funds). Demand deposits rose sharply and time ones remained virtually unchanged. |
|
|
|
Polands deposits increased 12% in local currency, while mutual funds did not change. Their combined growth was 10%. |
|
|
|
Santander Consumer Finances deposits declined 2%, due to the policy of reducing those of higher cost in Germany (81% of the areas total deposits). |
In the UK, customer deposits excluding repos (in sterling) increased 3%, due to the strategy of replacing expensive and less stable deposits with those
that offer a better opportunity of customer linkage. Demand deposits grew 24% because of the rise in current accounts as a result of the success of marketing the 1|2|3 range of products, which offset the reduction in time deposits. Mutual funds
dropped 8%.
In Latin America, and in constant currency, the aggregate of deposits without repos plus mutual funds rose 14%: Brazil (+12%); Mexico
(+13%); Chile (+17%); Argentina (+37%); Uruguay (+18%) and Peru (+32%).
Lastly, in the US the aggregate of deposits without repos plus mutual
funds increased 6%. Deposits rose 5% and continued to improve their composition and cost similar to that registered by other units (demand: +7%; time: -10%). Mutual funds increased 79% from a small base.
|
|
|
|
|
114 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Managed and marketed customer funds
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
2012 |
|
Resident public sector |
|
|
9,349 |
|
|
|
7,745 |
|
|
|
1,604 |
|
|
|
20.7 |
|
|
|
8,487 |
|
Other residents |
|
|
163,340 |
|
|
|
161,649 |
|
|
|
1,691 |
|
|
|
1.0 |
|
|
|
157,011 |
|
Demand deposits |
|
|
88,312 |
|
|
|
74,969 |
|
|
|
13,343 |
|
|
|
17.8 |
|
|
|
71,526 |
|
Time deposits |
|
|
67,495 |
|
|
|
80,146 |
|
|
|
(12,650 |
) |
|
|
(15.8 |
) |
|
|
75,414 |
|
Other |
|
|
7,532 |
|
|
|
6,535 |
|
|
|
998 |
|
|
|
15.3 |
|
|
|
10,071 |
|
Non-resident sector |
|
|
474,939 |
|
|
|
438,442 |
|
|
|
36,497 |
|
|
|
8.3 |
|
|
|
461,141 |
|
Demand deposits |
|
|
273,889 |
|
|
|
230,715 |
|
|
|
43,175 |
|
|
|
18.7 |
|
|
|
228,698 |
|
Time deposits |
|
|
151,113 |
|
|
|
161,300 |
|
|
|
(10,187 |
) |
|
|
(6.3 |
) |
|
|
179,503 |
|
Other |
|
|
49,937 |
|
|
|
46,427 |
|
|
|
3,509 |
|
|
|
7.6 |
|
|
|
52,940 |
|
Customer deposits |
|
|
647,628 |
|
|
|
607,836 |
|
|
|
39,791 |
|
|
|
6.5 |
|
|
|
626,639 |
|
Debt securities* |
|
|
196,890 |
|
|
|
186,321 |
|
|
|
10,569 |
|
|
|
5.7 |
|
|
|
215,482 |
|
Subordinated debt |
|
|
17,132 |
|
|
|
16,139 |
|
|
|
993 |
|
|
|
6.2 |
|
|
|
18,238 |
|
On-balance-sheet customer funds |
|
|
861,649 |
|
|
|
810,296 |
|
|
|
51,354 |
|
|
|
6.3 |
|
|
|
860,359 |
|
Mutual funds |
|
|
124,708 |
|
|
|
103,967 |
|
|
|
20,741 |
|
|
|
19.9 |
|
|
|
100,709 |
|
Pension funds |
|
|
11,481 |
|
|
|
10,879 |
|
|
|
602 |
|
|
|
5.5 |
|
|
|
10,076 |
|
Managed portfolios |
|
|
25,599 |
|
|
|
21,068 |
|
|
|
4,531 |
|
|
|
21.5 |
|
|
|
18,952 |
|
Other managed and marketed customer funds |
|
|
161,788 |
|
|
|
135,914 |
|
|
|
25,873 |
|
|
|
19.0 |
|
|
|
129,737 |
|
Managed and marketed customer funds |
|
|
1,023,437 |
|
|
|
946,210 |
|
|
|
77,227 |
|
|
|
8.2 |
|
|
|
990,096 |
|
(*).- |
Including retail commercial paper in Spain (EUR million): 274 in December 2014, 3,553 in December 2013 and 11,536 in December 2012 |
In addition to these advances, pension funds grew 5% in Spain and 7% in Portugal, the only countries where
Santander markets this product.
By geographic areas, Continental Europe accounted for 36% of managed and marketed customer funds (25% Spain), the UK 30%,
Latin America 27% (Brazil 15%) and the US 7%.
As well as capturing customer deposits, Grupo Santander, for strategic reasons, maintains a selective
policy of issuing securities in the international fixed income markets and strives to adapt the frequency and volume of operations to the structural liquidity needs of each unit, as well as to the receptiveness of each market.
The Group captured EUR 26,423 million in medium- and long-term senior debt issues, and EUR 7,711 million in covered bonds.
Of note were: Santander Tottas placement of EUR 1,750 million in two issues of covered mortgage bonds, after four years of not being present in the
international covered bonds market; the senior issue of EUR 1,500 million made in the European market by Banco Santander, S.A. in the first quarter; Santander UKs operations in September placing $1,500 million of senior debt in the US
market and EUR 1,500 million of covered bonds in the European market; in November Banco Santander, S.A. Spains
issue of a covered mortgage bond in two tranches for an aggregate amount of EUR 3,000 million and
maturities of 10 and 20 years, respectively, the longest maturity of a covered bond since the beginning of the crisis; and the senior debt issued by several European units of Santander Consumer Finance for a total amount of EUR 4,571 million in
the local markets where it operates.
|
|
|
|
|
|
|
|
|
115 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Managed and marketed mutual funds
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
2012 |
|
Spain |
|
|
42,183 |
|
|
|
33,104 |
|
|
|
9,078 |
|
|
|
27.4 |
|
|
|
26,720 |
|
Portugal |
|
|
1,276 |
|
|
|
1,050 |
|
|
|
226 |
|
|
|
21.5 |
|
|
|
1,544 |
|
Poland |
|
|
3,430 |
|
|
|
3,525 |
|
|
|
(96 |
) |
|
|
(2.7 |
) |
|
|
2,460 |
|
United Kingdom |
|
|
9,524 |
|
|
|
9,645 |
|
|
|
(122 |
) |
|
|
(1.3 |
) |
|
|
13,919 |
|
Latin America |
|
|
66,657 |
|
|
|
55,835 |
|
|
|
10,821 |
|
|
|
19.4 |
|
|
|
54,606 |
|
USA |
|
|
1,640 |
|
|
|
807 |
|
|
|
833 |
|
|
|
103.3 |
|
|
|
1,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
124,708 |
|
|
|
103,967 |
|
|
|
20,741 |
|
|
|
19.9 |
|
|
|
100,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Groups subsidiaries placed in the market during 2014 a total of EUR 13,391 million of
securitisations, mainly via the consumer finance units.
This issuing activity underscores the Groups capacity to access the different segments of
institutional investors via more than 10 issuance units, including the parent bank, Banco Santander, S.A. and the main subsidiaries of the countries where it operates. All this reaffirms the Groups policy of liquidity self-sufficiency for its
subsidiaries so that each adapts its issuance programme to the evolution of its balance sheet.
Maturities and amortisation of medium- and long-term debt
throughout the Group amounted to EUR 33,765 million in 2014, of
which EUR 20,111 million was senior debt, EUR 10,175 million covered bonds, EUR 1,731 subordinated
debt and EUR 1,749 million of preferred shares.
The net loan-to-deposit ratio was 113% in December, within the Groups comfort zone (around
120% or below). The ratio of deposits plus medium- and long-term funding to the Groups loans was 116%, underscoring the comfortable funding structure.
As regards funding from central banks, the Group took part in 2014 in the two auctions of long-term liquidity conditioned to the volume and evolution of
non-mortgage loans (TLTROs) by the European Central Bank. The aggregate liquidity of both auctions taken via banks in Spain, Portugal and SCF was EUR 8,200 million.
Managed and marketed pension funds
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
2012 |
|
Spain |
|
|
10,570 |
|
|
|
10,030 |
|
|
|
539 |
|
|
|
5.4 |
|
|
|
9,289 |
|
Portugal |
|
|
911 |
|
|
|
848 |
|
|
|
63 |
|
|
|
7.4 |
|
|
|
787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
11,481 |
|
|
|
10,879 |
|
|
|
602 |
|
|
|
5.5 |
|
|
|
10,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Other balance sheet items
Total goodwill was EUR 27,548 million, EUR 3,284 million more than in 2013, due to SCUSA, the incorporations of Getnet and GEs business in
Nordic countries and the evolution of exchange rates, particularly the US dollar and sterling.
The balance of financial assets available for sale
amounted to EUR 115,251 million, EUR 31,452 million more than 2013 (+38%), due to the increased debt positions of Spain, Portugal, UK, Brazil and the US.
Trading derivatives amounted to EUR 76,858 million in assets and EUR 79,048 million in liabilities with year-on-year increases, due to the drop in
interest rates in the long-term curve.
Shareholders equity and solvency ratios
Total shareholders funds, after retained profits, amounted to EUR 91,664 million (+7,185 million and +9%).
There were several issues of ordinary shares during 2014 to tend to those shareholders who opted to receive the equivalent amount of the interim dividends in
shares under the Santander Dividendo Elección programme (scrip dividend). A total of 880,057,105 shares were issued for the four scrip dividends the third and fourth of 2013 and the first and second of 2014, with an overall
acceptance of 87.1% of the capital.
In addition, 370,937,066 shares were issued in September to tend to the exchange derived from the offer to acquire
the minority interests of Banco Santander Brazil, S.A.
Valuation adjustments improved by EUR 3,295 million, with a notable positive impact of
exchange rates (partly hedged) on the value of stakes in foreign subsidiaries and by valuations of portfolios, mainly fixed income.
Total equity and capital with the nature
of financial liabilities
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
2012 |
|
Capital stock |
|
|
6,292 |
|
|
|
5,667 |
|
|
|
625 |
|
|
|
11.0 |
|
|
|
5,161 |
|
Additional paid-in surplus |
|
|
38,611 |
|
|
|
36,804 |
|
|
|
1,807 |
|
|
|
4.9 |
|
|
|
37,302 |
|
Reserves |
|
|
41,425 |
|
|
|
38,248 |
|
|
|
3,177 |
|
|
|
8.3 |
|
|
|
37,460 |
|
Treasury stock |
|
|
(10 |
) |
|
|
(9 |
) |
|
|
(1 |
) |
|
|
11.1 |
|
|
|
(287 |
) |
Attributable profit |
|
|
5,816 |
|
|
|
4,175 |
|
|
|
1,641 |
|
|
|
39.3 |
|
|
|
2,283 |
|
Less: dividends |
|
|
(471 |
) |
|
|
(406 |
) |
|
|
(64 |
) |
|
|
15.8 |
|
|
|
(650 |
) |
Shareholders equity |
|
|
91,664 |
|
|
|
84,479 |
|
|
|
7,185 |
|
|
|
8.5 |
|
|
|
81,268 |
|
Valuation adjustments |
|
|
(10,858 |
) |
|
|
(14,153 |
) |
|
|
3,295 |
|
|
|
(23.3 |
) |
|
|
(9,471 |
) |
Stockholders equity |
|
|
80,806 |
|
|
|
70,326 |
|
|
|
10,480 |
|
|
|
14.9 |
|
|
|
71,797 |
|
Minority interests |
|
|
8,909 |
|
|
|
9,972 |
|
|
|
(1,063 |
) |
|
|
(10.7 |
) |
|
|
9,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
89,714 |
|
|
|
80,298 |
|
|
|
9,416 |
|
|
|
11.7 |
|
|
|
81,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares and securities in subordinated debt |
|
|
6,978 |
|
|
|
4,053 |
|
|
|
2,925 |
|
|
|
72.2 |
|
|
|
4,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and capital with the nature of financial liabilities |
|
|
96,692 |
|
|
|
84,351 |
|
|
|
12,341 |
|
|
|
14.6 |
|
|
|
86,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Total equity amounted to EUR 80,806 million at the end of 2014, (+EUR 10,479 million and +15%).
Including the EUR 7,500 million capital increase in January 2015, total equity was EUR 88,306 million.
The Groups computable capital amounted
to EUR 77,854 million including the capital increase.
Under the new European regulation on equity, and aimed solely at qualified investors, Banco
Santander made three issues of contingent perpetual preferred securities convertible into ordinary shares of the Bank, eligible as additional Tier 1 (AT1) capital, to strengthen its solvency (Tier 1) in 2014.
These operations were for EUR 1,500 million in March, $1,500 million in May and EUR 1,500 million in
September, and at annual rates of 6.25%, 6.375% and 6.25%, respectively, for the first five years in the first two cases and the first seven in the other. All were notably oversubscribed by the international investors at whom the issues were
targeted. This meant pro-ratas in each one.
From a qualitative standpoint, the Group has solid ratios appropriate for its business model, balance sheet
structure and risk profile.
The phased-in CET1 (common equity tier 1) is 12.2%, the same as that for the Tier 1 capital ratio, while the total ratio is
13.3%.
The fully-loaded CET1 is 9.7% and the total ratio is 11.8%. All these ratios take into account the capital increase made in 2015.
Computable capital*. December 2014
EUR Million
|
|
|
|
|
|
|
|
|
|
|
Phase-in |
|
|
Fully loaded |
|
CET1 |
|
|
71,598 |
|
|
|
56,282 |
|
Basic capital |
|
|
71,598 |
|
|
|
61,010 |
|
Computable capital |
|
|
77,854 |
|
|
|
68,570 |
|
Risk-weighted assets |
|
|
585,243 |
|
|
|
583,366 |
|
CET1 capital ratio |
|
|
12.2 |
|
|
|
9.7 |
|
T1 capital ratio |
|
|
12.2 |
|
|
|
10.5 |
|
BIS ratio |
|
|
13.3 |
|
|
|
11.8 |
|
(*).- |
2014 pro-forma taking into account the January 2015 capital increase
|
|
|
|
|
|
118 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW CONSOLIDATED
FINANCIAL INFORMATION |
Rating agencies
The Groups access to wholesale funding markets, as well as the cost of issues, depends to some extent on the ratings accorded by rating agencies.
Rating agencies regularly review the Groups ratings. Debt classification depends on a series of internal factors (solvency, business model, capacity to
generate profits, etc.) and external ones related to the general economic environment, the sectors situation and the sovereign risk of the countries in which the Group operates.
The rating and outlook for the Kingdom of Spain has improved. In 2014, Moodys improved its rating in February from Baa3 to Baa2 and the outlook from
stable to positive, Fitch upgraded from BBB to BBB+ in April and confirmed it in October, and S&P in May from BBB- to BBB.
The methodology used by
the agencies limits the rating of a bank above that of the sovereign of the country in which it is based. This
means that despite the Groups good fundamentals, Santanders rating can be limited by the sovereign
debt rating.
At the end of 2014, Banco Santander was the only bank in the world with a rating higher than that of the sovereign of the country in which
it is based by the four agencies, following the upgradings in 2014 by Moodys from Baa2 to Baa1 with stable outlook, Fitch from BBB+ to A- with stable outlook and S&P from BBB to BBB+, also with stable outlook. The rating by DRBS remained
at A. These higher ratings than the sovereign underscore Santanders financial strength and diversification.
During the first quarter of 2014, the
Group obtained A+ and A from GBB Rating and Scope, respectively.
The agencies good assessment of Santanders credit profile is reflected in
the rating of the Banks individual fundamentals, which in the case of S&P is a-, a level equivalent to its peers including those based in countries with a better macroeconomic situation.
Rating agencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long |
|
|
Short |
|
|
|
|
|
|
term |
|
|
term |
|
|
Outlook |
|
DBRS |
|
|
A |
|
|
|
R1 |
(low) |
|
|
Negative |
|
Fitch Ratings |
|
|
A- |
|
|
|
F2 |
|
|
|
Stable |
|
GBB Rating |
|
|
A+ |
|
|
|
|
|
|
|
Stable |
|
Moodys |
|
|
Baa1 |
|
|
|
P-2 |
|
|
|
Stable |
|
Standard & Poor´s |
|
|
BBB+ |
|
|
|
A-2 |
|
|
|
Stable |
|
Scope |
|
|
A |
|
|
|
|
|
|
|
Stable |
|
|
|
|
|
|
|
|
|
|
119 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SEGMENT |
Description of the segments
Grupo Santander is maintaining in 2014 the general criteria applied in 2013, as well as the business segments
with the following exceptions:
1) |
In the Groups financial statements: |
|
|
|
The Group has applied IFRIC 21, Levies, which addresses the accounting for a liability to pay a levy if that liability is within the scope of IAS 37. The adoption of IFRIC 21 gave rise to a change in the recognition of
the contributions made by Santander UK to the Financial Services Compensation Scheme and of the contributions made by the Groups Spanish financial institutions to the Deposit Guarantee Fund. Pursuant to the applicable standard, this change was
applied retrospectively, giving rise to changes in the balances for 2013 (impact of -EUR 195 million on attributable profit and of -EUR 65 million on the Groups reserves) and 2012 (impact of -EUR 12 million on attributable
profit and of -EUR 53 million on the Groups reserves). |
|
|
|
Some corporate operations recently carried out by the Group involve changes in the consolidation method. On the one hand, taking control of Santander Consumer USA (SCUSA) in 2014 meant changing to consolidation by
global integration instead of by the equity accounted method, and, on the other, the loss of control of asset management companies sold at the end of 2013 meant consolidating by the equity accounted method instead of by global integration. Pro-forma
information is provided with the Groups financial statements for previous periods, modified in order to facilitate comparisons as if these changes had been effective in the compared periods presented. |
2) |
In geographic businesses by restructuring: |
|
|
|
The area for the United States includes Santander Bank, Santander Consumer USA, which as indicated, now consolidates by global integration, and Puerto Rico, which was previously included in Latin America.
|
|
|
|
The sold units of Santander Asset Management consolidate by the equity accounted method, as commented, in the various countries. |
|
|
|
Annual adjustment of the perimeter of the Global Customer Relationship Model between Retail Banking and Global Banking and Markets. This change has no impact on the principal segments (or geographic).
|
|
|
|
The Asset Management and Insurance area is now called Private Banking, Asset Management and Insurance. As regards the figures published in 2013, the domestic private banking units of Spain, Portugal, Italy, Brazil,
Mexico and Chile are incorporated (management shared with local banks). Santander Private Banking in Latin America is also included. |
For
comparison purposes, the figures of previous periods of the principal and secondary segments have been re-expressed to include the changes in the affected areas.
The financial statements of each business segment have been drawn up by aggregating the Groups basic operating units. The information relates to both
the accounting data of the units in each segment as well as that provided by the management information systems. In all cases, the same general principles as those used in the Group are applied.
The operating business areas are structured into two levels:
Principal level (or geographic). Geographical areas segment the activity of the Groups operating units. This coincides with the Groups first level
of management and reflects Santander positioning in the worlds three main currency areas (euro, sterling and dollar). The segments reported on are:
|
|
|
Continental Europe. This covers all retail banking business, wholesale banking, and private banking and asset management and insurance conducted in this region, as well as the unit of Run-off Real Estate Activity
in Spain. Detailed financial information is provided on Spain, Portugal, Poland and Santander Consumer Finance (which incorporates all the regions business, including the three countries mentioned herewith). |
|
|
|
United Kingdom. This includes retail and wholesale banking, and private banking asset management and insurance conducted by the Groups various units and branches in the country. |
|
|
|
Latin America. This embraces all the Groups financial activities conducted via its subsidiary banks and subsidiaries. It also includes the specialised units of Santander Private Banking, as an independent
and globally managed unit, and New Yorks business. The financial statements of Brazil, Mexico and Chile are also provided. |
|
|
|
United States. Includes the businesses of Santander Bank, Santander Consumer USA and Puerto Rico.
|
|
|
|
|
|
120 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SEGMENTS |
Secondary level (or business). This segments the activity of the operating units by type of business. The
segments are: Retail Banking, Wholesale Banking, Private Banking, Asset Management and Insurance and the unit of Run-off Real Estate Activity in Spain.
|
|
|
Retail Banking. This covers all customer banking businesses, (except those of private banking and corporate banking, managed through the Global Customer Relationship Model). Because of their relative importance,
details are also provided by the main geographic areas (Continental Europe, United Kingdom, Latin America and the United States). The results of the hedging positions in each country are also included, conducted within the sphere of each ones
Assets and Liabilities Committee. |
|
|
|
Global Wholesale Banking (GBM). This business reflects the revenues from global corporate banking, investment banking and markets worldwide including all treasuries managed globally, both trading and distribution
to customers (always after the appropriate distribution with Retail Banking customers), as well as equities business. |
|
|
|
Private Banking, Asset Management and Insurance. This includes the contribution to the Group for the design and management of mutual and pension funds and insurance, conducted in some cases via wholly-owned units
and in other via units in which the Group participates through joint ventures with specialists. In both cases, the units remunerate the distribution networks used to place these products (basically the Groups,
|
though not exclusively) via agreements. This means that the result recorded in this segment is
net for each of the units included, in accordance with their participation and consolidation method, (i.e. deducting the distribution cost of sharing agreements from gross income). It also includes private banking business as defined above.
As well as these operating units, which cover everything by geographic area and by businesses, the Group continues to maintain the area of Corporate
Activities. This area incorporates the centralised activities relating to equity stakes in financial companies, financial management of the structural exchange rate position and of the parent banks structural interest rate risk, as well as
management of liquidity and of shareholders equity through issues and securitisations.
As the Groups holding entity, this area manages all
capital and reserves and allocations of capital and liquidity. It also incorporates amortisation of goodwill but not the costs related to the Groups central services (charged to the areas), except for corporate and institutional expenses
related to the Groups functioning.
The figures of the Groups units have been drawn up in accordance with these criteria, and so might not
coincide with those published individually by each unit.
|
|
|
|
|
|
|
|
|
121 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
EUR Million |
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Continental Europe |
|
|
6,485 |
|
|
|
5,969 |
|
|
|
515 |
|
|
|
8.6 |
|
|
|
8.8 |
|
o/w: Spain |
|
|
3,515 |
|
|
|
3,220 |
|
|
|
295 |
|
|
|
9.2 |
|
|
|
9.2 |
|
Portugal |
|
|
465 |
|
|
|
421 |
|
|
|
44 |
|
|
|
10.5 |
|
|
|
10.5 |
|
Poland |
|
|
795 |
|
|
|
725 |
|
|
|
70 |
|
|
|
9.6 |
|
|
|
9.3 |
|
Santander Consumer Finance |
|
|
1,857 |
|
|
|
1,720 |
|
|
|
137 |
|
|
|
8.0 |
|
|
|
8.0 |
|
United Kingdom |
|
|
2,651 |
|
|
|
2,276 |
|
|
|
375 |
|
|
|
16.5 |
|
|
|
10.6 |
|
Latin America |
|
|
11,049 |
|
|
|
12,186 |
|
|
|
(1,137 |
) |
|
|
(9.3 |
) |
|
|
0.4 |
|
o/w: Brazil |
|
|
7,092 |
|
|
|
8,194 |
|
|
|
(1,102 |
) |
|
|
(13.5 |
) |
|
|
(5.4 |
) |
Mexico |
|
|
1,812 |
|
|
|
1,796 |
|
|
|
16 |
|
|
|
0.9 |
|
|
|
5.2 |
|
Chile |
|
|
1,343 |
|
|
|
1,322 |
|
|
|
20 |
|
|
|
1.5 |
|
|
|
17.0 |
|
USA |
|
|
3,611 |
|
|
|
2,975 |
|
|
|
636 |
|
|
|
21.4 |
|
|
|
21.3 |
|
Operating areas |
|
|
23,795 |
|
|
|
23,406 |
|
|
|
390 |
|
|
|
1.7 |
|
|
|
6.5 |
|
Corporate Activities |
|
|
(1,221 |
) |
|
|
(1,644 |
) |
|
|
423 |
|
|
|
(25.7 |
) |
|
|
(25.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
22,574 |
|
|
|
21,762 |
|
|
|
813 |
|
|
|
3.7 |
|
|
|
9.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable profit |
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
EUR Million |
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Continental Europe |
|
|
2,078 |
|
|
|
1,115 |
|
|
|
963 |
|
|
|
86.4 |
|
|
|
87.4 |
|
o/w: Spain |
|
|
1,121 |
|
|
|
466 |
|
|
|
655 |
|
|
|
140.5 |
|
|
|
140.5 |
|
Portugal |
|
|
189 |
|
|
|
114 |
|
|
|
75 |
|
|
|
65.1 |
|
|
|
65.1 |
|
Poland |
|
|
358 |
|
|
|
334 |
|
|
|
24 |
|
|
|
7.2 |
|
|
|
6.9 |
|
Santander Consumer Finance |
|
|
891 |
|
|
|
794 |
|
|
|
97 |
|
|
|
12.3 |
|
|
|
12.3 |
|
United Kingdom |
|
|
1,576 |
|
|
|
1,149 |
|
|
|
427 |
|
|
|
37.1 |
|
|
|
30.2 |
|
Latin America |
|
|
3,150 |
|
|
|
3,181 |
|
|
|
(31 |
) |
|
|
(1.0 |
) |
|
|
10.8 |
|
o/w: Brazil |
|
|
1,558 |
|
|
|
1,577 |
|
|
|
(20 |
) |
|
|
(1.3 |
) |
|
|
8.0 |
|
Mexico |
|
|
660 |
|
|
|
713 |
|
|
|
(53 |
) |
|
|
(7.4 |
) |
|
|
(3.5 |
) |
Chile |
|
|
509 |
|
|
|
435 |
|
|
|
74 |
|
|
|
17.0 |
|
|
|
34.8 |
|
USA |
|
|
800 |
|
|
|
801 |
|
|
|
(1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
Operating areas |
|
|
7,605 |
|
|
|
6,246 |
|
|
|
1,359 |
|
|
|
21.8 |
|
|
|
27.5 |
|
Corporate Activities |
|
|
(1,789 |
) |
|
|
(2,071 |
) |
|
|
282 |
|
|
|
(13.6 |
) |
|
|
(13.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
5,816 |
|
|
|
4,175 |
|
|
|
1,641 |
|
|
|
39.3 |
|
|
|
49.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans |
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
EUR Million |
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Continental Europe |
|
|
266,827 |
|
|
|
266,355 |
|
|
|
471 |
|
|
|
0.2 |
|
|
|
(0.6 |
) |
o/w: Spain |
|
|
157,047 |
|
|
|
159,753 |
|
|
|
(2,706 |
) |
|
|
(1.7 |
) |
|
|
(1.7 |
) |
Portugal |
|
|
23,180 |
|
|
|
24,482 |
|
|
|
(1,302 |
) |
|
|
(5.3 |
) |
|
|
(5.3 |
) |
Poland |
|
|
16,976 |
|
|
|
16,214 |
|
|
|
761 |
|
|
|
4.7 |
|
|
|
7.7 |
|
Santander Consumer Finance |
|
|
60,448 |
|
|
|
56,024 |
|
|
|
4,424 |
|
|
|
7.9 |
|
|
|
7.9 |
|
United Kingdom |
|
|
251,191 |
|
|
|
231,046 |
|
|
|
20,145 |
|
|
|
8.7 |
|
|
|
1.6 |
|
Latin America |
|
|
144,714 |
|
|
|
128,684 |
|
|
|
16,030 |
|
|
|
12.5 |
|
|
|
12.1 |
|
o/w: Brazil |
|
|
74,373 |
|
|
|
66,446 |
|
|
|
7,927 |
|
|
|
11.9 |
|
|
|
10.7 |
|
Mexico |
|
|
25,873 |
|
|
|
22,269 |
|
|
|
3,604 |
|
|
|
16.2 |
|
|
|
14.9 |
|
Chile |
|
|
30,550 |
|
|
|
28,783 |
|
|
|
1,767 |
|
|
|
6.1 |
|
|
|
8.0 |
|
USA |
|
|
67,175 |
|
|
|
57,374 |
|
|
|
9,801 |
|
|
|
17.1 |
|
|
|
3.1 |
|
Operating areas |
|
|
729,908 |
|
|
|
683,460 |
|
|
|
46,448 |
|
|
|
6.8 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
734,711 |
|
|
|
684,690 |
|
|
|
50,021 |
|
|
|
7.3 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer deposits |
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
EUR Million |
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Continental Europe |
|
|
255,719 |
|
|
|
256,138 |
|
|
|
(418 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
o/w: Spain |
|
|
178,446 |
|
|
|
181,117 |
|
|
|
(2,671 |
) |
|
|
(1.5 |
) |
|
|
(1.5 |
) |
Portugal |
|
|
24,016 |
|
|
|
24,191 |
|
|
|
(174 |
) |
|
|
(0.7 |
) |
|
|
(0.7 |
) |
Poland |
|
|
20,144 |
|
|
|
18,503 |
|
|
|
1,641 |
|
|
|
8.9 |
|
|
|
12.0 |
|
Santander Consumer Finance |
|
|
30,847 |
|
|
|
30,878 |
|
|
|
(30 |
) |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
United Kingdom |
|
|
202,328 |
|
|
|
187,467 |
|
|
|
14,862 |
|
|
|
7.9 |
|
|
|
0.8 |
|
Latin America |
|
|
137,726 |
|
|
|
122,176 |
|
|
|
15,551 |
|
|
|
12.7 |
|
|
|
12.1 |
|
o/w: Brazil |
|
|
68,539 |
|
|
|
61,490 |
|
|
|
7,049 |
|
|
|
11.5 |
|
|
|
10.2 |
|
Mexico |
|
|
28,627 |
|
|
|
24,663 |
|
|
|
3,964 |
|
|
|
16.1 |
|
|
|
14.8 |
|
Chile |
|
|
23,352 |
|
|
|
20,988 |
|
|
|
2,364 |
|
|
|
11.3 |
|
|
|
13.2 |
|
USA |
|
|
46,575 |
|
|
|
39,206 |
|
|
|
7,369 |
|
|
|
18.8 |
|
|
|
4.6 |
|
Operating areas |
|
|
642,348 |
|
|
|
604,985 |
|
|
|
37,363 |
|
|
|
6.2 |
|
|
|
3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
647,628 |
|
|
|
607,836 |
|
|
|
39,791 |
|
|
|
6.5 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Continental Europe
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
8,728 |
|
|
|
8,107 |
|
|
|
622 |
|
|
|
7.7 |
|
|
|
7.9 |
|
Net fees |
|
|
3,457 |
|
|
|
3,420 |
|
|
|
37 |
|
|
|
1.1 |
|
|
|
1.1 |
|
Gains (losses) on financial transactions |
|
|
453 |
|
|
|
774 |
|
|
|
(321 |
) |
|
|
(41.5 |
) |
|
|
(41.5 |
) |
Other operating income* |
|
|
184 |
|
|
|
164 |
|
|
|
20 |
|
|
|
12.1 |
|
|
|
12.2 |
|
Gross income |
|
|
12,822 |
|
|
|
12,465 |
|
|
|
357 |
|
|
|
2.9 |
|
|
|
3.0 |
|
Operating expenses |
|
|
(6,337 |
) |
|
|
(6,495 |
) |
|
|
158 |
|
|
|
(2.4 |
) |
|
|
(2.3 |
) |
General administrative expenses |
|
|
(5,632 |
) |
|
|
(5,737 |
) |
|
|
106 |
|
|
|
(1.8 |
) |
|
|
(1.7 |
) |
Personnel |
|
|
(3,316 |
) |
|
|
(3,488 |
) |
|
|
171 |
|
|
|
(4.9 |
) |
|
|
(4.8 |
) |
Other general administrative expenses |
|
|
(2,315 |
) |
|
|
(2,249 |
) |
|
|
(66 |
) |
|
|
2.9 |
|
|
|
3.1 |
|
Depreciation and amortisation |
|
|
(706 |
) |
|
|
(758 |
) |
|
|
52 |
|
|
|
(6.9 |
) |
|
|
(6.8 |
) |
Net operating income |
|
|
6,485 |
|
|
|
5,969 |
|
|
|
515 |
|
|
|
8.6 |
|
|
|
8.8 |
|
Net loan-loss provisions |
|
|
(2,880 |
) |
|
|
(3,603 |
) |
|
|
724 |
|
|
|
(20.1 |
) |
|
|
(20.0 |
) |
Other income |
|
|
(576 |
) |
|
|
(759 |
) |
|
|
184 |
|
|
|
(24.2 |
) |
|
|
(24.2 |
) |
Profit before taxes |
|
|
3,030 |
|
|
|
1,607 |
|
|
|
1,423 |
|
|
|
88.6 |
|
|
|
89.4 |
|
Tax on profit |
|
|
(756 |
) |
|
|
(351 |
) |
|
|
(406 |
) |
|
|
115.6 |
|
|
|
116.8 |
|
Profit from continuing operations |
|
|
2,273 |
|
|
|
1,256 |
|
|
|
1,017 |
|
|
|
81.0 |
|
|
|
81.8 |
|
Net profit from discontinued operations |
|
|
(26 |
) |
|
|
(6 |
) |
|
|
(20 |
) |
|
|
345.3 |
|
|
|
363.0 |
|
Consolidated profit |
|
|
2,247 |
|
|
|
1,250 |
|
|
|
997 |
|
|
|
79.8 |
|
|
|
80.5 |
|
Minority interests |
|
|
168 |
|
|
|
135 |
|
|
|
33 |
|
|
|
24.8 |
|
|
|
24.4 |
|
Attributable profit to the Group |
|
|
2,078 |
|
|
|
1,115 |
|
|
|
963 |
|
|
|
86.4 |
|
|
|
87.4 |
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
266,827 |
|
|
|
266,355 |
|
|
|
471 |
|
|
|
0.2 |
|
|
|
0.6 |
|
Trading portfolio (w/o loans) |
|
|
65,859 |
|
|
|
50,317 |
|
|
|
15,543 |
|
|
|
30.9 |
|
|
|
30.9 |
|
Available-for-sale financial assets |
|
|
52,858 |
|
|
|
37,319 |
|
|
|
15,539 |
|
|
|
41.6 |
|
|
|
42.3 |
|
Due from credit institutions** |
|
|
65,754 |
|
|
|
38,547 |
|
|
|
27,207 |
|
|
|
70.6 |
|
|
|
70.9 |
|
Intangible assets and property and equipment |
|
|
5,838 |
|
|
|
6,148 |
|
|
|
(311 |
) |
|
|
(5.1 |
) |
|
|
(4.9 |
) |
Other assets |
|
|
22,523 |
|
|
|
39,902 |
|
|
|
(17,379 |
) |
|
|
(43.6 |
) |
|
|
(43.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
479,659 |
|
|
|
438,589 |
|
|
|
41,070 |
|
|
|
9.4 |
|
|
|
9.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer deposits** |
|
|
255,719 |
|
|
|
256,138 |
|
|
|
(418 |
) |
|
|
(0.2 |
) |
|
|
0.1 |
|
Marketable debt securities** |
|
|
19,435 |
|
|
|
16,781 |
|
|
|
2,654 |
|
|
|
15.8 |
|
|
|
17.2 |
|
Subordinated debt** |
|
|
409 |
|
|
|
406 |
|
|
|
4 |
|
|
|
1.0 |
|
|
|
3.3 |
|
Insurance liabilities |
|
|
713 |
|
|
|
1,430 |
|
|
|
(717 |
) |
|
|
(50.2 |
) |
|
|
(50.1 |
) |
Due to credit institutions** |
|
|
76,889 |
|
|
|
59,440 |
|
|
|
17,449 |
|
|
|
29.4 |
|
|
|
30.1 |
|
Other liabilities |
|
|
101,950 |
|
|
|
79,309 |
|
|
|
22,641 |
|
|
|
28.5 |
|
|
|
28.7 |
|
Shareholders equity*** |
|
|
24,543 |
|
|
|
25,086 |
|
|
|
(543 |
) |
|
|
(2.2 |
) |
|
|
(1.7 |
) |
Other managed and marketed customer funds |
|
|
65,275 |
|
|
|
55,278 |
|
|
|
9,998 |
|
|
|
18.1 |
|
|
|
18.3 |
|
Mutual and pension funds |
|
|
58,369 |
|
|
|
48,559 |
|
|
|
9,810 |
|
|
|
20.2 |
|
|
|
20.4 |
|
Managed portfolios |
|
|
6,906 |
|
|
|
6,719 |
|
|
|
187 |
|
|
|
2.8 |
|
|
|
2.8 |
|
Managed and marketed customer funds |
|
|
340,839 |
|
|
|
328,602 |
|
|
|
12,237 |
|
|
|
3.7 |
|
|
|
4.0 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
8.11 |
|
|
|
4.35 |
|
|
|
3.76 |
|
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
49.4 |
|
|
|
52.1 |
|
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
NPL ratio |
|
|
8.93 |
|
|
|
9.13 |
|
|
|
(0.20 |
) |
|
|
|
|
|
|
|
|
NPL coverage |
|
|
57.2 |
|
|
|
57.3 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
Number of employees |
|
|
56,245 |
|
|
|
58,033 |
|
|
|
(1,788 |
) |
|
|
(3.1 |
) |
|
|
|
|
Number of branches |
|
|
5,482 |
|
|
|
6,160 |
|
|
|
(678 |
) |
|
|
(11.0 |
) |
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
|
|
|
|
123 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Attributable profit of EUR 2,078 million, 86.4% more than in 2013, due to the good performance of all the main lines of the income statement. |
|
|
|
Gross income increased 2.9% thanks to the 7.7% rise in net interest income (good performance by all units). |
|
|
|
Operating expenses were 2.4% lower, with falls in Spain, Portugal and Poland. |
|
|
|
Loan-loss provisions declined 20.1%, with reductions in Spain, Portugal and Santander Consumer Finance. |
|
|
|
Growth strategy focused on more lending in an environment of still weak demand and reducing the cost of liabilities. |
Continental Europe includes all activities carried out in this zone: retail banking, global wholesale banking, private banking, asset management and
insurance, as well as Run-off Real Estate Activity in Spain.
Environment and strategy
Units developed their business in 2014 in an environment of moderate growth, with significant differences by countries, and low interest rates. The
systems high liquidity facilitated corporate issues and better access of companies and households to credit. All of this, however, did not prevent a further decline in lending in the euro zone (-1.5% year-on-year to October), reflecting
deleveraging in some economies and disintermediation. The deposits of companies and households continued to grow at rates of around 3%.
In this context
the integration of the retail networks in Spain and the banks in Poland was completed. In addition, the general strategic lines of the last few years were maintained:
|
|
|
Defending spreads on loans and on deposits. |
|
|
|
Policy of reducing the cost of deposits in all units. |
|
|
|
Control of costs and exploiting synergies. |
Furthermore, the measures taken to push lending in those segments considered as strategic were intensified,
particularly in the sphere of SMEs and companies.
Activity
Customer lending excluding repos increased 2%, due to the evolution in Spain, Poland and Santander Consumer Finance. It declined in Portugal and, above all, in
Run-off Real Estate Activity in Spain.
Deposits excluding repos rose 2%, reflecting the cost reduction policy and the greater marketing of mutual funds
(+24%). Pension funds increased 6%.
Results
Comparisons with 2013 are very favourable in the main income statement lines.
Gross income rose 2.9%, fuelled by net interest income (+7.7%), where the reduction in the cost of deposits in all units impacted favourably. Fee income was
1.1% higher, even though the impact in Spain of the incorporation of customers from Banesto to the programme We want to be your Bank was still felt, as well as regulatory effects in Spain, Portugal and Poland.
Operating expenses fell 2.4%, due to Spain (-6.7%), Poland (-2.2%) and Portugal (-0.9%).
Net operating income rose 8.6% and the efficiency ratio improved by 2.7 p.p. to below 50%.
Loan-loss provisions were 20.1% lower, with falls in all commercial units except Poland.
Net operating income after provisions jumped 52.4% to EUR 3,605 million and attributable profit surged 86.4%, due to the lower impact of the rest of
provisions and other results.
|
|
|
|
|
124 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Spain
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
4,768 |
|
|
|
4,358 |
|
|
|
411 |
|
|
|
9.4 |
|
Net fees |
|
|
1,796 |
|
|
|
1,832 |
|
|
|
(36 |
) |
|
|
(2.0 |
) |
Gains (losses) on financial transactions |
|
|
284 |
|
|
|
610 |
|
|
|
(326 |
) |
|
|
(53.5 |
) |
Other operating income* |
|
|
149 |
|
|
|
153 |
|
|
|
(4 |
) |
|
|
(2.8 |
) |
Gross income |
|
|
6,997 |
|
|
|
6,954 |
|
|
|
43 |
|
|
|
0.6 |
|
Operating expenses |
|
|
(3,482 |
) |
|
|
(3,734 |
) |
|
|
252 |
|
|
|
(6.7 |
) |
General administrative expenses |
|
|
(3,130 |
) |
|
|
(3,349 |
) |
|
|
219 |
|
|
|
(6.5 |
) |
Personnel |
|
|
(1,929 |
) |
|
|
(2,115 |
) |
|
|
185 |
|
|
|
(8.8 |
) |
Other general administrative expenses |
|
|
(1,201 |
) |
|
|
(1,234 |
) |
|
|
34 |
|
|
|
(2.7 |
) |
Depreciation and amortisation |
|
|
(352 |
) |
|
|
(384 |
) |
|
|
33 |
|
|
|
(8.5 |
) |
Net operating income |
|
|
3,515 |
|
|
|
3,220 |
|
|
|
295 |
|
|
|
9.2 |
|
Net loan-loss provisions |
|
|
(1,745 |
) |
|
|
(2,411 |
) |
|
|
666 |
|
|
|
(27.6 |
) |
Other income |
|
|
(173 |
) |
|
|
(135 |
) |
|
|
(38 |
) |
|
|
28.3 |
|
Profit before taxes |
|
|
1,597 |
|
|
|
674 |
|
|
|
923 |
|
|
|
136.9 |
|
Tax on profit |
|
|
(469 |
) |
|
|
(207 |
) |
|
|
(263 |
) |
|
|
127.0 |
|
Profit from continuing operations |
|
|
1,127 |
|
|
|
467 |
|
|
|
660 |
|
|
|
141.2 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
0 |
|
|
|
(0 |
) |
|
|
(100.0 |
) |
Consolidated profit |
|
|
1,127 |
|
|
|
467 |
|
|
|
660 |
|
|
|
141.2 |
|
Minority interests |
|
|
6 |
|
|
|
1 |
|
|
|
5 |
|
|
|
414.9 |
|
Attributable profit to the Group |
|
|
1,121 |
|
|
|
466 |
|
|
|
655 |
|
|
|
140.5 |
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
157,047 |
|
|
|
159,753 |
|
|
|
(2,706 |
) |
|
|
(1.7 |
) |
Trading portfolio (w/o loans) |
|
|
62,470 |
|
|
|
47,062 |
|
|
|
15,408 |
|
|
|
32.7 |
|
Available-for-sale financial assets |
|
|
38,353 |
|
|
|
25,608 |
|
|
|
12,745 |
|
|
|
49.8 |
|
Due from credit institutions** |
|
|
48,881 |
|
|
|
25,092 |
|
|
|
23,789 |
|
|
|
94.8 |
|
Intangible assets and property and equipment |
|
|
3,423 |
|
|
|
4,111 |
|
|
|
(688 |
) |
|
|
(16.7 |
) |
Other assets |
|
|
5,166 |
|
|
|
21,183 |
|
|
|
(16,017 |
) |
|
|
(75.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
315,340 |
|
|
|
282,808 |
|
|
|
32,531 |
|
|
|
11.5 |
|
Customer deposits** |
|
|
178,446 |
|
|
|
181,117 |
|
|
|
(2,671 |
) |
|
|
(1.5 |
) |
Marketable debt securities** |
|
|
704 |
|
|
|
3,953 |
|
|
|
(3,248 |
) |
|
|
(82.2 |
) |
Subordinated debt** |
|
|
6 |
|
|
|
8 |
|
|
|
(2 |
) |
|
|
(21.9 |
) |
Insurance liabilities |
|
|
539 |
|
|
|
525 |
|
|
|
14 |
|
|
|
2.7 |
|
Due to credit institutions** |
|
|
38,519 |
|
|
|
22,759 |
|
|
|
15,759 |
|
|
|
69.2 |
|
Other liabilities |
|
|
86,235 |
|
|
|
62,926 |
|
|
|
23,308 |
|
|
|
37.0 |
|
Shareholders equity*** |
|
|
10,891 |
|
|
|
11,521 |
|
|
|
(629 |
) |
|
|
(5.5 |
) |
Other managed and marketed customer funds |
|
|
58,554 |
|
|
|
48,267 |
|
|
|
10,288 |
|
|
|
21.3 |
|
Mutual and pension funds |
|
|
52,605 |
|
|
|
42,976 |
|
|
|
9,629 |
|
|
|
22.4 |
|
Managed portfolios |
|
|
5,949 |
|
|
|
5,291 |
|
|
|
658 |
|
|
|
12.4 |
|
Managed and marketed customer funds |
|
|
237,710 |
|
|
|
233,344 |
|
|
|
4,367 |
|
|
|
1.9 |
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
9.88 |
|
|
|
3.93 |
|
|
|
5.95 |
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
49.8 |
|
|
|
53.7 |
|
|
|
(3.9 |
) |
|
|
|
|
NPL ratio |
|
|
7.38 |
|
|
|
7.49 |
|
|
|
(0.11 |
) |
|
|
|
|
NPL coverage |
|
|
45.5 |
|
|
|
44.0 |
|
|
|
1.5 |
|
|
|
|
|
Number of employees |
|
|
24,979 |
|
|
|
27,237 |
|
|
|
(2,258 |
) |
|
|
(8.3 |
) |
Number of branches |
|
|
3,511 |
|
|
|
4,067 |
|
|
|
(556 |
) |
|
|
(13.7 |
) |
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
|
|
|
|
125 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Attributable profit of EUR 1,121 million, 140.5% more than in 2013 and improvements in all lines. Of note were: |
|
|
|
Growth in net interest income (+9.4%), reflecting the lower cost of deposits. |
|
|
|
Drop of 6.7% in operating expenses, due to synergies from the merger and optimization plans. |
|
|
|
Loan-loss provisions declined 27.6%, due to much lower entries and the better credit quality. |
|
|
|
In activity: higher new lending and balances growing. Deposits plus mutual funds combined growth in volumes with the lower cost of deposits. |
Grupo Santander has a solid retail presence in Spain (3,511 branches, 4,986 ATMs and 12.6 million customers), which is reinforced with global businesses
in key products and segments (wholesale banking, private banking, asset management, insurance and cards).
Environment and strategy
Spain began a solid recovery in 2014, which coupled with the improvement in financial conditions (risk premium on 10-year government bonds at 107 b.p. at the
end of 2014), spurred retail banking loan flows to households and SMEs. The balance of loans to companies and households fell again, due to deleveraging in some sectors and growing issues of securities by large companies. Deposits declined slightly,
due to drop in time deposits, in a low interest rate environment that favoured mutual funds.
The branch networks of Santander, Banesto and Banif were
integrated and their specialization in Spain continued, through the migration of customers within the concentration process.
Optimization of networks and employees ahead of schedule is enabling cost synergies to be achieved and
efficiency and profitability improved.
Of note in business was the strong push given to the Santander Advance strategy. The Bank aims to become
the reference institution in the growth of SMEs via financial support and integral commitment to their development.
This initiative accelerated new
lending and the capturing of customers, which constituted a clear turning point in business with SMEs. More than 10,000 companies and SMEs participated in 2014 in non-financial activities, either training (on site, at distance workshops) or
promoting international business (virtual connection of Spanish companies with potential customers from the UK, Brazil, Mexico and Poland). Moreover, 6,000 training and internship grants with companies were made.
In the segment of individuals, the project We want to be your Bank was transformed to give it various levels on the basis of the customers
linkage with the Bank and providing a better customer experience.
As for customer funds, the Bank maintained its strategy of optimizing the cost of
funding begun in the middle of 2013, once high levels of liquidity were attained. Net loan-to-deposit ratio was 88%.
This made possible a sharp reduction
in the cost of funds, particularly time deposits, and a rise in fees from the marketing of mutual funds. In this segment, the Bank is positioning itself in higher value funds for customers, which is enabling it to lead net capturing in the market
and keep on gaining market share.
At the end of 2014, plans to increase positioning in some regions where the Bank operates below its natural market
share were put into effect.
|
|
|
|
|
126 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Activity
Lending continued to recover, with faster growth in new loans to individuals (mortgages: +64%; consumer credit: +72%) and to companies (+29% excluding
commercial bills). Some 400,000 credits were granted for a total of EUR 34,000 million (market share gain of +84 b.p.).
The balance of gross loans
to customers excluding repos rose by EUR 3,800 million, distinguishing us from most competitors and the sector as whole.
The aggregate of deposits
without repos and mutual funds increased 5%.
Demand deposits increased 25% and time deposits fell 22%. This evolution reflected the strategy of reducing
the cost of funds, which is feeding through to net interest income. In 2014, there was a further improvement of 94 b.p. in the cost of new time deposits, which reduced the cost of the stock of deposits by 64 b.p., between the two years
The reduction in time deposits was accompanied by a continuous rise in mutual funds managed and marketed by Santander (+28%). The greater demand for these
products and the better evolution of the markets explain this evolution.
The balance of pension funds increased 5%. Lastly, repos fell by about EUR
3,000 million in twelve months, due to the reduction in clearing house activity.
Results
Net interest income was EUR 4,768 million, 9.4% more than in 2013, reflecting the good performance of the cost of deposits and the beginning of the
recovery in lending.
Other revenues, including fee income, trading gains and other operating income, declined, affected by the We
want to be your Bank strategy and regulatory changes in the first case, lower income from wholesale banking in the second, and the reduced perimeter from alliances in the businesses of funds management and insurance in the third.
Operating expenses were 6.7% lower, the product of synergies attained in the merger process and optimization plans put into effect.
Loan-loss provisions, which continued to normalize, were 27.6% lower at EUR 1,745 million and were the main reason for the improvement in profit.
Attributable profit was EUR 1,121 million, up from EUR 466 million in 2013 (+140.5%).
The NPL ratio was 7.38% (-11 b.p.). Coverage was unchanged at 45%. Of note was the 92% fall in net entries of NPLs.
Strategy and objectives in 2015
|
|
|
Increase the customer base. Focus on customer linkage with more transactions and cross selling. |
|
|
|
Lift the market share in lending, with the emphasis on SMEs (Advance Plan). |
|
|
|
Continue to improve the cost of credit. |
|
|
|
Strategy of capturing and strengthening agri-food business. |
|
|
|
|
|
|
|
|
|
127 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Portugal
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
546 |
|
|
|
514 |
|
|
|
32 |
|
|
|
6.3 |
|
Net fees |
|
|
280 |
|
|
|
318 |
|
|
|
(38 |
) |
|
|
(11.8 |
) |
Gains (losses) on financial transactions |
|
|
88 |
|
|
|
51 |
|
|
|
37 |
|
|
|
72.9 |
|
Other operating income* |
|
|
42 |
|
|
|
34 |
|
|
|
8 |
|
|
|
23.8 |
|
Gross income |
|
|
956 |
|
|
|
916 |
|
|
|
40 |
|
|
|
4.3 |
|
Operating expenses |
|
|
(491 |
) |
|
|
(495 |
) |
|
|
4 |
|
|
|
(0.9 |
) |
General administrative expenses |
|
|
(419 |
) |
|
|
(417 |
) |
|
|
(3 |
) |
|
|
0.7 |
|
Personnel |
|
|
(297 |
) |
|
|
(299 |
) |
|
|
2 |
|
|
|
(0.5 |
) |
Other general administrative expenses |
|
|
(122 |
) |
|
|
(118 |
) |
|
|
(4 |
) |
|
|
3.6 |
|
Depreciation and amortisation |
|
|
(72 |
) |
|
|
(79 |
) |
|
|
7 |
|
|
|
(9.0 |
) |
Net operating income |
|
|
465 |
|
|
|
421 |
|
|
|
44 |
|
|
|
10.5 |
|
Net loan-loss provisions |
|
|
(124 |
) |
|
|
(192 |
) |
|
|
69 |
|
|
|
(35.7 |
) |
Other income |
|
|
(99 |
) |
|
|
(78 |
) |
|
|
(20 |
) |
|
|
26.2 |
|
Profit before taxes |
|
|
243 |
|
|
|
150 |
|
|
|
92 |
|
|
|
61.4 |
|
Tax on profit |
|
|
(57 |
) |
|
|
(44 |
) |
|
|
(14 |
) |
|
|
30.8 |
|
Profit from continuing operations |
|
|
185 |
|
|
|
106 |
|
|
|
79 |
|
|
|
74.1 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
185 |
|
|
|
106 |
|
|
|
79 |
|
|
|
74.1 |
|
Minority interests |
|
|
(4 |
) |
|
|
(8 |
) |
|
|
4 |
|
|
|
(52.4 |
) |
Attributable profit to the Group |
|
|
189 |
|
|
|
114 |
|
|
|
75 |
|
|
|
65.1 |
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
23,180 |
|
|
|
24,482 |
|
|
|
(1,302 |
) |
|
|
(5.3 |
) |
Trading portfolio (w/o loans) |
|
|
2,082 |
|
|
|
1,831 |
|
|
|
252 |
|
|
|
13.7 |
|
Available-for-sale financial assets |
|
|
7,011 |
|
|
|
4,724 |
|
|
|
2,288 |
|
|
|
48.4 |
|
Due from credit institutions** |
|
|
2,163 |
|
|
|
2,895 |
|
|
|
(732 |
) |
|
|
(25.3 |
) |
Intangible assets and property and equipment |
|
|
729 |
|
|
|
821 |
|
|
|
(92 |
) |
|
|
(11.2 |
) |
Other assets |
|
|
6,450 |
|
|
|
7,096 |
|
|
|
(646 |
) |
|
|
(9.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
41,616 |
|
|
|
41,848 |
|
|
|
(232 |
) |
|
|
(0.6 |
) |
Customer deposits** |
|
|
24,016 |
|
|
|
24,191 |
|
|
|
(174 |
) |
|
|
(0.7 |
) |
Marketable debt securities** |
|
|
2,855 |
|
|
|
2,329 |
|
|
|
526 |
|
|
|
22.6 |
|
Subordinated debt** |
|
|
0 |
|
|
|
0 |
|
|
|
(0 |
) |
|
|
(71.6 |
) |
Insurance liabilities |
|
|
27 |
|
|
|
75 |
|
|
|
(48 |
) |
|
|
(63.6 |
) |
Due to credit institutions** |
|
|
11,538 |
|
|
|
12,319 |
|
|
|
(781 |
) |
|
|
(6.3 |
) |
Other liabilities |
|
|
559 |
|
|
|
356 |
|
|
|
204 |
|
|
|
57.3 |
|
Shareholders equity*** |
|
|
2,620 |
|
|
|
2,579 |
|
|
|
41 |
|
|
|
1.6 |
|
Other managed and marketed customer funds |
|
|
2,501 |
|
|
|
2,041 |
|
|
|
460 |
|
|
|
22.5 |
|
Mutual and pension funds |
|
|
2,187 |
|
|
|
1,898 |
|
|
|
289 |
|
|
|
15.2 |
|
Managed portfolios |
|
|
314 |
|
|
|
142 |
|
|
|
172 |
|
|
|
120.7 |
|
Managed and marketed customer funds |
|
|
29,372 |
|
|
|
28,560 |
|
|
|
812 |
|
|
|
2.8 |
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
8.10 |
|
|
|
5.78 |
|
|
|
2.32 |
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
51.4 |
|
|
|
54.1 |
|
|
|
(2.7 |
) |
|
|
|
|
NPL ratio |
|
|
8.89 |
|
|
|
8.12 |
|
|
|
0.77 |
|
|
|
|
|
NPL coverage |
|
|
51.8 |
|
|
|
50.0 |
|
|
|
1.8 |
|
|
|
|
|
Number of employees |
|
|
5,410 |
|
|
|
5,608 |
|
|
|
(198 |
) |
|
|
(3.5 |
) |
Number of branches |
|
|
594 |
|
|
|
640 |
|
|
|
(46 |
) |
|
|
(7.2 |
) |
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
128 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Attributable profit of EUR 189 million, 65.1% more than in 2013 due to : |
|
|
|
Net interest income was 6.3% higher, due to lower funding costs. |
|
|
|
Operating expenses fell 0.9%. |
|
|
|
Loan-loss provisions declined 35.7%. |
|
|
|
The net loan-to-deposit ratio improved to 97%. |
Santander Totta is Portugals third largest bank
by assets and it focuses on retail banking. It has 594 branches, over three million customers and a market share of 10%.
Environment and strategy
Portugal recovered positive growth rates in 2014, ending its economic and financial adjustment programme and returning to the international capital
markets, taking advantage of the sharp fall in its risk premium. The total balance of loans, however, continued to decline, due to deleveraging, particularly in companies. Deposits remained stable throughout the year, contributing to an improvement
in the sectors liquidity position.
Santander Tottas strategy in 2014 remained focused on increasing the levels of profitability and on market
shares in various segments. At the same time, management of net interest income and control of non-performing loans continued to be critical objectives.
On the liabilities side, a strategy of reducing the cost of deposits and increasing their balances notably was
combined, having taken advantage of market opportunities and some flight to quality to grow.
On the assets side, and despite the environment of
deleveraging, Santander Totta put a lot of emphasis on the companies segment, which produced a gain of 72 b.p. in 12 months in the market share of new lending.
Capital ratios remained very solid, with the CET1 CRD IV/CRR ending the year at 15.1%, well above the minimum required.
In the first half of the year, with a more favourable market environment, the Bank returned to the international markets with two issues of covered bonds. The
first, at the end of March was for EUR 1,000 million at three years and the second, at the beginning of June, for EUR 750 million at five years. With these issues, for which there was large demand, the Bank reduced its exposure to the
European Central Bank.
Activity
Customer deposits
rose 4%, with sharp growth in demand deposits (+17%). Mutual funds increased 21%.
These rises, in a market that remained basically flat, produced a gain
of 73 b.p. in the market share in the aggregate of deposits and mutual funds.
Lending declined 5% in a context of deleveraging. Despite this, the gain in
market share was 46 b.p. during 2014, due to individuals and particularly to companies. Of note were the significant rises in new mortgage loans, in a market that was more dynamic (market share gain of 112 b.p. in twelve months), and in SMEs (+104
b.p.).
|
|
|
|
|
|
|
|
|
129 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
The net loan-to-deposit ratio improved to 97% from 101% in 2013.
Santander Totta ended the year with a NPL ratio of 8.89% (8.12% in 2013). Coverage was 52% (50% in 2013). In local criteria, the NPL and coverage ratios
remained significantly better than Portugals average, according to the latest available figures.
Results
Santander Totta recovered in 2014 the path of profit growth, as a result of the good performance of the main lines of the income statement. Of note was growth
in gross income in a still weak business environment.
Gross income rose 4.3% to EUR 956 million, due to the positive evolution of net interest
income and of trading gains, which offset the fall in net fee income.
Net interest income was EUR 546 million (+6.3%), thanks to lower funding
costs, particularly in deposits.
Net fee income was 11.8% lower at EUR 280 million, affected by the reduced business volume and regulatory changes.
Trading gains amounted to EUR 88 million, higher than in 2013 due to the greater capital gains in portfolio management.
Operating expenses (EUR 491 million) declined for the fifth straight year (-0.9%) due to maintaining the policy of optimising the commercial network adjusted
to the business environment.
The efficiency ratio improved by 2.7 p.p. in 2014 to 51.4%.
Loan-loss provisions fell 35.7% year-on-year to EUR 124 million, benefiting from lower NPL entries (-69%) during 2014.
Pre-tax profit was 61.4% higher at EUR 243 million and attributable profit rose 65.1% to EUR 189 million.
Strategy and objectives in 2015
|
|
|
Increase customer linkage with a greater effort in SMEs/companies. |
|
|
|
Boost market shares, mainly in companies, where we expect to change the trend of recent years and return to grow in volumes. |
|
|
|
Continue the normalisation process of the cost of deposits and the cost of credit. |
|
|
|
Maintain efficiency plans in order to reduce costs for the sixth consecutive year. |
|
|
|
Strengthen international business. |
|
|
|
|
|
130 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Poland
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
834 |
|
|
|
780 |
|
|
|
54 |
|
|
|
7.0 |
|
|
|
6.7 |
|
Net fees |
|
|
435 |
|
|
|
400 |
|
|
|
35 |
|
|
|
8.6 |
|
|
|
8.3 |
|
Gains (losses) on financial transactions |
|
|
79 |
|
|
|
119 |
|
|
|
(39 |
) |
|
|
(33.2 |
) |
|
|
(33.3 |
) |
Other operating income* |
|
|
28 |
|
|
|
19 |
|
|
|
9 |
|
|
|
46.2 |
|
|
|
45.8 |
|
Gross income |
|
|
1,376 |
|
|
|
1,317 |
|
|
|
58 |
|
|
|
4.4 |
|
|
|
4.1 |
|
Operating expenses |
|
|
(581 |
) |
|
|
(592 |
) |
|
|
11 |
|
|
|
(1.9 |
) |
|
|
(2.2 |
) |
General administrative expenses |
|
|
(532 |
) |
|
|
(539 |
) |
|
|
7 |
|
|
|
(1.2 |
) |
|
|
(1.5 |
) |
Personnel |
|
|
(309 |
) |
|
|
(312 |
) |
|
|
3 |
|
|
|
(0.9 |
) |
|
|
(1.2 |
) |
Other general administrative expenses |
|
|
(223 |
) |
|
|
(227 |
) |
|
|
4 |
|
|
|
(1.7 |
) |
|
|
(2.0 |
) |
Depreciation and amortisation |
|
|
(48 |
) |
|
|
(53 |
) |
|
|
5 |
|
|
|
(9.0 |
) |
|
|
(9.3 |
) |
Net operating income |
|
|
795 |
|
|
|
725 |
|
|
|
70 |
|
|
|
9.6 |
|
|
|
9.3 |
|
Net loan-loss provisions |
|
|
(186 |
) |
|
|
(167 |
) |
|
|
(18 |
) |
|
|
10.8 |
|
|
|
10.5 |
|
Other income |
|
|
11 |
|
|
|
(6 |
) |
|
|
16 |
|
|
|
|
|
|
|
|
|
Profit before taxes |
|
|
620 |
|
|
|
552 |
|
|
|
68 |
|
|
|
12.3 |
|
|
|
12.0 |
|
Tax on profit |
|
|
(135 |
) |
|
|
(107 |
) |
|
|
(28 |
) |
|
|
26.3 |
|
|
|
25.9 |
|
Profit from continuing operations |
|
|
485 |
|
|
|
445 |
|
|
|
40 |
|
|
|
9.0 |
|
|
|
8.7 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
485 |
|
|
|
445 |
|
|
|
40 |
|
|
|
9.0 |
|
|
|
8.7 |
|
Minority interests |
|
|
127 |
|
|
|
111 |
|
|
|
16 |
|
|
|
14.2 |
|
|
|
13.9 |
|
Attributable profit to the Group |
|
|
358 |
|
|
|
334 |
|
|
|
24 |
|
|
|
7.2 |
|
|
|
6.9 |
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
16,976 |
|
|
|
16,214 |
|
|
|
761 |
|
|
|
4.7 |
|
|
|
7.7 |
|
Trading portfolio (w/o loans) |
|
|
1,166 |
|
|
|
532 |
|
|
|
634 |
|
|
|
119.1 |
|
|
|
125.4 |
|
Available-for-sale financial assets |
|
|
5,816 |
|
|
|
5,325 |
|
|
|
491 |
|
|
|
9.2 |
|
|
|
12.3 |
|
Due from credit institutions** |
|
|
1,061 |
|
|
|
667 |
|
|
|
394 |
|
|
|
59.1 |
|
|
|
63.6 |
|
Intangible assets and property and equipment |
|
|
236 |
|
|
|
273 |
|
|
|
(37 |
) |
|
|
(13.5 |
) |
|
|
(11.1 |
) |
Other assets |
|
|
2,540 |
|
|
|
2,095 |
|
|
|
446 |
|
|
|
21.3 |
|
|
|
24.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
27,794 |
|
|
|
25,106 |
|
|
|
2,688 |
|
|
|
10.7 |
|
|
|
13.9 |
|
Customer deposits** |
|
|
20,144 |
|
|
|
18,503 |
|
|
|
1,641 |
|
|
|
8.9 |
|
|
|
12.0 |
|
Marketable debt securities** |
|
|
230 |
|
|
|
121 |
|
|
|
110 |
|
|
|
91.0 |
|
|
|
96.5 |
|
Subordinated debt** |
|
|
337 |
|
|
|
333 |
|
|
|
4 |
|
|
|
1.1 |
|
|
|
4.0 |
|
Insurance liabilities |
|
|
77 |
|
|
|
84 |
|
|
|
(6 |
) |
|
|
(7.4 |
) |
|
|
(4.7 |
) |
Due to credit institutions** |
|
|
1,261 |
|
|
|
1,206 |
|
|
|
55 |
|
|
|
4.6 |
|
|
|
7.6 |
|
Other liabilities |
|
|
3,876 |
|
|
|
2,984 |
|
|
|
891 |
|
|
|
29.9 |
|
|
|
33.6 |
|
Shareholders equity*** |
|
|
1,869 |
|
|
|
1,875 |
|
|
|
(7 |
) |
|
|
(0.4 |
) |
|
|
2.5 |
|
Other managed and marketed customer funds |
|
|
3,515 |
|
|
|
3,631 |
|
|
|
(117 |
) |
|
|
(3.2 |
) |
|
|
(0.4 |
) |
Mutual and pension funds |
|
|
3,430 |
|
|
|
3,525 |
|
|
|
(96 |
) |
|
|
(2.7 |
) |
|
|
0.1 |
|
Managed portfolios |
|
|
85 |
|
|
|
106 |
|
|
|
(21 |
) |
|
|
(19.8 |
) |
|
|
(17.5 |
) |
Managed and marketed customer funds |
|
|
24,226 |
|
|
|
22,588 |
|
|
|
1,638 |
|
|
|
7.3 |
|
|
|
10.3 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
16.16 |
|
|
|
15.85 |
|
|
|
0.31 |
|
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
42.2 |
|
|
|
45.0 |
|
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
NPL ratio |
|
|
7.42 |
|
|
|
7.84 |
|
|
|
(0.42 |
) |
|
|
|
|
|
|
|
|
NPL coverage |
|
|
60.3 |
|
|
|
61.8 |
|
|
|
(1.5 |
) |
|
|
|
|
|
|
|
|
Number of employees |
|
|
11,971 |
|
|
|
12,363 |
|
|
|
(392 |
) |
|
|
(3.2 |
) |
|
|
|
|
Number of branches |
|
|
788 |
|
|
|
830 |
|
|
|
(42 |
) |
|
|
(5.1 |
) |
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
|
|
|
|
131 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Poland (changes in local currency) |
|
|
|
Pre-tax profit of EUR 358 million, 6.9% more than in 2013: |
|
|
|
Strong rise in commercial revenues (+7.2%) and good management of costs (-2.2%). |
|
|
|
Pre-tax profit of EUR 620 million (+12.0%). Attributable profit affected by higher taxes and minority interests. |
|
|
|
Integration with Kredyt Bank completed, improving productivity and business |
|
|
|
Growth in lending and deposits, maintaining a solid funding structure. |
|
|
|
The strategic Next Generation Bank programme continues, with the main goal of converting us into the Bank of first choice for customers. |
Santander is the third largest bank in Poland in terms of loans and deposits (market shares of 8.9% and 9.5%, respectively, including the business of
Santander Consumer Finance in the country). Excluding it, the market shares are 7.5% in loans and 8.3% in deposits. The Bank has 788 branches and 115 agencies.
Environment and strategy
The Polish economy grew above
3% in 2014, partly benefiting from lower interest rates and a stable zloty against the euro. This environment encouraged faster growth in lending (+7%) coupled with an increased corporate over consumer credit. Deposits (+8%) accompanied
this evolution in an interest rate environment that increased the attractiveness of mutual funds.
The merger of BZ WBK and Kredyt Bank was completed in the second half of the year. This process was carried out
with very effective management of costs, due to the efficiency measures adopted and execution of the integration plan of the former Kredyt Bank. The successful integration is also reflected in productivity improvement.
The Groups business model in Poland continues to be based on retail banking and with a notable presence in asset management, intermediation of
securities, factoring and leasing.
The Global Banking and Markets (GBM) market presence developed during 2014, through the continued offer of banking
services to BZ WBK large customers and the Groups global customers. By the end of 2014 GBM had almost 150 companies, of which 36 were large Polish groups. Deposits in this segment increased 44% and loans 34%.
Santander continued to be the leader in cards, mobile banking and Internet, marketing different products and initiatives. In mobile banking and Internet, the
BZWBK 24 channel assumed importance and sales via it rose 52%. As of November, cash loans and the possibility of overdrafts in current accounts began to be included in this channel.
As regards cards, and despite the greater regulation of this market (recent reduction in the interchange fees), the Bank continued to perform well. In 2014,
680,000 debit cards were issued (+19%) and 57,000 credit cards (+9%). The total balances of credit cards increased 11% and turnover 14%.
All of this
underscores a significant revenue potential in the coming years. The Bank also continued the Next Generation Bank programme to develop at all levels. The board, all businesses and product segments are involved in this programme, which is very
focused on customer satisfaction. Its main goal is to streamline processes and products as part of our strategy.
|
|
|
|
|
132 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Activity
Net loans at the end of 2014 amounted to EUR 16,976 million and customer deposits EUR 20,144 million. The solid funding structure was underscored by a net
loan-to-deposit ratio of 84% (88% in 2013). Gross lending grew 7% and customer funds 10%.
In retail banking area 2014 was a very good year as regards
increasing volumes and performance. Deposits grew strongly thanks to the success of the campaigns conducted in the second half of the year. In lending, the year was a record one for sales, with growth of 27% in mortgages, 20% in SMEs and 7% in cash
loans.
In the corporate banking area, various campaigns were launched to provide loans and alternative ways of financing business development.
Of note was the leasing and factoring areas. The factoring portfolio increased 36% and sales 33%, putting us in third place in the market with a 13% share.
The gross leasing portfolio rose 18%, with new sales portfolio volume up 35% (SMEs: +32%; rest of companies: +53%).
Results
Attributable profit was 6.9% higher than in 2013 at EUR 358 million, spurred by commercial revenues and good management of costs. Net operating income
increased 9.3%.
Net interest income rose 6.7% underscored by higher volumes and good management of spreads in a low interest rates environment. Net fee
income rose 8.3%, with notable growth in that from higher credit fees (commercial credit) and higher insurance fees. Trading gains fell 33.3% (-EUR 40 million), due the high gains in 2013 in an environment of low interest rates.
Operating expenses declined 2.2%, reflecting the synergies of the integration. With this evolution of revenues
and costs, the efficiency ratio improved by 2.7 percentage points to 42.2%.
Net loan-loss provisions grew 10.5%, with an improvement in credit quality.
The NPL ratio at the end of 2014 was 7.42%, down from 7.84% in 2013.
Attributable profit was dented by the 25.9% rise in taxes and the 13.9% increase in
minority interests. Pre-tax profit was EUR 620 million (+12.0%).
In short, our unit continued to generate better quality results than its peers,
strengthened by the success of the commercial strategy and higher productivity.
Strategy and objectives in 2015
|
|
|
Be the Bank of first choice for customers and employees, focused on attaining greater satisfaction for both of them. |
|
|
|
Boost market share in companies. |
|
|
|
Continue to be the leader in cards, mobile banking and Internet. |
|
|
|
Improve efficiency, productivity and profitability, maintaining a solid structure of liquidity and capital.
|
|
|
|
|
|
|
|
|
|
133 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Santander Consumer Finance
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
2,459 |
|
|
|
2,333 |
|
|
|
126 |
|
|
|
5.4 |
|
Net fees |
|
|
836 |
|
|
|
787 |
|
|
|
49 |
|
|
|
6.2 |
|
Gains (losses) on financial transactions |
|
|
3 |
|
|
|
(7 |
) |
|
|
10 |
|
|
|
|
|
Other operating income* |
|
|
12 |
|
|
|
(2 |
) |
|
|
14 |
|
|
|
|
|
Gross income |
|
|
3,309 |
|
|
|
3,111 |
|
|
|
198 |
|
|
|
6.4 |
|
Operating expenses |
|
|
(1,452 |
) |
|
|
(1,391 |
) |
|
|
(61 |
) |
|
|
4.4 |
|
General administrative expenses |
|
|
(1,237 |
) |
|
|
(1,172 |
) |
|
|
(65 |
) |
|
|
5.5 |
|
Personnel |
|
|
(664 |
) |
|
|
(646 |
) |
|
|
(19 |
) |
|
|
2.9 |
|
Other general administrative expenses |
|
|
(572 |
) |
|
|
(526 |
) |
|
|
(46 |
) |
|
|
8.8 |
|
Depreciation and amortisation |
|
|
(215 |
) |
|
|
(219 |
) |
|
|
4 |
|
|
|
(1.8 |
) |
Net operating income |
|
|
1,857 |
|
|
|
1,720 |
|
|
|
137 |
|
|
|
8.0 |
|
Net loan-loss provisions |
|
|
(544 |
) |
|
|
(565 |
) |
|
|
21 |
|
|
|
(3.7 |
) |
Other income |
|
|
(37 |
) |
|
|
(70 |
) |
|
|
33 |
|
|
|
(47.2 |
) |
Profit before taxes |
|
|
1,277 |
|
|
|
1,085 |
|
|
|
191 |
|
|
|
17.6 |
|
Tax on profit |
|
|
(320 |
) |
|
|
(255 |
) |
|
|
(65 |
) |
|
|
25.6 |
|
Profit from continuing operations |
|
|
956 |
|
|
|
830 |
|
|
|
126 |
|
|
|
15.2 |
|
Net profit from discontinued operations |
|
|
(26 |
) |
|
|
(6 |
) |
|
|
(20 |
) |
|
|
345.2 |
|
Consolidated profit |
|
|
930 |
|
|
|
824 |
|
|
|
106 |
|
|
|
12.8 |
|
Minority interests |
|
|
39 |
|
|
|
31 |
|
|
|
8 |
|
|
|
27.1 |
|
Attributable profit to the Group |
|
|
891 |
|
|
|
794 |
|
|
|
97 |
|
|
|
12.3 |
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
60,448 |
|
|
|
56,024 |
|
|
|
4,424 |
|
|
|
7.9 |
|
Trading portfolio (w/o loans) |
|
|
87 |
|
|
|
864 |
|
|
|
(776 |
) |
|
|
(89.9 |
) |
Available-for-sale financial assets |
|
|
988 |
|
|
|
705 |
|
|
|
283 |
|
|
|
40.1 |
|
Due from credit institutions** |
|
|
5,476 |
|
|
|
8,158 |
|
|
|
(2,682 |
) |
|
|
(32.9 |
) |
Intangible assets and property and equipment |
|
|
786 |
|
|
|
934 |
|
|
|
(148 |
) |
|
|
(15.8 |
) |
Other assets |
|
|
3,734 |
|
|
|
3,723 |
|
|
|
10 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
71,520 |
|
|
|
70,409 |
|
|
|
1,111 |
|
|
|
1.6 |
|
Customer deposits** |
|
|
30,847 |
|
|
|
30,878 |
|
|
|
(30 |
) |
|
|
(0.1 |
) |
Marketable debt securities** |
|
|
15,646 |
|
|
|
10,377 |
|
|
|
5,268 |
|
|
|
50.8 |
|
Subordinated debt** |
|
|
66 |
|
|
|
64 |
|
|
|
2 |
|
|
|
3.3 |
|
Insurance liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to credit institutions** |
|
|
13,333 |
|
|
|
18,060 |
|
|
|
(4,727 |
) |
|
|
(26.2 |
) |
Other liabilities |
|
|
4,091 |
|
|
|
3,901 |
|
|
|
189 |
|
|
|
4.9 |
|
Shareholders equity*** |
|
|
7,537 |
|
|
|
7,128 |
|
|
|
408 |
|
|
|
5.7 |
|
Other managed and marketed customer funds |
|
|
7 |
|
|
|
6 |
|
|
|
1 |
|
|
|
9.8 |
|
Mutual and pension funds |
|
|
7 |
|
|
|
6 |
|
|
|
1 |
|
|
|
9.8 |
|
Managed portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Managed and marketed customer funds |
|
|
46,566 |
|
|
|
41,326 |
|
|
|
5,241 |
|
|
|
12.7 |
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
10.89 |
|
|
|
9.95 |
|
|
|
0.94 |
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
43.9 |
|
|
|
44.7 |
|
|
|
(0.8 |
) |
|
|
|
|
NPL ratio |
|
|
4.82 |
|
|
|
4.01 |
|
|
|
0.81 |
|
|
|
|
|
NPL coverage |
|
|
100.1 |
|
|
|
105.3 |
|
|
|
(5.2 |
) |
|
|
|
|
Number of employees |
|
|
13,046 |
|
|
|
11,695 |
|
|
|
1,351 |
|
|
|
11.6 |
|
Number of branches |
|
|
579 |
|
|
|
613 |
|
|
|
(34 |
) |
|
|
(5.5 |
) |
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
134 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Santander Consumer Finance |
|
|
|
Attributable profit of EUR 891 million, 12.3% more than in 2013, due to: |
|
|
|
Higher gross income (+6.4%), fuelled by net interest income and fee income (+5.6% overall). |
|
|
|
Lower operating expenses at constant perimeter (-0.5%). |
|
|
|
Reduced loan-loss provisions (-3.7%). |
|
|
|
Rises in profitable market share. |
|
|
|
High credit quality for the standards of the business: NPL ratio of 4.82% and coverage ratio of 100%, impacted by the entry of GE Nordics (3.86% and 106% excluding it). |
|
|
|
Agreements strengthened the future growth potential. |
Environment and strategy
Santander Consumer Finances (SCF) units in Continental Europe conducted their business in an environment of moderate recovery in consumption (+1%
year-on-year in the third quarter in the euro zone) and of car sales (+5% in the footprint), as well as tougher competition.
In this environment, SCF
continued to gain market share, backed by a business model that has been strengthened in the last few years. The models pillars are high geographic diversification with critical mass in key products, better efficiency than its peers and a
common system of risk control and recoveries, which enables SCF to maintain high credit quality.
Management focused in 2014 on:
|
|
|
Promoting new loans and cross selling tailored to each market and supported by brand agreements and penetration of the used car market. |
|
|
|
Exploiting its competitive advantages in the European consumer finance market. |
Several agreements reached
and/or materialized in the year bolstered SCFs position:
|
|
|
In Spain, we are the leaders in consumer credit since the beginning of the year. |
|
|
|
In the Nordic countries in the fourth quarter, after acquiring GEs business, we became the leaders in auto finance, direct credit and cards. |
|
|
|
As of 2015 and in several European countries (including France and Switzerland where SCF does not currently operate), implementation of the agreement with Banque PSA Finance will strengthen SCFs leadership in auto
finance. |
Activity
Gross lending
increased 9% to EUR 63,509 million. Significant growth in the Nordic countries and Spain, favoured by the incorporations, as well as in Poland. Germany virtually unchanged and reduced business in Portugal and Italy.
New lending in 2014 amounted to EUR 25,073 million (+14%). Growth was strongly backed by direct credit and cards (+37% overall) and by new auto finance
(+8%, higher than that of car registrations). All units grew in local currency terms, particularly
|
|
|
|
|
|
|
|
|
135 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Poland (+21%), the euro zone periphery countries (double digit growth), Nordic countries (+12%) and Germany
(+3%).
Of note on the funding side were stable customer deposits (around EUR 30,800 million), something that distinguishes us from our competitors.
As for wholesale funds capturing in markets, senior issues and securitisations in 2014 totalled EUR 6,750 million (EUR 6,200 million in 2013).
Deposits plus medium and long-term issues and securitisations covered 73% of net lending in 2014.
Results
Attributable profit was EUR 891 million,
12.3% more than in 2013 and slightly benefiting from the new incorporations.
Management of spreads on loans and the lower cost of funds absorbed the fall
in interest rates, pushing up net interest income by 5.4%. Net fee income grew 6.2% and gross income was 6.4% higher at EUR 3,309 million.
Operating
expenses grew 4.4%. Almost all of this growth was due to the new units in Spain and the Nordic countries (at constant perimeter costs dropped 0.5%).
The
efficiency ratio improved by 0.8 p.p. to 43.9%.
Loan-loss provisions were 3.7% lower, which brought the cost of credit down to minimum levels of below 1%,
a high level of credit quality for the standards of the business. The NPL ratio was 4.82%
and the coverage ratio 100%. Both ratios have been impacted by the incorporation of GEs business in the
Nordic countries as, excluding them, the NPL ratio was 3.86% and coverage 106%.
Net operating income after provisions increased 13.7%, with rises in all
the big units.
Of note was growth in Poland (+11.7%, due to higher gross income and lower operating expenses), the Nordic countries (+24.1%, because of
the sharp rise in gross income favoured by the perimeter) and recovery in the euro zone periphery countries (good performance of gross income, costs and provisions). Germany grew 8.9%, with a favourable performance of gross income, particularly fee
income, and lower costs and provisions.
Lastly, the UK (included in Santander UK for accounting purposes) generated an attributable profit of EUR
113 million (+6.2% excluding the forex impact).
Strategy and objectives in 2015
|
|
|
Focus on the integration of new joint operations with PSA and the business acquired from GE Nordics. |
|
|
|
Spur new lending with defence of spreads, tailored to the moment of each market and supported by brand agreements and penetration of the used car market. |
|
|
|
Boost cross selling via IT tools, as well as online lending. |
|
|
|
|
|
136 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
United Kingdom
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
4,234 |
|
|
|
3,451 |
|
|
|
784 |
|
|
|
22.7 |
|
|
|
16.5 |
|
Net fees |
|
|
1,028 |
|
|
|
992 |
|
|
|
36 |
|
|
|
3.6 |
|
|
|
(1.7 |
) |
Gains (losses) on financial transactions |
|
|
241 |
|
|
|
403 |
|
|
|
(162 |
) |
|
|
(40.1 |
) |
|
|
(43.2 |
) |
Other operating income* |
|
|
37 |
|
|
|
36 |
|
|
|
2 |
|
|
|
5.6 |
|
|
|
0.2 |
|
Gross income |
|
|
5,541 |
|
|
|
4,881 |
|
|
|
660 |
|
|
|
13.5 |
|
|
|
7.7 |
|
Operating expenses |
|
|
(2,890 |
) |
|
|
(2,605 |
) |
|
|
(285 |
) |
|
|
10.9 |
|
|
|
5.3 |
|
General administrative expenses |
|
|
(2,458 |
) |
|
|
(2,181 |
) |
|
|
(277 |
) |
|
|
12.7 |
|
|
|
7.0 |
|
Personnel |
|
|
(1,613 |
) |
|
|
(1,401 |
) |
|
|
(212 |
) |
|
|
15.1 |
|
|
|
9.2 |
|
Other general administrative expenses |
|
|
(845 |
) |
|
|
(780 |
) |
|
|
(65 |
) |
|
|
8.4 |
|
|
|
2.8 |
|
Depreciation and amortisation |
|
|
(432 |
) |
|
|
(424 |
) |
|
|
(8 |
) |
|
|
1.8 |
|
|
|
(3.4 |
) |
Net operating income |
|
|
2,651 |
|
|
|
2,276 |
|
|
|
375 |
|
|
|
16.5 |
|
|
|
10.6 |
|
Net loan-loss provisions |
|
|
(332 |
) |
|
|
(580 |
) |
|
|
248 |
|
|
|
(42.8 |
) |
|
|
(45.7 |
) |
Other income |
|
|
(318 |
) |
|
|
(236 |
) |
|
|
(82 |
) |
|
|
34.9 |
|
|
|
28.0 |
|
Profit before taxes |
|
|
2,001 |
|
|
|
1,460 |
|
|
|
541 |
|
|
|
37.1 |
|
|
|
30.1 |
|
Tax on profit |
|
|
(425 |
) |
|
|
(301 |
) |
|
|
(123 |
) |
|
|
40.9 |
|
|
|
33.8 |
|
Profit from continuing operations |
|
|
1,576 |
|
|
|
1,159 |
|
|
|
418 |
|
|
|
36.0 |
|
|
|
29.1 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
(9 |
) |
|
|
9 |
|
|
|
(100.0 |
) |
|
|
(100.0 |
) |
Consolidated profit |
|
|
1,576 |
|
|
|
1,149 |
|
|
|
427 |
|
|
|
37.1 |
|
|
|
30.2 |
|
Minority interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable profit to the Group |
|
|
1,576 |
|
|
|
1,149 |
|
|
|
427 |
|
|
|
37.1 |
|
|
|
30.2 |
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
251,191 |
|
|
|
231,046 |
|
|
|
20,145 |
|
|
|
8.7 |
|
|
|
1.6 |
|
Trading portfolio (w/o loans) |
|
|
39,360 |
|
|
|
28,831 |
|
|
|
10,528 |
|
|
|
36.5 |
|
|
|
27.5 |
|
Available-for-sale financial assets |
|
|
11,197 |
|
|
|
6,003 |
|
|
|
5,193 |
|
|
|
86.5 |
|
|
|
74.2 |
|
Due from credit institutions** |
|
|
14,093 |
|
|
|
17,136 |
|
|
|
(3,043 |
) |
|
|
(17.8 |
) |
|
|
(23.2 |
) |
Intangible assets and property and equipment |
|
|
2,700 |
|
|
|
2,498 |
|
|
|
202 |
|
|
|
8.1 |
|
|
|
1.0 |
|
Other assets |
|
|
35,695 |
|
|
|
38,229 |
|
|
|
(2,534 |
) |
|
|
(6.6 |
) |
|
|
(12.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
354,235 |
|
|
|
323,743 |
|
|
|
30,492 |
|
|
|
9.4 |
|
|
|
2.2 |
|
Customer deposits** |
|
|
202,328 |
|
|
|
187,467 |
|
|
|
14,862 |
|
|
|
7.9 |
|
|
|
0.8 |
|
Marketable debt securities** |
|
|
69,581 |
|
|
|
64,092 |
|
|
|
5,489 |
|
|
|
8.6 |
|
|
|
1.4 |
|
Subordinated debt** |
|
|
5,376 |
|
|
|
5,805 |
|
|
|
(429 |
) |
|
|
(7.4 |
) |
|
|
(13.5 |
) |
Insurance liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to credit institutions** |
|
|
26,700 |
|
|
|
26,882 |
|
|
|
(182 |
) |
|
|
(0.7 |
) |
|
|
(7.2 |
) |
Other liabilities |
|
|
35,833 |
|
|
|
26,855 |
|
|
|
8,978 |
|
|
|
33.4 |
|
|
|
24.7 |
|
Shareholders equity*** |
|
|
14,415 |
|
|
|
12,642 |
|
|
|
1,774 |
|
|
|
14.0 |
|
|
|
6.5 |
|
Other managed and marketed customer funds |
|
|
9,667 |
|
|
|
9,645 |
|
|
|
21 |
|
|
|
0.2 |
|
|
|
(6.4 |
) |
Mutual and pension funds |
|
|
9,524 |
|
|
|
9,645 |
|
|
|
(122 |
) |
|
|
(1.3 |
) |
|
|
(7.8 |
) |
Managed portfolios |
|
|
143 |
|
|
|
|
|
|
|
143 |
|
|
|
|
|
|
|
|
|
Managed and marketed customer funds |
|
|
286,953 |
|
|
|
267,010 |
|
|
|
19,943 |
|
|
|
7.5 |
|
|
|
0.4 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
11.21 |
|
|
|
8.87 |
|
|
|
2.34 |
|
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
52.2 |
|
|
|
53.4 |
|
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
NPL ratio |
|
|
1.79 |
|
|
|
1.98 |
|
|
|
(0.19 |
) |
|
|
|
|
|
|
|
|
NPL coverage |
|
|
41.9 |
|
|
|
41.6 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
Number of employees |
|
|
25,599 |
|
|
|
25,421 |
|
|
|
178 |
|
|
|
0.7 |
|
|
|
|
|
Number of branches |
|
|
929 |
|
|
|
1,011 |
|
|
|
(82 |
) |
|
|
(8.1 |
) |
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
|
|
|
|
137 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
United Kingdom (changes in sterling) |
|
|
|
Attributable profit of £1,270 million, up 30.2% from 2013: |
|
|
|
Net interest income growth of 16.5%, increasing for the eighth consecutive quarter. |
|
|
|
Cost efficiency absorbing more investment in businesses. |
|
|
|
Loan-loss provisions down 45.7%, supported by better credit quality in all portfolios and benign credit conditions. |
|
|
|
The 1/2/3 World customer numbers continued to grow, now 3.6 million, with a better business profile, stronger relationships and increasing levels of activity. |
|
|
|
Strong growth in corporate loans (+8%) and deposits (+7%), backed by the development of ancillary services and the greater distribution capacity. |
Environment and strategy
In 2014 the pace of economic
growth in the United Kingdom registered a strong pick up, and with sterling appreciating against the euro in an environment of low interest rates and high quantitative stimulus measures. Lending to the private sector registered limited growth (+2%),
with loans to households increasing, underpinned by the rise in mortgage balances backed by higher house prices. On the other hand, loans to corporates continuing to decline. Deposits increased by around 5%.
Santander UKs strategy is built around three priorities: loyal and satisfied retail customers; Bank of Choice for UK companies; and consistent
profitability and a strong balance sheet.
Santander UK continues to support its customers against a backdrop of a strengthening UK economy. In Retail
Banking this is led by the 1|2|3 World products, which is deepening customer relationships, realising greater transactionality and increased loyalty. This offering remains one of the most successful in the UK market and has contributed to a
47% increase in current account balances over the past twelve months. We are developing more
targeted products and services for our key customer segments, such as our new Select segment for more
affluent customers.
We continue to invest in branch refurbishments and digital technology. This year we have delivered a number of improvements in all of
our digital platforms including our online and mobile banking services as well as introducing more digital technology into our branches. All of this is driving customer satisfaction and we are the most improved bank for retail customer satisfaction
since December 2012, with the gap to the highest performing peers largely closed.
Santander UK is continuing to develop a more diversified business, with
the growth of its corporate banking capability expanding its presence in this market whilst also widening its range of activities and the services offered to UK companies. Support for UK businesses continued with increased lending to corporates,
rising 8% in the last 12 months meanwhile the market dropped. In addition, a strong positive evolution in customer deposits, which increased 7% and with a rise of 33% in account openings.
Balance sheet strength continues to underpin this strategy; capital and liquidity ratios are all robust, with Santander UK maintaining a leading capital
position among the main UK banks. Santander UK exceeded the PRAs 2014 UK variant stress test threshold requirement of 4.5% with a stressed CET 1 capital ratio of 7.9% after PRA allowed management actions, demonstrating balance sheet strength
and its resilience to a potential UK economic downturn.
At the end of December 2014, the CRD IV end point Common Equity Tier 1 capital ratio stood at
11.9% and leverage ratio was 3.8%.
Activity
Santander UK is focused on the United Kingdom, with only 3% of assets being non-UK. Around 79% of customer loans are prime mortgages for homes in the UK. The
portfolio of mortgages is of high quality, with no exposure to self-certified or subprime mortgages whilst buy to let mortgages are around 2% of customer loans. The loan to deposit ratio was 124%, one percentage point higher than in December 2013.
|
|
|
|
|
138 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
In local criteria, customer loans amounted to £190,700 million, 2% higher than in 2013. This was
largely due to a 1% increase in mortgage loans and growth in corporate loans of 8%.
Gross mortgage lending amounted to £26,260 million, 43%
more than in 2013, including £5,600 million to first time buyers and £1,200 million of Help to Buy. Net mortgage lending came to £2,000 million in 2014, as Santander UK resumed the growth of this business.
This positive growth is expected to continue into 2015.
Both lending to corporates and, particularly, that to SMEs increased 8%.
At the end of 2014, there were 3.6 million customers in 1|2|3 World, an increase of 1.2 million customers in a year. The 1|2|3 Current
Account attracts more loyal customers, with 93% of these customers having their primary bank account with Santander UK. Current account balances grew to £41,100 million, up 47% on 2013, or £1bn per month.
Customer deposits of £152,400 million increased 4% over 2013. In Retail Banking the managed reduction of more rate sensitive and short term deposits
continued (mainly through maturities of higher rate eSaver savings products), and their replacement by deposits that offer better relationship opportunities and lower cost term ISA products.
Results
Attributable profit of
£1,270 million, 30.2% more than in 2013.
This growth was largely due to net interest income, which increased 16.5%, with management focused on
reducing the cost of retail liabilities following the strategy already mentioned. Gross revenues were 7.7% higher than in 2013, absorbing lower fee income and reduced gains on financial transactions.
Operating expenses increased by 5.3% in a year, with further investment in Retail Banking and Commercial Banking, partially offset by the efficiency plans we
have in place. These investment
programmes continued to support the transformation of the business and provide the underpinning for future
efficiency improvements. The efficiency ratio was 52.2% (1.2 p.p. better than in 2013).
Loan-loss provisions fell 45.7%, with good credit quality across
the product range and supported by an improving economic environment. The NPL ratio of 1.79% at the end of 2014 was lower than in 2013 (1.98%). We maintained our conservative lending criteria, with an average LTV of 65% on new lending, including
Help to Buy, and 47% on the stock of mortgages. The Commercial Banking NPL ratio decreased to 3.01%, (3.02% at end 2013), as we continued to adhere to prudent lending criteria.
In short, the results demonstrated a further momentum in performance and continued progress evident through the year, particularly in net interest income.
Banking NIM improved to 1.85% in the last quarter of 2014 from 1.71% in the last quarter of 2013.
Strategy and objectives in 2015
The strategy exhibited in 2014 will be maintained:
|
|
|
On the assets side, growth in commercial lending and mortgages. |
|
|
|
On the liabilities side, increasing the number of customers who have their primary account with Santander UK. |
|
|
|
Improve the efficiency ratio, with management of jaws to keep revenue growth higher than cost growth. |
|
|
|
Maintain good credit quality across all portfolios. |
|
|
|
Maintaining a strong capital base and prudent liquidity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Latin America
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
13,879 |
|
|
|
14,913 |
|
|
|
(1,034 |
) |
|
|
(6.9 |
) |
|
|
2.9 |
|
Net fees |
|
|
4,565 |
|
|
|
4,660 |
|
|
|
(95 |
) |
|
|
(2.0 |
) |
|
|
9.1 |
|
Gains (losses) on financial transactions |
|
|
538 |
|
|
|
1,037 |
|
|
|
(499 |
) |
|
|
(48.1 |
) |
|
|
(41.3 |
) |
Other operating income* |
|
|
83 |
|
|
|
51 |
|
|
|
32 |
|
|
|
64.0 |
|
|
|
86.7 |
|
Gross income |
|
|
19,065 |
|
|
|
20,661 |
|
|
|
(1,596 |
) |
|
|
(7.7 |
) |
|
|
2.3 |
|
Operating expenses |
|
|
(8,017 |
) |
|
|
(8,475 |
) |
|
|
459 |
|
|
|
(5.4 |
) |
|
|
5.0 |
|
General administrative expenses |
|
|
(7,226 |
) |
|
|
(7,580 |
) |
|
|
354 |
|
|
|
(4.7 |
) |
|
|
5.9 |
|
Personnel |
|
|
(4,012 |
) |
|
|
(4,207 |
) |
|
|
196 |
|
|
|
(4.7 |
) |
|
|
5.9 |
|
Other general administrative expenses |
|
|
(3,214 |
) |
|
|
(3,372 |
) |
|
|
158 |
|
|
|
(4.7 |
) |
|
|
5.8 |
|
Depreciation and amortisation |
|
|
(790 |
) |
|
|
(895 |
) |
|
|
105 |
|
|
|
(11.7 |
) |
|
|
(2.0 |
) |
Net operating income |
|
|
11,049 |
|
|
|
12,186 |
|
|
|
(1,137 |
) |
|
|
(9.3 |
) |
|
|
0.4 |
|
Net loan-loss provisions |
|
|
(5,119 |
) |
|
|
(6,435 |
) |
|
|
1,316 |
|
|
|
(20.5 |
) |
|
|
(12.7 |
) |
Other income |
|
|
(839 |
) |
|
|
(543 |
) |
|
|
(295 |
) |
|
|
54.4 |
|
|
|
73.3 |
|
Profit before taxes |
|
|
5,091 |
|
|
|
5,207 |
|
|
|
(116 |
) |
|
|
(2.2 |
) |
|
|
9.4 |
|
Tax on profit |
|
|
(1,151 |
) |
|
|
(1,165 |
) |
|
|
14 |
|
|
|
(1.2 |
) |
|
|
12.7 |
|
Profit from continuing operations |
|
|
3,940 |
|
|
|
4,042 |
|
|
|
(102 |
) |
|
|
(2.5 |
) |
|
|
8.5 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
0 |
|
|
|
(0 |
) |
|
|
(100.0 |
) |
|
|
(100.0 |
) |
Consolidated profit |
|
|
3,940 |
|
|
|
4,042 |
|
|
|
(102 |
) |
|
|
(2.5 |
) |
|
|
8.5 |
|
Minority interests |
|
|
790 |
|
|
|
861 |
|
|
|
(71 |
) |
|
|
(8.3 |
) |
|
|
0.3 |
|
Attributable profit to the Group |
|
|
3,150 |
|
|
|
3,181 |
|
|
|
(31 |
) |
|
|
(1.0 |
) |
|
|
10.8 |
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
144,714 |
|
|
|
128,684 |
|
|
|
16,030 |
|
|
|
12.5 |
|
|
|
12.1 |
|
Trading portfolio (w/o loans) |
|
|
35,886 |
|
|
|
23,097 |
|
|
|
12,788 |
|
|
|
55.4 |
|
|
|
51.9 |
|
Available-for-sale financial assets |
|
|
31,216 |
|
|
|
20,822 |
|
|
|
10,394 |
|
|
|
49.9 |
|
|
|
49.0 |
|
Due from credit institutions** |
|
|
23,899 |
|
|
|
28,073 |
|
|
|
(4,174 |
) |
|
|
(14.9 |
) |
|
|
(16.2 |
) |
Intangible assets and property and equipment |
|
|
3,967 |
|
|
|
3,895 |
|
|
|
72 |
|
|
|
1.9 |
|
|
|
1.9 |
|
Other assets |
|
|
42,505 |
|
|
|
40,354 |
|
|
|
2,151 |
|
|
|
5.3 |
|
|
|
4.0 |
|
Total assets/liabilities & shareholders equity |
|
|
282,187 |
|
|
|
244,925 |
|
|
|
37,262 |
|
|
|
15.2 |
|
|
|
14.3 |
|
Customer deposits** |
|
|
137,726 |
|
|
|
122,176 |
|
|
|
15,551 |
|
|
|
12.7 |
|
|
|
12.1 |
|
Marketable debt securities** |
|
|
31,920 |
|
|
|
28,987 |
|
|
|
2,933 |
|
|
|
10.1 |
|
|
|
9.6 |
|
Subordinated debt** |
|
|
6,467 |
|
|
|
4,833 |
|
|
|
1,635 |
|
|
|
33.8 |
|
|
|
33.1 |
|
Insurance liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to credit institutions** |
|
|
35,263 |
|
|
|
24,489 |
|
|
|
10,773 |
|
|
|
44.0 |
|
|
|
42.4 |
|
Other liabilities |
|
|
48,053 |
|
|
|
44,999 |
|
|
|
3,054 |
|
|
|
6.8 |
|
|
|
5.4 |
|
Shareholders equity*** |
|
|
22,758 |
|
|
|
19,442 |
|
|
|
3,316 |
|
|
|
17.1 |
|
|
|
15.4 |
|
Other managed and marketed customer funds |
|
|
79,294 |
|
|
|
65,599 |
|
|
|
13,695 |
|
|
|
20.9 |
|
|
|
18.5 |
|
Mutual and pension funds |
|
|
66,657 |
|
|
|
55,835 |
|
|
|
10,821 |
|
|
|
19.4 |
|
|
|
18.1 |
|
Managed portfolios |
|
|
12,637 |
|
|
|
9,764 |
|
|
|
2,874 |
|
|
|
29.4 |
|
|
|
20.3 |
|
Managed and marketed customer funds |
|
|
255,407 |
|
|
|
221,595 |
|
|
|
33,813 |
|
|
|
15.3 |
|
|
|
14.1 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
14.04 |
|
|
|
13.76 |
|
|
|
0.29 |
|
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
42.0 |
|
|
|
41.0 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
NPL ratio |
|
|
4.65 |
|
|
|
5.00 |
|
|
|
(0.35 |
) |
|
|
|
|
|
|
|
|
NPL coverage |
|
|
84.7 |
|
|
|
85.4 |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
Number of employees |
|
|
85,009 |
|
|
|
85,320 |
|
|
|
(311 |
) |
|
|
(0.4 |
) |
|
|
|
|
Number of branches |
|
|
5,729 |
|
|
|
5,789 |
|
|
|
(60 |
) |
|
|
(1.0 |
) |
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
140 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Latin America (all changes in constant currency) |
|
|
|
Attributable profit of EUR 3,150 million, 10.8% higher than in 2013: |
|
|
|
Gross income rose 2.3%, due to net interest income and fee income. |
|
|
|
Operating expenses increased (+5.0%) because of investments in commercial development, mainly in Mexico, Chile and Argentina and inflationary pressures. |
|
|
|
Loan-loss provisions declined 12.7%, mainly due to the improvement in Brazil. |
|
|
|
Lending increased 12% and deposits 11%. |
Grupo Santander has the regions largest
international franchise. It has 5,729 branches and points of attention, over 49 million customers and market shares of 9.9% in loans and 10.1% in deposits.
Environment and strategy
Growth slowed down in 2014,
largely because of the international context. Central banks changed interest rates to varying degrees, with cuts in Mexico and Chile in order to support growth and hikes in others (Brazil) to contain inflation.
The slowdown was also reflected in the financial systems where Santander operates, reducing overall business. Total lending grew 11%, with stronger growth to
companies and mortgages than consumer credit. Deposits increased 8%, mainly demand deposits.
Currencies depreciated against the dollar, but not against
the euro where there was a slight appreciation except for the Chilean and Argentine pesos.
The strategy in 2014 was focused on expansion, consolidation
and improvement in the business of the commercial franchise in the region.
We are strengthening the specialized offer of products and services tailored to suit customers needs,
which will enable us to push long-term business growth and improve customers transaction business. Santander continued meanwhile to oversee the quality of risks. The measures being implemented to improve efficiency should be reflected in
greater profitability.
The main aspects of the Groups activity and results are set out below. All percentage changes exclude the exchange rate
impact.
Activity
Lending (excluding repos)
increased 12%. Of note by country: Mexico increased 18%, Argentina 23% and Uruguay 17%.
Deposits excluding repos increased 11% with increases in all
countries in demand deposits (up 15% for the whole region) and time deposits 8%. Mutual funds increased 18%.
Results
Gross income was EUR 19,065 million, 2.3% higher than in 2013:
|
|
|
Net interest income rose 2.9%, mainly affected by the change of mix toward lower cost of credit products and also reduced spreads. There was also pressure on spreads, particularly in Brazil and Mexico. Higher volumes
and a lower cost of credit offset these effects. |
|
|
|
Net fee income increased 9.1%, with growth in all countries. Of note was the growth in that from cards (+9.8%) and insurance (+4.4%). |
|
|
|
Trading gains were 41.3% lower than in 2013 when income was obtained from the sale of portfolios, mainly in Brazil. |
Operating expenses grew 5.0%, due to investment in networks and commercial projects (some traditional and others focused on priority customer segments) and
inflationary pressures on salary agreements and contracted services. The consolidation of GetNet in Brazil also had some impact. Net operating income was EUR 11,049 million.
|
|
|
|
|
|
|
|
|
141 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Latin America. Income statement
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross income |
|
|
Net operating income |
|
|
Attributable profit |
|
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
Brazil |
|
|
12,008 |
|
|
|
(11.2 |
) |
|
|
(2.9 |
) |
|
|
7,092 |
|
|
|
(13.5 |
) |
|
|
(5.4 |
) |
|
|
1,558 |
|
|
|
(1.3 |
) |
|
|
8.0 |
|
Mexico |
|
|
3,072 |
|
|
|
1.7 |
|
|
|
6.0 |
|
|
|
1,812 |
|
|
|
0.9 |
|
|
|
5.2 |
|
|
|
660 |
|
|
|
(7.4 |
) |
|
|
(3.5 |
) |
Chile |
|
|
2,197 |
|
|
|
(2.3 |
) |
|
|
12.6 |
|
|
|
1,343 |
|
|
|
1.5 |
|
|
|
17.0 |
|
|
|
509 |
|
|
|
17.0 |
|
|
|
34.8 |
|
Argentina |
|
|
1,158 |
|
|
|
(9.8 |
) |
|
|
34.3 |
|
|
|
591 |
|
|
|
(14.2 |
) |
|
|
27.8 |
|
|
|
298 |
|
|
|
(10.5 |
) |
|
|
33.3 |
|
Uruguay |
|
|
255 |
|
|
|
0.8 |
|
|
|
14.9 |
|
|
|
97 |
|
|
|
6.6 |
|
|
|
21.6 |
|
|
|
54 |
|
|
|
1.9 |
|
|
|
16.2 |
|
Peru |
|
|
52 |
|
|
|
26.5 |
|
|
|
33.0 |
|
|
|
35 |
|
|
|
29.3 |
|
|
|
36.0 |
|
|
|
24 |
|
|
|
24.7 |
|
|
|
31.1 |
|
Other |
|
|
32 |
|
|
|
391.3 |
|
|
|
394.9 |
|
|
|
(62 |
) |
|
|
(23.3 |
) |
|
|
(22.9 |
) |
|
|
(54 |
) |
|
|
(3.7 |
) |
|
|
(3.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
18,773 |
|
|
|
(7.8 |
) |
|
|
2.3 |
|
|
|
10,907 |
|
|
|
(9.4 |
) |
|
|
0.5 |
|
|
|
3,049 |
|
|
|
(0.8 |
) |
|
|
11.4 |
|
Santander Private Banking |
|
|
292 |
|
|
|
0.8 |
|
|
|
0.7 |
|
|
|
142 |
|
|
|
(4.3 |
) |
|
|
(4.4 |
) |
|
|
101 |
|
|
|
(4.8 |
) |
|
|
(4.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
19,065 |
|
|
|
(7.7 |
) |
|
|
2.3 |
|
|
|
11,049 |
|
|
|
(9.3 |
) |
|
|
0.4 |
|
|
|
3,150 |
|
|
|
(1.0 |
) |
|
|
10.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan-loss provisions declined 12.7% due to Brazil (-17.7%, accentuating the change in trend started at the
beginning of 2013). Mexicos provisions were slightly lower and Chiles almost unchanged.
The improvement in the cost of credit reflected the
fall in NPLs. The NPL ratio ended the year at 4.65% (-35 b.p. in the year), positively impacted by Brazil. The coverage ratio was 85%.
After
incorporating loan-loss provisions and other provisions, profit before tax was EUR 5,091 million (+9.4%).
The higher effective tax charge, mainly in
Mexico, and lower minority interests in Brazil produced attributable profit of EUR 3,150 million (+10.8%).
Strategy and objectives in 2015
Improve business and the commercial franchise in the region:
|
|
|
Increase the customer base and transactional linkage. |
|
|
|
Offer innovative value proposals (Santander Advance Programme SMEs, Select- high-income clients and be the Bank for companies transactions). |
|
|
|
Improve productivity and profitability thanks to efficiency plans and quality of service |
All of this, while
keeping a permanent watch on the quality of risks.
|
|
|
|
|
142 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Brazil
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
8,959 |
|
|
|
10,067 |
|
|
|
(1,108 |
) |
|
|
(11.0 |
) |
|
|
(2.7 |
) |
Net fees |
|
|
2,836 |
|
|
|
2,871 |
|
|
|
(35 |
) |
|
|
(1.2 |
) |
|
|
8.0 |
|
Gains (losses) on financial transactions |
|
|
96 |
|
|
|
540 |
|
|
|
(444 |
) |
|
|
(82.2 |
) |
|
|
(80.6 |
) |
Other operating income* |
|
|
117 |
|
|
|
41 |
|
|
|
76 |
|
|
|
187.8 |
|
|
|
214.7 |
|
Gross income |
|
|
12,008 |
|
|
|
13,518 |
|
|
|
(1,510 |
) |
|
|
(11.2 |
) |
|
|
(2.9 |
) |
Operating expenses |
|
|
(4,916 |
) |
|
|
(5,324 |
) |
|
|
408 |
|
|
|
(7.7 |
) |
|
|
1.0 |
|
General administrative expenses |
|
|
(4,407 |
) |
|
|
(4,743 |
) |
|
|
336 |
|
|
|
(7.1 |
) |
|
|
1.6 |
|
Personnel |
|
|
(2,386 |
) |
|
|
(2,563 |
) |
|
|
177 |
|
|
|
(6.9 |
) |
|
|
1.8 |
|
Other general administrative expenses |
|
|
(2,021 |
) |
|
|
(2,180 |
) |
|
|
159 |
|
|
|
(7.3 |
) |
|
|
1.4 |
|
Depreciation and amortisation |
|
|
(509 |
) |
|
|
(581 |
) |
|
|
72 |
|
|
|
(12.4 |
) |
|
|
(4.2 |
) |
Net operating income |
|
|
7,092 |
|
|
|
8,194 |
|
|
|
(1,102 |
) |
|
|
(13.5 |
) |
|
|
(5.4 |
) |
Net loan-loss provisions |
|
|
(3,682 |
) |
|
|
(4,894 |
) |
|
|
1,212 |
|
|
|
(24.8 |
) |
|
|
(17.7 |
) |
Other income |
|
|
(805 |
) |
|
|
(499 |
) |
|
|
(307 |
) |
|
|
61.5 |
|
|
|
76.5 |
|
Profit before taxes |
|
|
2,604 |
|
|
|
2,802 |
|
|
|
(197 |
) |
|
|
(7.0 |
) |
|
|
1.6 |
|
Tax on profit |
|
|
(679 |
) |
|
|
(763 |
) |
|
|
85 |
|
|
|
(11.1 |
) |
|
|
(2.8 |
) |
Profit from continuing operations |
|
|
1,926 |
|
|
|
2,039 |
|
|
|
(113 |
) |
|
|
(5.5 |
) |
|
|
3.3 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
1,926 |
|
|
|
2,039 |
|
|
|
(113 |
) |
|
|
(5.5 |
) |
|
|
3.3 |
|
Minority interests |
|
|
368 |
|
|
|
461 |
|
|
|
(93 |
) |
|
|
(20.2 |
) |
|
|
(12.7 |
) |
Attributable profit to the Group |
|
|
1,558 |
|
|
|
1,577 |
|
|
|
(20 |
) |
|
|
(1.3 |
) |
|
|
8.0 |
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
74,373 |
|
|
|
66,446 |
|
|
|
7,927 |
|
|
|
11.9 |
|
|
|
10.7 |
|
Trading portfolio (w/o loans) |
|
|
18,256 |
|
|
|
10,321 |
|
|
|
7,935 |
|
|
|
76.9 |
|
|
|
74.9 |
|
Available-for-sale financial assets |
|
|
22,939 |
|
|
|
14,175 |
|
|
|
8,764 |
|
|
|
61.8 |
|
|
|
60.0 |
|
Due from credit institutions** |
|
|
10,276 |
|
|
|
14,734 |
|
|
|
(4,458 |
) |
|
|
(30.3 |
) |
|
|
(31.0 |
) |
Intangible assets and property and equipment |
|
|
2,640 |
|
|
|
2,793 |
|
|
|
(153 |
) |
|
|
(5.5 |
) |
|
|
(6.6 |
) |
Other assets |
|
|
27,803 |
|
|
|
25,456 |
|
|
|
2,347 |
|
|
|
9.2 |
|
|
|
8.0 |
|
Total assets/liabilities & shareholders equity |
|
|
156,287 |
|
|
|
133,925 |
|
|
|
22,362 |
|
|
|
16.7 |
|
|
|
15.4 |
|
Customer deposits** |
|
|
68,539 |
|
|
|
61,490 |
|
|
|
7,049 |
|
|
|
11.5 |
|
|
|
10.2 |
|
Marketable debt securities** |
|
|
21,903 |
|
|
|
20,002 |
|
|
|
1,901 |
|
|
|
9.5 |
|
|
|
8.3 |
|
Subordinated debt** |
|
|
4,368 |
|
|
|
2,734 |
|
|
|
1,634 |
|
|
|
59.8 |
|
|
|
58.0 |
|
Insurance liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to credit institutions** |
|
|
22,826 |
|
|
|
12,929 |
|
|
|
9,897 |
|
|
|
76.6 |
|
|
|
74.6 |
|
Other liabilities |
|
|
25,684 |
|
|
|
25,229 |
|
|
|
455 |
|
|
|
1.8 |
|
|
|
0.7 |
|
Shareholders equity*** |
|
|
12,967 |
|
|
|
11,542 |
|
|
|
1,425 |
|
|
|
12.4 |
|
|
|
11.1 |
|
Other managed and marketed customer funds |
|
|
49,806 |
|
|
|
42,640 |
|
|
|
7,166 |
|
|
|
16.8 |
|
|
|
15.5 |
|
Mutual and pension funds |
|
|
46,559 |
|
|
|
39,675 |
|
|
|
6,884 |
|
|
|
17.3 |
|
|
|
16.0 |
|
Managed portfolios |
|
|
3,248 |
|
|
|
2,965 |
|
|
|
282 |
|
|
|
9.5 |
|
|
|
8.3 |
|
Managed and marketed customer funds |
|
|
144,616 |
|
|
|
126,866 |
|
|
|
17,750 |
|
|
|
14.0 |
|
|
|
12.7 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
13.28 |
|
|
|
12.64 |
|
|
|
0.64 |
|
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
40.9 |
|
|
|
39.4 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
NPL ratio |
|
|
5.05 |
|
|
|
5.64 |
|
|
|
(0.59 |
) |
|
|
|
|
|
|
|
|
NPL coverage |
|
|
95.4 |
|
|
|
95.1 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
Number of employees |
|
|
46,464 |
|
|
|
49,371 |
|
|
|
(2,907 |
) |
|
|
(5.9 |
) |
|
|
|
|
Number of branches |
|
|
3,411 |
|
|
|
3,566 |
|
|
|
(155 |
) |
|
|
(4.3 |
) |
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
|
|
|
|
143 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Brazil (changes in local currency) |
|
|
|
Attributable profit of EUR 1,558 million, 8.0% more than in 2013). |
|
|
|
Gross income fell 2.9%, due to net interest income (change of mix) and trading gains. Fee income improved. |
|
|
|
Operating expenses rose by only 1%, well below the inflation rate. |
|
|
|
Credit quality continues to improve: loan-loss provisions declined 17.7%, and the NPL ratio fell 59 b.p. |
|
|
|
Loans and customer funds rose over 10%, with growth above private sector banks. |
Santander Brazil is
the countrys third largest private sector bank by assets and the largest foreign bank in the country. It operates in the main regions, with 3,411 branches and points of banking attention, 14,856 ATMs and more than 31 million customers.
Environment and strategy
Banking business was
conducted in 2014 in an environment of close to zero growth and higher interest rates to contain inflation, causing the real to depreciate against the dollar (slight appreciation against the euro). The economic slowdown was reflected in lower growth
in lending (+11% in December), which continued to be driven by earmarked credit (+20%) and state banks, whose growth comfortably doubled that of the private sector banks (+16% vs. +6%). Total customer funds increased 10%, with a growing share
of mutual funds and other funds (debentures and letras financieras) which increased 26%.
In this environment, Santander Brazil, as a universal
bank focused on retail banking, maintained the following guidelines:
1) |
Increasing customers preference and linkage: with segmented products and services, simple and effective, which via a multi channel platform seek to maximise customer satisfaction. |
2) |
Improve recurrence and sustainability: business growth with greater revenue diversification, while maintaining rigorous risk management.
|
3) |
Disciplined use of capital and liquidity in order to maintain a sound balance sheet, manage regulatory changes and take advantage of growth opportunities. |
4) |
Increase productivity via an intense agenda of productive transformation. |
5) |
Strengthen business lines with market share below the natural one. |
Progress was made during 2014 in the
Banks strategic guidelines, through the reformulation of channels and launch of the new business model with a more efficient and agile management. In the segments of individuals and SMES, we launched products and made new agreements, expanded
the Select branches (85 in 2014) and further strengthened the acquiring business. In the auto segment, Santander was the leader in car financing (19% market share).
|
|
|
Reformulation of channels with the creation of the multi channel concept, the proposal to improve the customer experience with simpler and more accessible processes. Of note was the launch of updated versions of the
Minha Conta app, the new online banking and the special ATM for dollar withdrawals. |
|
|
|
Launch of Santander Conta Conecta, a current account for the segments of individuals and SMEs, which enables payments with cards to be received in smartphones and tablets. There are currently more than 60,000
accounts. |
|
|
|
Agreement to create a joint venture with Banco Bonsucesso to leverage activities in payroll business, as well as increase the offer of products and improve the distribution and marketing capacity. We expect to close
this transaction in the first quarter of 2015. |
|
|
|
Acquisition of 50% of SuperBank, a digital platform that sells financial products and services for the massive segment of individuals, with a more efficient structure. |
|
|
|
Strengthen the acquiring business, following the purchase of GetNet. Banco Santander Brazil has an indirect participation with a stake of 88.5%.
|
|
|
|
|
|
144 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Launch of Pague Directo, a new payment means product which is focused on SMEs. This product enables shops to pay for their orders with Santanders payment terminal more practically, quickly and securely.
|
|
|
|
Lastly, at the end of 2014 the CERTO model was launched, which offers greater simplicity and commercial dedication to customers. The model has a unique commercial management platform with more integrated tools
and aligned with a customer vision, which will spur more business, efficiency and focus on the customer. |
Activity
Lending rose 10%, higher than the average for private sector banks, backed by mortgages (+34%), where market penetration is still low, and large companies
(+24%). The balances in segments of low risk/spreads such as agri business (+23%) and BNDES (+21%), where we want to boost our presence, also rose strongly.
Consumer finance lending declined 4% in a sluggish market and that to SMEs remained unchanged, after the falls of recent quarters with positive contribution
of acquiring business.
Deposits without repos increased 8%, with demand deposits up 10%. Mutual funds rose 16%.
Santander Brazils market share in total loans is 8.1% (12.4% for unearmarked lending) and 7.9% in deposits.
The strategy followed in the last few months increased the market share in segments where the Bank has a low presence, such as BNDES (+32 b.p.) and mortgages
for individual borrowers (+32 b.p.) and also in auto finance, where Santander is the market leader.
Results
Gross income declined 2.9% to EUR 12,008 million, largely due to the fall in trading gains because of the reduced gains from markets activity in 2014. Net
interest income was also lower
because of the change of mix of portfolio to lower risk products/segments and the squeezing of spreads on loans.
Fee income, on the other hand, was 8.0% higher at EUR 2,836 million, backed by cards (+9%) and transaction banking (+15%), part of this growth
came from the acquisition of GetNet.
Operating expenses rose by only 1.0% (-0.6% on a like-for-like basis), compared to inflation of more than 6%. This
reflected the effort made in the last few years to control costs.
Loan-loss provisions declined 17.7%. The cost of credit fell to 4.9% from 6.3% in 2013.
Net operating income after provisions increased 13.0%. The NPL ratio was 5.05% (-0.6 p.p. in the year).
Attributable profit was 8.0% higher at EUR 1,558 million.
Strategy and objectives in 2015
|
|
|
Continue the commercial business improvement and perception of services by customers. |
|
|
|
Grow the number of customers and increase linkage with more profitable products. |
|
|
|
Maintain the good lending trends. |
|
|
|
Increase commercial productivity via agile and modern tools. |
|
|
|
Maintain costs rise at below the inflation rate. |
|
|
|
Offer an innovative value proposal for SMEs, via Santander Advances global programme.
|
|
|
|
|
|
|
|
|
|
145 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Mexico
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
2,182 |
|
|
|
2,120 |
|
|
|
62 |
|
|
|
2.9 |
|
|
|
7.3 |
|
Net fees |
|
|
770 |
|
|
|
783 |
|
|
|
(12 |
) |
|
|
(1.6 |
) |
|
|
2.6 |
|
Gains (losses) on financial transactions |
|
|
165 |
|
|
|
141 |
|
|
|
24 |
|
|
|
17.0 |
|
|
|
21.9 |
|
Other operating income* |
|
|
(45 |
) |
|
|
(23 |
) |
|
|
(22 |
) |
|
|
94.6 |
|
|
|
102.9 |
|
Gross income |
|
|
3,072 |
|
|
|
3,021 |
|
|
|
52 |
|
|
|
1.7 |
|
|
|
6.0 |
|
Operating expenses |
|
|
(1,260 |
) |
|
|
(1,225 |
) |
|
|
(36 |
) |
|
|
2.9 |
|
|
|
7.2 |
|
General administrative expenses |
|
|
(1,129 |
) |
|
|
(1,105 |
) |
|
|
(24 |
) |
|
|
2.1 |
|
|
|
6.5 |
|
Personnel |
|
|
(607 |
) |
|
|
(593 |
) |
|
|
(14 |
) |
|
|
2.4 |
|
|
|
6.7 |
|
Other general administrative expenses |
|
|
(522 |
) |
|
|
(512 |
) |
|
|
(10 |
) |
|
|
1.9 |
|
|
|
6.2 |
|
Depreciation and amortisation |
|
|
(131 |
) |
|
|
(120 |
) |
|
|
(12 |
) |
|
|
9.9 |
|
|
|
14.6 |
|
Net operating income |
|
|
1,812 |
|
|
|
1,796 |
|
|
|
16 |
|
|
|
0.9 |
|
|
|
5.2 |
|
Net loan-loss provisions |
|
|
(756 |
) |
|
|
(801 |
) |
|
|
44 |
|
|
|
(5.5 |
) |
|
|
(1.6 |
) |
Other income |
|
|
2 |
|
|
|
17 |
|
|
|
(15 |
) |
|
|
(89.8 |
) |
|
|
(89.4 |
) |
Profit before taxes |
|
|
1,057 |
|
|
|
1,012 |
|
|
|
45 |
|
|
|
4.5 |
|
|
|
8.9 |
|
Tax on profit |
|
|
(207 |
) |
|
|
(79 |
) |
|
|
(127 |
) |
|
|
160.7 |
|
|
|
171.8 |
|
Profit from continuing operations |
|
|
851 |
|
|
|
933 |
|
|
|
(82 |
) |
|
|
(8.8 |
) |
|
|
(4.9 |
) |
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
851 |
|
|
|
933 |
|
|
|
(82 |
) |
|
|
(8.8 |
) |
|
|
(4.9 |
) |
Minority interests |
|
|
191 |
|
|
|
220 |
|
|
|
(29 |
) |
|
|
(13.4 |
) |
|
|
(9.7 |
) |
Attributable profit to the Group |
|
|
660 |
|
|
|
713 |
|
|
|
(53 |
) |
|
|
(7.4 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
25,873 |
|
|
|
22,269 |
|
|
|
3,604 |
|
|
|
16.2 |
|
|
|
14.9 |
|
Trading portfolio (w/o loans) |
|
|
10,185 |
|
|
|
8,685 |
|
|
|
1,500 |
|
|
|
17.3 |
|
|
|
15.9 |
|
Available-for-sale financial assets |
|
|
4,624 |
|
|
|
3,387 |
|
|
|
1,238 |
|
|
|
36.6 |
|
|
|
35.0 |
|
Due from credit institutions** |
|
|
7,058 |
|
|
|
7,975 |
|
|
|
(917 |
) |
|
|
(11.5 |
) |
|
|
(12.5 |
) |
Intangible assets and property and equipment |
|
|
440 |
|
|
|
402 |
|
|
|
38 |
|
|
|
9.5 |
|
|
|
8.3 |
|
Other assets |
|
|
5,545 |
|
|
|
5,681 |
|
|
|
(136 |
) |
|
|
(2.4 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
53,726 |
|
|
|
48,398 |
|
|
|
5,328 |
|
|
|
11.0 |
|
|
|
9.7 |
|
Customer deposits** |
|
|
28,627 |
|
|
|
24,663 |
|
|
|
3,964 |
|
|
|
16.1 |
|
|
|
14.8 |
|
Marketable debt securities** |
|
|
3,266 |
|
|
|
2,896 |
|
|
|
370 |
|
|
|
12.8 |
|
|
|
11.5 |
|
Subordinated debt** |
|
|
1,088 |
|
|
|
931 |
|
|
|
157 |
|
|
|
16.9 |
|
|
|
15.6 |
|
Insurance liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to credit institutions** |
|
|
6,152 |
|
|
|
5,494 |
|
|
|
658 |
|
|
|
12.0 |
|
|
|
10.7 |
|
Other liabilities |
|
|
11,004 |
|
|
|
11,601 |
|
|
|
(597 |
) |
|
|
(5.1 |
) |
|
|
(6.2 |
) |
Shareholders equity*** |
|
|
3,589 |
|
|
|
2,814 |
|
|
|
775 |
|
|
|
27.5 |
|
|
|
26.1 |
|
Other managed and marketed customer funds |
|
|
11,523 |
|
|
|
10,349 |
|
|
|
1,174 |
|
|
|
11.3 |
|
|
|
10.1 |
|
Mutual and pension funds |
|
|
11,523 |
|
|
|
10,349 |
|
|
|
1,174 |
|
|
|
11.3 |
|
|
|
10.1 |
|
Managed portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Managed and marketed customer funds |
|
|
44,504 |
|
|
|
38,838 |
|
|
|
5,665 |
|
|
|
14.6 |
|
|
|
13.3 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
14.25 |
|
|
|
15.15 |
|
|
|
(0.91 |
) |
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
41.0 |
|
|
|
40.5 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
NPL ratio |
|
|
3.84 |
|
|
|
3.66 |
|
|
|
0.18 |
|
|
|
|
|
|
|
|
|
NPL coverage |
|
|
86.1 |
|
|
|
97.5 |
|
|
|
(11.4 |
) |
|
|
|
|
|
|
|
|
Number of employees |
|
|
16,933 |
|
|
|
14,745 |
|
|
|
2,188 |
|
|
|
14.8 |
|
|
|
|
|
Number of branches |
|
|
1,347 |
|
|
|
1,258 |
|
|
|
89 |
|
|
|
7.1 |
|
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
146 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Mexico (changes in local currency) |
|
|
|
Pre-tax profit of EUR 1,057 million, 8.9% more than in 2013, due to: |
|
|
|
Growth of 6.0% in gross income, backed by business dynamism and management of spreads. |
|
|
|
Operating costs rose 7.2%, due to the greater installed capacity, with the opening of 95 branches in 2014. |
|
|
|
Loan-loss provisions declined 1.6%. |
|
|
|
The normalisation of the effective tax rate and minority interests reduced attributable profit by 3.5% to EUR 660 million. |
|
|
|
Lending rose at a faster pace of 18% and deposits without repos 14%. |
Santander is the third largest
banking group in Mexico by business volume, with a market share in loans of 13.8% and 13.7% in deposits. It has 1,347 branches throughout the country and more than 11 million customers.
Environment and strategy
The economy, still far from its
potential growth rate, showed a better quarterly profile in 2014 that looks as if it will continue to be supported by the strength of the US economy and the structural reforms underway. Lower interest rates also contributed to it, and the peso
depreciated against the dollar (slight appreciation against the euro). In this environment, the systems total lending grew at a slower pace (+9%) due to consumer credit as lending to companies and mortgages was stronger (+9% in both
cases). Deposits rose 9%, spurred by demand deposits.
Santander Mexico continued to strengthen its franchise via its expansion plan and the priority
focus on improving the quality of service, innovation and forging closer relations with customers.
We continued the expansion plan begun in 2012 under which 185 new branches have been opened (95 in 2014). This
enabled us to attain a market share in branches of 16.2% as of September 2014. The number of ATMs also increased to 5,528 (including the new full function ones).
This greater installed capacity was accompanied by an improvement in multichannel sales platforms and increasing the range of products.
In multichannel activity and innovation, we continued to develop measures in online and mobile banking and improve the experience and security of customers
via our Huella Vocal platform. We also integrated the 7/eleven shops into our network (1,800 new points). The number of additional points of attention over and above our network of traditional branches reached 16,350.
As regards the strategy, we focused on developing retail banking, particularly the segments of SMEs, companies and individuals.
In companies, we strengthened our position as one of the main options in the market. In SMEs, the Santander SMEs programme was launched (within the
global programme of Grupo Santander Advance) whose objective is to continue to foster the growth of this important segment. The programme consists, as in other countries, of a comprehensive offer, not only financial, with benefits for SMEs
such as grants, training, support to develop companies, internationalisation, etc. We ended the year with 18 SME centres (six new ones opened in 2014) and six new specialised branches. This strategy is reflected in a 26% increase in loans to SMEs.
Of note in individuals is the mortgage segment, where we continued to offer a wide range of products in order to cover customers needs, such as the
Hipoteca Light that offers an initial low payment, the 10*1000 mortgage which offers fixed payments and the Premier mortgage, among others. We also acquired small mortgage portfolios, consolidating Santander as the second bank
for mortgage loans.
|
|
|
|
|
|
|
|
|
147 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
In consumer credit, we launched a product for high-income segments and new credit card products. Of note among
the latter was the first brand card shared with American Express and the first card for agri business.
As regards the high-income segment, the Select
attention model was consolidated through 121 specialised offices (14 opened in 2014) and the Contact Centre Select, in order to offer a differentiated service. In 2014, Mundo Select was launched, with exclusive products and
services.
Activity
The described activities
resulted in both loans and deposits growing at faster rates than in 2013, and at a stronger pace than the sector.
Lending grew 18%, mainly to SMEs
(+26%) and mortgages (+17%), while consumer credit rose 15% and credit cards 5%.
Deposits increased 14% and improved their structure. A greater
focus was placed on demand deposits (+14%), Mutual funds increased 10%.
This evolution produced gains in the market share of loans and deposits of around
one percentage point in both in twelve months.
Results
Gross income rose 6.0% year-on-year, with a good performance of net interest income (+7.3%) and fee income (+2.6%).
Gross income was affected by lower economic growth than initially envisaged, as well as by the cut in benchmark interest rates and the reduced spreads, as a
result of the strategy of changing the mix to lower risk products. The strong increase in business volumes compensated this.
Operating expenses rose 7.2%, reflecting the new commercial projects and the greater installed capacity. Net
operating income increased 5.2%.
Loan-loss provisions declined 1.6%, well below the natural growth that would accompany the 18% rise in lending. This was
favoured by the one-off charges (mainly home developers) made in 2013.
The NPL ratio was 3.8%, and remained very stable throughout the year (3.7% in
2013). The coverage ratio was 86%.
Pre-tax profit was 8.9% higher at EUR 1,057 million.
After deducting taxes (the tax rate rose from 7.8% to 19.5%) and minority interests, attributable profit was EUR 660 million.
Strategy and objectives in 2015
|
|
|
Remain focused on SMEs, companies and individual customers. |
|
|
|
Promote business via technological innovation and multi channels, in order to increase the transactional linkage of customers. |
|
|
|
Position Santander as the leader in financing the governments infrastructure plan and the projects related to energy sector reform.
|
|
|
|
|
|
148 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Chile
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
1,734 |
|
|
|
1,696 |
|
|
|
38 |
|
|
|
2.2 |
|
|
|
17.8 |
|
Net fees |
|
|
329 |
|
|
|
371 |
|
|
|
(42 |
) |
|
|
(11.4 |
) |
|
|
2.2 |
|
Gains (losses) on financial transactions |
|
|
116 |
|
|
|
167 |
|
|
|
(51 |
) |
|
|
(30.5 |
) |
|
|
(19.9 |
) |
Other operating income* |
|
|
18 |
|
|
|
14 |
|
|
|
3 |
|
|
|
22.5 |
|
|
|
41.2 |
|
Gross income |
|
|
2,197 |
|
|
|
2,249 |
|
|
|
(52 |
) |
|
|
(2.3 |
) |
|
|
12.6 |
|
Operating expenses |
|
|
(854 |
) |
|
|
(926 |
) |
|
|
72 |
|
|
|
(7.8 |
) |
|
|
6.3 |
|
General administrative expenses |
|
|
(782 |
) |
|
|
(819 |
) |
|
|
36 |
|
|
|
(4.4 |
) |
|
|
10.2 |
|
Personnel |
|
|
(484 |
) |
|
|
(507 |
) |
|
|
23 |
|
|
|
(4.6 |
) |
|
|
10.0 |
|
Other general administrative expenses |
|
|
(299 |
) |
|
|
(312 |
) |
|
|
13 |
|
|
|
(4.1 |
) |
|
|
10.5 |
|
Depreciation and amortisation |
|
|
(72 |
) |
|
|
(108 |
) |
|
|
36 |
|
|
|
(33.5 |
) |
|
|
(23.4 |
) |
Net operating income |
|
|
1,343 |
|
|
|
1,322 |
|
|
|
20 |
|
|
|
1.5 |
|
|
|
17.0 |
|
Net loan-loss provisions |
|
|
(521 |
) |
|
|
(597 |
) |
|
|
76 |
|
|
|
(12.8 |
) |
|
|
0.5 |
|
Other income |
|
|
(24 |
) |
|
|
4 |
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
Profit before taxes |
|
|
798 |
|
|
|
730 |
|
|
|
68 |
|
|
|
9.3 |
|
|
|
26.0 |
|
Tax on profit |
|
|
(59 |
) |
|
|
(107 |
) |
|
|
48 |
|
|
|
(45.1 |
) |
|
|
(36.7 |
) |
Profit from continuing operations |
|
|
739 |
|
|
|
623 |
|
|
|
116 |
|
|
|
18.7 |
|
|
|
36.8 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
739 |
|
|
|
623 |
|
|
|
116 |
|
|
|
18.7 |
|
|
|
36.8 |
|
Minority interests |
|
|
230 |
|
|
|
187 |
|
|
|
42 |
|
|
|
22.7 |
|
|
|
41.4 |
|
Attributable profit to the Group |
|
|
509 |
|
|
|
435 |
|
|
|
74 |
|
|
|
17.0 |
|
|
|
34.8 |
|
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
30,550 |
|
|
|
28,783 |
|
|
|
1,767 |
|
|
|
6.1 |
|
|
|
8.0 |
|
Trading portfolio (w/o loans) |
|
|
3,075 |
|
|
|
1,388 |
|
|
|
1,687 |
|
|
|
121.5 |
|
|
|
125.4 |
|
Available-for-sale financial assets |
|
|
2,274 |
|
|
|
2,385 |
|
|
|
(111 |
) |
|
|
(4.7 |
) |
|
|
(3.0 |
) |
Due from credit institutions** |
|
|
3,837 |
|
|
|
2,599 |
|
|
|
1,238 |
|
|
|
47.7 |
|
|
|
50.2 |
|
Intangible assets and property and equipment |
|
|
347 |
|
|
|
327 |
|
|
|
20 |
|
|
|
6.2 |
|
|
|
8.1 |
|
Other assets |
|
|
2,680 |
|
|
|
3,072 |
|
|
|
(392 |
) |
|
|
(12.8 |
) |
|
|
(11.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
42,763 |
|
|
|
38,553 |
|
|
|
4,210 |
|
|
|
10.9 |
|
|
|
12.9 |
|
Customer deposits** |
|
|
23,352 |
|
|
|
20,988 |
|
|
|
2,364 |
|
|
|
11.3 |
|
|
|
13.2 |
|
Marketable debt securities** |
|
|
6,650 |
|
|
|
6,022 |
|
|
|
628 |
|
|
|
10.4 |
|
|
|
12.4 |
|
Subordinated debt** |
|
|
985 |
|
|
|
1,147 |
|
|
|
(163 |
) |
|
|
(14.2 |
) |
|
|
(12.7 |
) |
Insurance liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to credit institutions** |
|
|
4,382 |
|
|
|
4,253 |
|
|
|
129 |
|
|
|
3.0 |
|
|
|
4.8 |
|
Other liabilities |
|
|
4,932 |
|
|
|
4,021 |
|
|
|
911 |
|
|
|
22.6 |
|
|
|
24.8 |
|
Shareholders equity*** |
|
|
2,463 |
|
|
|
2,122 |
|
|
|
341 |
|
|
|
16.1 |
|
|
|
18.1 |
|
Other managed and marketed customer funds |
|
|
7,256 |
|
|
|
5,469 |
|
|
|
1,787 |
|
|
|
32.7 |
|
|
|
35.0 |
|
Mutual and pension funds |
|
|
5,564 |
|
|
|
4,067 |
|
|
|
1,497 |
|
|
|
36.8 |
|
|
|
39.2 |
|
Managed portfolios |
|
|
1,693 |
|
|
|
1,402 |
|
|
|
291 |
|
|
|
20.7 |
|
|
|
22.8 |
|
Managed and marketed customer funds |
|
|
38,242 |
|
|
|
33,626 |
|
|
|
4,616 |
|
|
|
13.7 |
|
|
|
15.7 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
19.89 |
|
|
|
17.19 |
|
|
|
2.70 |
|
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
38.9 |
|
|
|
41.2 |
|
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
NPL ratio |
|
|
5.97 |
|
|
|
5.91 |
|
|
|
0.06 |
|
|
|
|
|
|
|
|
|
NPL coverage |
|
|
52.4 |
|
|
|
51.1 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
Number of employees |
|
|
12,081 |
|
|
|
12,200 |
|
|
|
(119 |
) |
|
|
(1.0 |
) |
|
|
|
|
Number of branches |
|
|
475 |
|
|
|
493 |
|
|
|
(18 |
) |
|
|
(3.7 |
) |
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
|
|
|
|
149 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Chile (changes in local currency) |
|
|
|
Attributable profit of EUR 509 million, 34.8% more than in 2013 . |
|
|
|
Gross income increased 12.6%, backed by net interest income (+17.8%) and fee income (+2.2%). |
|
|
|
Operating expenses rose 6.3%, a little above the inflation rate, because of investments in technology. |
|
|
|
Loan-loss provisions were unchanged and the cost of credit improved. |
|
|
|
Lending rose 8%, particularly in the target segments of high-income clients (+16%) and companies (+8%). Deposits grew 13%, with demand deposits up 16%. |
Santander is the leading bank in Chile in terms of assets and customers, with a marked focus on retail activity (individuals and SMEs). Its market share in
loans is 19.2% and 17.6% in deposits. Of note is its share of loans to individuals; it is the leader in consumer finance (market share of 24.6%) and in mortgages (20.9%). These shares exclude the investment of Corpbanca in Colombia. The Bank has 475
branches, 1,645 ATMs and 3.6 million customers.
Environment and strategy
In 2014, the economy slowed down to a greater extent than expected, despite the cut in interest rates and the pesos sharp depreciation against the dollar
and, to a lesser extent, the euro. The systems total lending (excluding the investment of Corbanca in Colombia) increased 11%, backed by loans to individuals, as credit to companies declined in line with investment. Deposits increased 10%,
against a backdrop of lower interest rates and the greater attractiveness of money market funds. Deposits plus mutual funds grew 14%.
In this
environment, the Group maintained its objective of improving the long-term profitability in a scenario of lower spreads and greater regulations. The strategic plan recognises the importance of positioning the customer in the centre of the strategy
and seeks to consolidate the franchise in the leadership positions it historically maintained.
The strategy is based on three pillars:
|
|
|
The quality of customer attention and experience; |
|
|
|
Netput a greater focus on retail banking, particularly medium and high income customers, SMEs and medium sized companies; |
|
|
|
Netconservative risk management and continuous improvement in processes to enhance operational efficiency. |
This management is reflected in business. As regards the quality of service the net satisfaction index of customers improved in all networks and channels,
closing the gap with the competition. The Select model was consolidated and the NEO customer relationship management (CRM) by business segments continued to make progress, as it was expanded to all the retail network via NEO SMEs
and NEO ONE (a version for supervisors).
The above programmes are producing sustained growth in the number of customers (+7% since March 2013
when Select and NEO CRM were launched), together with a significant improvement in transaction linkage. Lastly, and within credit card business, the alliance with the LATAM airline (Lanpass) was renewed for another five years.
These efforts were reflected in the award by the magazine Euromoney to Santander as the best private bank in 2014, and the prize from Global Finance for the
best website for customers.
In corporate banking, we continued to improve the model of specialised attention developed in 2013. This is aimed at
strengthening growth in higher value added products, backed by differentiated offers such as Santander Trade and Santander Passport, the incorporation of eight company centres during the year and designing a new model of quality
especially for the segment.
GBM successfully launched its TOP 20 plan to reposition itself with the 20 main economic groups in Chile, which
produced significant growth in revenues and profit. The focus was mainly on multinational customers, thanks to the advantages provided by the Groups global scope.
|
|
|
|
|
150 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
We placed $6,800 million in the international bond markets and we are leaders in the local market for funding
the main infrastructure works, including the Chacao bridge that will connect the island of Chiloé to the mainland.
Activity
The strategy followed produced an 8% rise in loans (+16% to high income customers and +8% to companies, objetive segments).
Deposits increased 13% (+16% demand deposits).
Several issues
were made, among them an Australian dollar one by Santander Chile in February in the Australian market, the first of its kind by a Chilean bank.
Results
Gross income rose 12.6%, as follows:
|
|
|
Net interest income increased 17.8%, spurred by growth of volumes in target segments, due to the better mix of deposits and the rise in revenues from the inflation-indexed UF portfolio. |
|
|
|
Fee income grew 2.2%, still impacted by the regulatory effects on insurance fees. Of note was the rise in fee income from means of payment (+11%), mutual funds (+17%) and transaction banking (+14%).
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|
|
Trading gains fell 19.9%, mainly due to lower gains from managing the portfolio of assets and liabilities. Activity with customers (Santander Global Connect and market-making), on the other hand, performed
well due to the greater demand for exchange rate risk hedging because of the pesos depreciation.
|
Operating expenses rose 6.3%, above the inflation rate, due to contracts, rentals and salaries indexed to
inflation, as well as the impact that the pesos depreciation had on technology services indexed to the dollar and the euro.
Loan-loss provisions
were almost unchanged (+0.5%), which improved the cost of credit. The NPL ratio was 5.97% and the coverage ratio 52%.
Pre-tax profit rose 26.0%. After
deducting taxes (lower rate of 7% resulting from the updating of deferred taxes in accordance with the tax reform) and minority interests, attributable profit was 34.8% higher at EUR 509 million.
Strategy and objectives in 2015
The strategy and
objectives of the 2014-2017 plan include:
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|
|
Continue the transformation of retail and commercial banking in order to develop a new form of customer relations. |
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|
Manage the development of employees, transforming them into drivers of the customer-focused culture. |
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Grow in the segments of companies, institutions and GBM. |
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Increase linkage via Select. |
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151 |
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ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
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Argentina (changes in local currency) |
Santander Río generated an attributable profit of EUR
298 million in 2014, 33.3% more in local currency.
Santander Rio is the countrys leading private sector bank in terms of assets, loans and
customer funds, with market shares of 9.2% in lending and 9.5% in deposits. It has 396 branches and 2.5 million customers.
Environment and
strategy
In 2014, banking was conducted against a backdrop of economic shrinkage, high inflation and liquidity. The pesos sharp depreciation
against strong currencies at the start of the year resulted in a 27% Badlar interest rate (April), a maximum, which was then cut and stabilised at around 20%. Lending, with shorter maturities (60% of the total at less than one year), decelerated
(+20%), particularly to companies, while credit cards (+34%) increased their weight. Stronger growth of deposits (+31%), more stable and balanced between demand and time, raised the systems liquidity.
The Banks commercial strategy continued to focus on strengthening penetration and linkage to the segments of high-income individuals and SMEs,
developing improvements in the functionalities of key products and actions to enhance the quality of service.
The Bank continued to focus on transaction
services, collections and means of payment, through an offer adjusted to the needs of each customer segment. The objective is to continue increasing recurring revenues, on the basis of funding with low cost demand deposits and higher revenues for
services.
Noteworthy activities in 2014 included:
|
|
|
Launching of Select in order to improve the value offer for high-income clients and personalised attention. The Bank continued to spur Infinity Black products and services and inaugurate Select
spaces and corners. These actions boosted cross-selling, transaction linkage and the profitability of these customers.
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|
We also continued the plan to transform branches, adapting the attention model to customers needs, improving computerisation and self-management. By the end of 2014 we had transformed 68 branches.
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|
Under the Financial Inclusion programme, the Bank opened two bankarisation offices in the metropolitan area of Buenos Aires that sought to incorporate to the financial system customers without bank
accounts. The Bank also began to introduce micro credits in association with local governments. |
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|
Launch of the project to build two new corporate buildings, estimated to be operating in 2017. This will strengthen efficient use of resources and spaces. |
Santander Rio received several awards in 2014: best bank in Argentina from the magazine Euromoney; best online bank in Argentina and best company to work for
from the Great Place to Work Institute.
Activity
Lending rose 23%, particularly to SMEs and companies. Deposits increased 31%, with similar growth in time deposits (+40%) and demand deposits (+26%). Loan
and deposit growth and trends were very aligned with the market.
Results
The commercial strategy is reflected in a 38.8% rise in net interest income and 29.6% in fee income, which combined with higher trading gains pushed up gross
income by 34.3%.
Operating expenses grew 41.8%, as a result of increasing and transforming the branch network. Net operating income increased 27.8%.
Loan-loss provisions rose 52.3% from a low starting point. The cost of credit was 2.54%, underscoring the excellent credit quality. The NPL ratio was 1.61%
and the coverage ratio 143%.
Strategy and objectives in 2015
|
|
|
Greater penetration of high-income and SME segments through more linkage. |
|
|
|
Strengthen transaction products. |
|
|
|
Increase the branch network, mainly in the countrys interior with high economic potential. |
|
|
|
Continue to transform branches and improve technology to increase efficiency and the quality of service.
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|
|
|
|
|
152 |
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|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
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|
Uruguay (changes in local currency) |
Attributable profit of EUR 54 million, 16.2% more than in
2013.
The Group maintained its leadership in Uruguay. Santander is the largest private sector bank in the country, with a market share in lending of
17.7% and 15.1% in deposits. The consumer finance company Creditel is the best positioned and with the highest brand recognition. Overall, the Group has 89 branches and over 500,000 customers in the country.
Environment and strategy
In 2014, the economy registered
solid growth (+3.4% estimated), compared to neighbouring countries, although lower than in 2013. With inflation declining (8.3% in December), the official interest rate remained high, in line with the pesos depreciation against the dollar
(stable against the euro) and high volatility of one-day interbank rates. The systems total lending and deposits grew 21% and 20%, respectively.
The Banks strategy remained focused on the quality of customer attention and on making an offer tailored to their needs and by the most appropriate
channel in each case.
The following measures from the commercial standpoint were taken in 2014:
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|
|
Launch of the Select debit card, which was very well received in the market, and penetration of the customer base, which made Select customers link transactionally. |
|
|
|
Focus on being the transaction bank for companies, increasing linkage and developing innovative products in the market. |
|
|
|
The Mi proyecto was launched in SMEs. This is an innovative credit campaign supporting this segment, so that new companies can access the financial system. |
|
|
|
Continued support for state companies, financing important projects for the country. |
|
|
|
Improvements in the quality of service, with a reduced number of complaints and lower response times. Market research shows customer satisfaction on the up. Credit and debit cards are the most valued products.
|
Activity
Lending rose 17,
particularly to individuals (+19%) and SMEs (+31%). Deposits rose 18%.
Results
Gross income increased 14.9% without the exchange rate impact, fuelled by net interest income (+20.5%) and fee income (+24.1%).
Operating expenses rose 11.2%, after absorbing the higher cost of the ongoing plan to improve efficiency.
The efficiency ratio improved by 2.1 p.p. to 62.0% and net operating income increased 21.6%.
Loan-loss provisions, from a low starting point, increased 37.5%. The NPL ratio was 1.22% and the coverage ratio 217%.
Net operating income after provisions rose 16.0% and attributable profit 16.2%.
In short, the Bank continued to make progress in its objectives of generating recurring results, with a greater share of customer business, on the basis of
growth in retail banking business, optimisation of spending and an improved efficiency.
Strategy and objectives in 2015
|
|
|
Maintain the business strategy, focused on growth in the retail segment. |
|
|
|
Position our leadership in segments such as Select, SMEs, middle and mass. |
|
|
|
Maintain low levels of NPLs. |
|
|
|
|
|
|
|
|
|
153 |
|
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|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Peru (changes in local currency) |
Attributable profit was EUR 24 million, 31.1% more in local
currency.
Environment and strategy
The economy
registered slower growth in 2014 (+2.6% estimated), and continued to be driven by domestic demand (around 5%). With inflation under control (+3.2%), the central bank cut interest rates, which contributed to the sols depreciation against the
dollar (6%), but not against the euro. The systems lending grew 13% and deposits 4%
Grupo Santander focuses on corporate banking, commercial
banking for companies and providing service to the Groups global customers. Considerable importance is attached to a close relationship with customers and quality of service, while exploiting the synergies with other Group units.
A new auto finance company, guided by a well-known international partner with a lot of experience in Latin
America, consolidated its activity in 2014. The company has a specialised
business model, focused on service and with installments that enable customers
to acquire a new car via all the brands and dealers in Peru.
Activity
Lending rose 28% and deposits 32%, with stable growth in medium term funding.
Results
Gross income grew 33.0%, mainly due to net
interest income (+36.3%) and operating expenses rose 27.3%.
The efficiency ratio improved by 1.5 p.p. to 32.8% and net operating income rose 36.0%.
Loan-loss provisions increased 82.0% from a low starting point. The NPL ratio remained very low (0.23%) and the coverage ratio was very high.
Strategy and objectives in 2015
|
|
|
Increase lending to the corporate segment, global customers and big companies in the country. |
|
|
|
Promote the development of advisory services for investment banking and financial structuring for public infrastructure works through public-private funded projects. |
|
|
|
Continue developing auto finance, in a stable economic environment and of sustained growth.
|
Banco Santander de Negocios Colombia, the Groups new subsidiary in the country, began to
operate in January 2014.
Colombia is an important market for Grupo Santander. It is the third most populated country in Latin America and has a high
growth potential, due to the countrys plans for infrastructure and economic and social development. Foreign direct investment in the country underscores this potential; there is growing interest among companies to set up in Colombia.
The new bank has capital of $100 million. Its target market is the corporate and business one, with a special
emphasis on global customers, customers of the Groups International Desk and those local customers becoming more international.
Banco Santander de
Negocios Colombia has a banking licence that allows it to operate as a local bank for all purposes. It focuses on offering investment banking products, treasury and risk hedging products, foreign trade financing and working capital products in local
currency, such as confirming.
|
|
|
|
|
154 |
|
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|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
United States
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
4,642 |
|
|
|
4,172 |
|
|
|
471 |
|
|
|
11.3 |
|
|
|
11.2 |
|
Net fees |
|
|
683 |
|
|
|
600 |
|
|
|
83 |
|
|
|
13.9 |
|
|
|
13.7 |
|
Gains (losses) on financial transactions |
|
|
162 |
|
|
|
96 |
|
|
|
66 |
|
|
|
69.5 |
|
|
|
69.4 |
|
Other operating income* |
|
|
155 |
|
|
|
(6 |
) |
|
|
161 |
|
|
|
|
|
|
|
|
|
Gross income |
|
|
5,643 |
|
|
|
4,861 |
|
|
|
781 |
|
|
|
16.1 |
|
|
|
16.0 |
|
Operating expenses |
|
|
(2,031 |
) |
|
|
(1,887 |
) |
|
|
(145 |
) |
|
|
7.7 |
|
|
|
7.6 |
|
General administrative expenses |
|
|
(1,813 |
) |
|
|
(1,705 |
) |
|
|
(107 |
) |
|
|
6.3 |
|
|
|
6.2 |
|
Personnel |
|
|
(1,029 |
) |
|
|
(958 |
) |
|
|
(71 |
) |
|
|
7.4 |
|
|
|
7.3 |
|
Other general administrative expenses |
|
|
(784 |
) |
|
|
(747 |
) |
|
|
(36 |
) |
|
|
4.9 |
|
|
|
4.7 |
|
Depreciation and amortisation |
|
|
(219 |
) |
|
|
(181 |
) |
|
|
(38 |
) |
|
|
20.7 |
|
|
|
20.6 |
|
Net operating income |
|
|
3,611 |
|
|
|
2,975 |
|
|
|
636 |
|
|
|
21.4 |
|
|
|
21.3 |
|
Net loan-loss provisions |
|
|
(2,233 |
) |
|
|
(1,520 |
) |
|
|
(713 |
) |
|
|
46.9 |
|
|
|
46.8 |
|
Other income |
|
|
11 |
|
|
|
(85 |
) |
|
|
95 |
|
|
|
|
|
|
|
|
|
Profit before taxes |
|
|
1,389 |
|
|
|
1,370 |
|
|
|
19 |
|
|
|
1.4 |
|
|
|
1.3 |
|
Tax on profit |
|
|
(370 |
) |
|
|
(395 |
) |
|
|
26 |
|
|
|
(6.5 |
) |
|
|
(6.6 |
) |
Profit from continuing operations |
|
|
1,019 |
|
|
|
975 |
|
|
|
45 |
|
|
|
4.6 |
|
|
|
4.5 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
1,019 |
|
|
|
975 |
|
|
|
45 |
|
|
|
4.6 |
|
|
|
4.5 |
|
Minority interests |
|
|
219 |
|
|
|
174 |
|
|
|
46 |
|
|
|
26.3 |
|
|
|
26.2 |
|
Attributable profit to the Group |
|
|
800 |
|
|
|
801 |
|
|
|
(1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans** |
|
|
67,175 |
|
|
|
57,374 |
|
|
|
9,801 |
|
|
|
17.1 |
|
|
|
3.1 |
|
Trading portfolio (w/o loans) |
|
|
926 |
|
|
|
149 |
|
|
|
777 |
|
|
|
521.6 |
|
|
|
447.3 |
|
Available-for-sale financial assets |
|
|
12,695 |
|
|
|
8,978 |
|
|
|
3,716 |
|
|
|
41.4 |
|
|
|
24.5 |
|
Due from credit institutions** |
|
|
2,462 |
|
|
|
1,649 |
|
|
|
813 |
|
|
|
49.3 |
|
|
|
31.5 |
|
Intangible assets and property and equipment |
|
|
6,858 |
|
|
|
2,144 |
|
|
|
4,715 |
|
|
|
219.9 |
|
|
|
181.7 |
|
Other assets |
|
|
6,864 |
|
|
|
6,474 |
|
|
|
390 |
|
|
|
6.0 |
|
|
|
(6.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
96,982 |
|
|
|
76,768 |
|
|
|
20,213 |
|
|
|
26.3 |
|
|
|
11.2 |
|
Customer deposits** |
|
|
46,575 |
|
|
|
39,206 |
|
|
|
7,369 |
|
|
|
18.8 |
|
|
|
4.6 |
|
Marketable debt securities** |
|
|
16,000 |
|
|
|
11,989 |
|
|
|
4,010 |
|
|
|
33.4 |
|
|
|
17.5 |
|
Subordinated debt** |
|
|
772 |
|
|
|
1,225 |
|
|
|
(453 |
) |
|
|
(37.0 |
) |
|
|
(44.5 |
) |
Insurance liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to credit institutions** |
|
|
17,254 |
|
|
|
11,966 |
|
|
|
5,288 |
|
|
|
44.2 |
|
|
|
26.9 |
|
Other liabilities |
|
|
5,910 |
|
|
|
4,464 |
|
|
|
1,446 |
|
|
|
32.4 |
|
|
|
16.5 |
|
Shareholders equity*** |
|
|
10,472 |
|
|
|
7,918 |
|
|
|
2,554 |
|
|
|
32.2 |
|
|
|
16.4 |
|
Other managed and marketed customer funds |
|
|
7,552 |
|
|
|
5,392 |
|
|
|
2,160 |
|
|
|
40.1 |
|
|
|
23.3 |
|
Mutual and pension funds |
|
|
1,640 |
|
|
|
807 |
|
|
|
833 |
|
|
|
103.3 |
|
|
|
78.9 |
|
Managed portfolios |
|
|
5,912 |
|
|
|
4,585 |
|
|
|
1,327 |
|
|
|
28.9 |
|
|
|
13.5 |
|
Managed and marketed customer funds |
|
|
70,897 |
|
|
|
57,811 |
|
|
|
13,086 |
|
|
|
22.6 |
|
|
|
8.0 |
|
|
|
|
|
|
|
Ratios (%) and operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROE |
|
|
7.96 |
|
|
|
9.04 |
|
|
|
(1.09 |
) |
|
|
|
|
|
|
|
|
Efficiency ratio (with amortisations) |
|
|
36.0 |
|
|
|
38.8 |
|
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
NPL ratio |
|
|
2.54 |
|
|
|
3.09 |
|
|
|
(0.55 |
) |
|
|
|
|
|
|
|
|
NPL coverage |
|
|
192.8 |
|
|
|
148.1 |
|
|
|
44.7 |
|
|
|
|
|
|
|
|
|
Number of employees |
|
|
15,919 |
|
|
|
15,334 |
|
|
|
585 |
|
|
|
3.8 |
|
|
|
|
|
Number of branches |
|
|
811 |
|
|
|
821 |
|
|
|
(10 |
) |
|
|
(1.2 |
) |
|
|
|
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
(**) |
Including all on-balance sheet balances for this item |
(***) |
Not including profit of the year |
|
|
|
|
|
|
|
|
|
155 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
United States (changes in dollars) |
|
|
|
Attributable profit of $1,061 million virtually unchanged from 2013. Before minority interests, profit was up 4.5%. |
|
|
|
Gross income increased 16.0%, with improvements in all lines. |
|
|
|
Operating expenses rose 7.6%, largely due to those associated with regulatory compliance. |
|
|
|
Loan-loss provisions were 46.8% higher because of SCUSA. |
|
|
|
Santander Banks loans to companies increased and the structure of funds was improved. |
|
|
|
Notable growth in originations and sales at SCUSA, due to the strategic alliance with Chrysler. |
The perimeter
of Santander US includes retail banking activity, via Santander Bank and Banco Santander Puerto Rico, and consumer finance business, via Santander Consumer USA (SCUSA).
The business model of Santander Bank, with 705 branches and two million customers, focuses on retail customers and companies. It conducts business in the
north east of the US, an area that generates 22% of the countrys GDP.
Santander Puerto Rico has 54 branches, 410,000 customers and market shares of
10.0% in lending and 11.7% in deposits, as well as a network of 52 shops that tend to consumer customers. It focuses on individuals and companies.
SCUSA,
based in Dallas, specializes in consumer finance, mainly auto finance and leasing of new and used vehicles (mainly focused on retail customers, although also on vehicle dealers), and on consumer credits without guarantees, as well as servicing of
portfolios for third parties.
Economic environment
In 2014, business was conducted in an environment of faster growth. With interest rates at historic lows, this enabled the Feds quantitative stimulus
measures to be reduced and the dollar to
strengthen against the euro. With data at September and according to the FDIC Quarterly Banking Profile, total
lending rose 5%, strongly backed by commercial and industrial companies, cards and auto finance to individuals. The latter reflects, the rise in sales and auto finance for new and used vehicles. Deposits grew 5% with a higher weight of demand than
time deposits because of the interest rate environment.
Retail banking
Santander Bank and Banco Santander Puerto Rico conduct the retail banking strategy.
Santander Banks(*) strategy in 2014 centred on growth in loans to companies and consolidating the business derived from auto finance, and on increasing
and improving the quality of deposits. In addition, measures to optimise the balance sheet were implemented which will have a positive impact on results in the future.
Lending to commercial and industrial companies continued to grow, led by Global Banking and Markets. Auto finance operations were also consolidated, which is
expected to be one of the main sources of growth for Santander Bank over the coming years, obtaining synergies from the Groups global experience and the local one of SCUSA.
Of note in the retail segment was the good functioning of the innovative Extra20 product launched at the end of 2013. Its main objective is to capture
new customers, increase linkage and core deposits. Noteworthy in cards was the launch of the Bravo card, a product for high-income segments.
The
strategy in deposits focused on increasing demand deposits and reducing time deposits. In addition, government banking continued to perform well.
The
Banks balance sheet was restructured in the second half of the year, with the selling of $700 million of unproductive assets and securitising $2,100 million of mortgages. The results from these operations were used to reposition the balance
sheet in terms of profitability, cancelling historic long-term debt whose costs were above the markets.
All of this was reflected in the evolution
of lending, which would have risen 6% excluding the aforementioned balance sheet measures, as well as in deposit growth of 7% (+11% in core demand deposits).
|
|
|
|
|
156 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Santander Banks attributable profit fell 10.6% to $490 million.
Gross income declined 5.2%, affected by the reduction in the investments portfolio that impacted net interest income, as well as the decline in fee income
largely due to the new regulations on overdrafts.
Operating expenses were 9.7% higher, due to the need to adapt to regulatory requirements, as well as
investment in technology (ATMs, mobile banking and cards).
As regards credit quality, the performance remained good. The NPL ratio was 1.41% (-82 b.p. in
twelve months) and coverage 109%, reflecting the portfolios improved composition and strict risk management. As a result, provisions remained at very low levels.
Santander Puerto Rico stands out for its good credit quality, level of capitalisation, liquidity and quality of service.
The strategy of deleveraging led to a 16% fall in lending.
Attributable profit was $90 million, 12.1% less than in 2013, due to the recognition of deferred tax assets in 2013. Excluding them, pre-tax profit rose 5.2%.
The NPL ratio was 7.45% (+116 b.p. in the year) and coverage 56% (-6 p.p.).
Consumer finance
SCUSA completed in the first quarter of
2014 its public offering of shares and listing on the New York Stock Exchange.
SCUSA continued in 2014 its auto finance plan stemming from the agreement
with Chrysler, as well as actions and agreements that enabled it to continue to grow in consumer credit without guarantees. The strategy of the last few quarters was centred on increasing originations, but maintaining more stable on-balance sheet
balances, as a result of securitisations and sales of portfolios.
SCUSA continued to seek expansion opportunities in servicing, such as the agreement signed in the second quarter
of 2014 with Citizens Bank of Pennsylvania to sell the prime portfolio of auto finance, maintaining collection management. This operation joined the agreement already existing with Bank of America.
New lending rose 25% and on-balance sheet balances 13%, mainly due to the agreement with Chrysler in 2013. Lower growth in recent quarters.
This evolution was reflected in growth in gross income of 32.3%, which did not feed through fully to profits because of the 45.6% rise in provisions, partly
linked to greater new lending and the consumer credit portfolio without guarantee. Attributable profit was 16.5% higher at $481 million.
The NPL ratio
declined 38 b.p. to 3.97% and the coverage ratio was very high (296%, compared to 240% in 2013).
(*) |
Including Santander Holding USA. |
Strategy and objectives in 2015
|
|
|
In commercial banking (Santander Bank and Puerto Rico): |
|
|
|
In the retail segment, focus on capturing deposits and customer linkage. Consolidate Select. |
|
|
|
In companies and GBM, growth in commercial and industrial companies loans, and transactional deposits. |
|
|
In consumer finance (SCUSA): |
|
|
|
Consolidate the business in the agreement with Chrysler. |
|
|
|
In auto finance and leasing, strategy of loan originations to sell, maintaining a flat balance sheet. |
|
|
|
Increase servicing business for third parties. |
|
|
Strengthen the governance and control structures through more investments in technology, risks and regulatory compliance.
|
|
|
|
|
|
|
|
|
|
157 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
Corporate Activities
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
(1,937 |
) |
|
|
(2,223 |
) |
|
|
286 |
|
|
|
(12.9 |
) |
Net fees |
|
|
(37 |
) |
|
|
(50 |
) |
|
|
13 |
|
|
|
(26.2 |
) |
Gains (losses) on financial transactions |
|
|
1,456 |
|
|
|
1,186 |
|
|
|
270 |
|
|
|
22.8 |
|
Other operating income |
|
|
60 |
|
|
|
139 |
|
|
|
(79 |
) |
|
|
(56.9 |
) |
Dividends |
|
|
30 |
|
|
|
35 |
|
|
|
(5 |
) |
|
|
(13.8 |
) |
Income from equity-accounted method |
|
|
(28 |
) |
|
|
(10 |
) |
|
|
(18 |
) |
|
|
170.1 |
|
Other operating income/expenses |
|
|
58 |
|
|
|
114 |
|
|
|
(56 |
) |
|
|
(49.3 |
) |
Gross income |
|
|
(458 |
) |
|
|
(948 |
) |
|
|
490 |
|
|
|
(51.7 |
) |
Operating expenses |
|
|
(763 |
) |
|
|
(696 |
) |
|
|
(67 |
) |
|
|
9.7 |
|
General administrative expenses |
|
|
(653 |
) |
|
|
(555 |
) |
|
|
(98 |
) |
|
|
17.7 |
|
Personnel |
|
|
(243 |
) |
|
|
(221 |
) |
|
|
(22 |
) |
|
|
9.8 |
|
Other general administrative expenses |
|
|
(410 |
) |
|
|
(333 |
) |
|
|
(77 |
) |
|
|
23.0 |
|
Depreciation and amortisation |
|
|
(111 |
) |
|
|
(141 |
) |
|
|
31 |
|
|
|
(21.8 |
) |
Net operating income |
|
|
(1,221 |
) |
|
|
(1,644 |
) |
|
|
423 |
|
|
|
(25.7 |
) |
Net loan-loss provisions |
|
|
2 |
|
|
|
(201 |
) |
|
|
203 |
|
|
|
|
|
Other income |
|
|
(571 |
) |
|
|
(436 |
) |
|
|
(135 |
) |
|
|
30.8 |
|
Ordinary profit before taxes |
|
|
(1,790 |
) |
|
|
(2,282 |
) |
|
|
491 |
|
|
|
(21.5 |
) |
Tax on profit |
|
|
6 |
|
|
|
218 |
|
|
|
(212 |
) |
|
|
(97.4 |
) |
Ordinary profit from continuing operations |
|
|
(1,785 |
) |
|
|
(2,064 |
) |
|
|
279 |
|
|
|
(13.5 |
) |
Net profit from discontinued operations |
|
|
|
|
|
|
(0 |
) |
|
|
0 |
|
|
|
(100.0 |
) |
Ordinary consolidated profit |
|
|
(1,785 |
) |
|
|
(2,064 |
) |
|
|
279 |
|
|
|
(13.5 |
) |
Minority interests |
|
|
4 |
|
|
|
7 |
|
|
|
(3 |
) |
|
|
(43.1 |
) |
Ordinary attributable profit to the Group |
|
|
(1,789 |
) |
|
|
(2,071 |
) |
|
|
282 |
|
|
|
(13.6 |
) |
Net capital gains and provisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable profit to the Group |
|
|
(1,789 |
) |
|
|
(2,071 |
) |
|
|
282 |
|
|
|
(13.6 |
) |
|
|
|
|
|
Balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading portfolio (w/o loans) |
|
|
2,916 |
|
|
|
2,743 |
|
|
|
173 |
|
|
|
6.3 |
|
Available-for-sale financial assets |
|
|
7,285 |
|
|
|
10,676 |
|
|
|
(3,391 |
) |
|
|
(31.8 |
) |
Investments |
|
|
643 |
|
|
|
477 |
|
|
|
167 |
|
|
|
35.0 |
|
Goodwill |
|
|
27,548 |
|
|
|
24,254 |
|
|
|
3,294 |
|
|
|
13.6 |
|
Liquidity lent to the Group |
|
|
42,130 |
|
|
|
17,712 |
|
|
|
24,419 |
|
|
|
137.9 |
|
Capital assigned to Group areas |
|
|
72,189 |
|
|
|
65,088 |
|
|
|
7,100 |
|
|
|
10.9 |
|
Other assets |
|
|
56,127 |
|
|
|
61,880 |
|
|
|
(5,753 |
) |
|
|
(9.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets/liabilities & shareholders equity |
|
|
208,837 |
|
|
|
182,829 |
|
|
|
26,009 |
|
|
|
14.2 |
|
Customer deposits* |
|
|
5,279 |
|
|
|
2,851 |
|
|
|
2,428 |
|
|
|
85.2 |
|
Marketable debt securities* |
|
|
59,954 |
|
|
|
64,470 |
|
|
|
(4,516 |
) |
|
|
(7.0 |
) |
Subordinated debt* |
|
|
4,107 |
|
|
|
3,871 |
|
|
|
236 |
|
|
|
6.1 |
|
Other liabilities |
|
|
53,179 |
|
|
|
30,926 |
|
|
|
22,253 |
|
|
|
72.0 |
|
Group capital and reserves** |
|
|
86,318 |
|
|
|
80,711 |
|
|
|
5,608 |
|
|
|
6.9 |
|
Other managed and marketed customer funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual and pension funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Managed portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Managed and marketed customer funds |
|
|
69,340 |
|
|
|
71,192 |
|
|
|
(1,852 |
) |
|
|
(2.6 |
) |
|
|
|
|
|
Operating means |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of employees |
|
|
2,633 |
|
|
|
2,432 |
|
|
|
201 |
|
|
|
8.3 |
|
(*) |
Including all on-balance sheet balances for this item |
(**) |
Not including profit of the year |
|
|
|
|
|
158 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
PRINCIPAL SEGMENTS |
|
|
|
Loss of EUR 1,789 million in 2014. |
|
|
|
An improvement of 13.6% compared to the loss of EUR 2,071 million in 2013. |
|
|
|
This was due to improved net interest income from the lower cost of issues and trading gains (better results from management of assets and liabilities). |
Within Corporate Activities, the Financial Management area conducts the global functions of balance sheet management, both structural interest rate and
liquidity risk (the latter via issues and securitizations), as well as the structural position of exchange rates.
|
|
|
Interest rate risk is actively managed by taking market positions. This management seeks to soften the impact of interest rate changes on net interest income, and is done via bonds and derivatives of high credit quality
and liquidity and low consumption of capital. |
|
|
|
The objective of structural liquidity management is to finance the Groups recurring activity in optimum conditions of maturity and cost, maintaining an appropriate profile (in volumes and maturities) by
diversifying the funding sources. |
|
|
|
Management of the exposure to exchange rate movements in equity and in the counter value of units results in euros is also conducted on a centralized basis. This management (which is dynamic) is conducted through
exchange-rate derivatives, optimizing at all times the financial cost of hedging. |
Hedging of net investments in the capital of businesses
abroad aims to neutralize the impact on capital of converting into euros the balances of the main institutions that are consolidated and whose currency is not the euro.
The Groups policy seeks to immunize the impact, which, in situations of high volatility in the markets, sudden changes in interest rates would have on
these exposures of a permanent nature. The investments that are currently hedged are those in Brazil, UK, Mexico, Chile, US, Poland and Norway and the instruments used are spot, FX forwards or tunnel options. EUR 15,546 million are currently
hedged.
Exposures of a temporary nature those regarding results that the Groups units will contribute in the next 12 months in non-euro
currencies are also managed on a centralized basis in order to limit their volatility in euros.
Meanwhile and separately from the financial management described here, Corporate Activities manages all capital
and reserves and allocations of capital to each of the units, as well as providing the liquidity that some of the business units might need. The price at which these operations are carried out is the market rate (euribor or swap) plus the risk
premium, which in concept of liquidity, the Group supports for immobilizing the funds during the life of the operation.
Lastly, and marginally, the
equity stakes of a financial nature that the Group takes within its policy of optimizing investments are reflected in Corporate Activities.
The main
developments in the income statement were:
|
|
|
Net interest income was EUR 1,937 million negative compared to EUR 2,223 million negative in 2013. This improvement was due to the lower financial cost as a result of reduced outstanding average balance of
wholesale funds, after the capturing by the parent bank of funds at lower maturities and amortisations (directly related to existing customer deposits whith balances higher than those of loans). |
|
|
|
Trading gains, which incorporate those derived from the centralized management of the interest rate and exchange rate risk of the parent bank as well as that from equities, were EUR 1,456 million positive, 22.8%
more than in 2013. |
|
|
|
Operating expenses increased over the previous year because of the combined effect of stable recurring personnel costs (where the efficiency plans are producing their fruits), and the higher costs related to ongoing
corporate transactions, which are recorded in the Corporate Centre until their effective entry into force. Costs related to the implementation of the various regulations are also recorded here. |
|
|
|
Loan-loss provisions recorded a release of EUR 2 million in 2014 as against an allocation of EUR 201 million in 2013, a year when a charge was made related to the integration of banks in Spain.
|
|
|
|
Other income includes the net between various provisions and writedowns and positive results. This figure was EUR 571 million negative compared to EUR 436 million also negative in 2013. The difference was
mainly due to provisions for contingencies made in the fourth quarter of 2014. |
|
|
|
Lastly, the tax line recorded a recovery of EUR 6 million (EUR 218 million in 2013), as a result of higher taxes, associated with the higher results of business units in Spain.
|
|
|
|
|
|
|
|
|
|
159 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
|
|
|
Attributable profit of EUR 5,870 million, 21.8% more than in 2013. Excluding the exchange rate impact, growth was 26.4%, due to: |
|
|
|
Higher gross income from net interest income. |
|
|
|
The Group progressed in transforming retail banking via three drivers: |
|
|
|
Specialised management in segments: implementation of Santander Select, Santander Advance, Santander Trade and Santander Passport. |
|
|
|
Develop the multi channel distribution model. |
|
|
|
Improve the customer experience. |
Retail banking generated 85% of gross income and 72% of the attributable
profit of the Groups operating areas in 2014.
Strategy
Significant advances were made during 2014 in the programme to transform retail banking. The main elements are to improve the knowledge of our customers,
specialized management of each segment, develop a multi channel distribution model and continuous improvement in the customer experience, while fostering innovation and taking maximum advantage of the opportunities linked to Grupo Santanders
international positioning.
As regards deepening knowledge of customers, progress was made in improving our analytical skills and a new
commercial front was developed in order to put this knowledge at the disposal of all the channels and so enhance productivity and customer satisfaction.
This commercial tool, based on a best practice in Chile, is already being developed in Brazil, Spain, United States and United Kingdom. Installing the tool in
all these countries will be completed in 2015 and extended to the rest of the Group.
Based on better knowledge of customers, significant progress was
made in 2014 in installing the specialized models by segments. Advances were made on three fronts:
|
|
|
Expansion of the Select model for high-income clients. It was installed during 2014 in Argentina, Uruguay, Portugal, United States and Germany, bringing the total number of countries to 11 (tending to two million
customers). |
|
|
|
As part of the benefits for Select customers, we launched the Global Select debit card which received the prize for one of the Best Ideas of 2014 from the magazine Actualidad
Económica. |
|
|
|
Launch of the Advance programme to make us the reference partner for SMEs. This programme supports SMEs in their development and growth, offering a strong financial offer as well as non-financial support
measures. It was launched during 2014 in Spain, Mexico and Portugal and will be extended to the rest of the Groups countries during 2015. |
|
|
|
Launch of the Santander Trade Club and Santander Passport to put the Banks global reach at the service of our customers.
|
Retail Banking
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
28,493 |
|
|
|
27,745 |
|
|
|
748 |
|
|
|
2.7 |
|
|
|
7.0 |
|
Net fees |
|
|
7,700 |
|
|
|
7,817 |
|
|
|
(117 |
) |
|
|
(1.5 |
) |
|
|
3.4 |
|
Gains (losses) on financial transactions |
|
|
615 |
|
|
|
1,111 |
|
|
|
(497 |
) |
|
|
(44.7 |
) |
|
|
(41.8 |
) |
Other operating income* |
|
|
(177 |
) |
|
|
(330 |
) |
|
|
153 |
|
|
|
(46.4 |
) |
|
|
(44.2 |
) |
Gross income |
|
|
36,631 |
|
|
|
36,343 |
|
|
|
288 |
|
|
|
0.8 |
|
|
|
5.2 |
|
Operating expenses |
|
|
(16,659 |
) |
|
|
(16,948 |
) |
|
|
289 |
|
|
|
(1.7 |
) |
|
|
2.2 |
|
Net operating income |
|
|
19,972 |
|
|
|
19,395 |
|
|
|
577 |
|
|
|
3.0 |
|
|
|
7.9 |
|
Net loan-loss provisions |
|
|
(9,736 |
) |
|
|
(10,874 |
) |
|
|
1,138 |
|
|
|
(10.5 |
) |
|
|
(5.9 |
) |
Other income |
|
|
(1,335 |
) |
|
|
(1,057 |
) |
|
|
(279 |
) |
|
|
26.4 |
|
|
|
32.4 |
|
Profit before taxes |
|
|
8,901 |
|
|
|
7,464 |
|
|
|
1,437 |
|
|
|
19.2 |
|
|
|
24.5 |
|
Tax on profit |
|
|
(2,070 |
) |
|
|
(1,678 |
) |
|
|
(392 |
) |
|
|
23.4 |
|
|
|
29.6 |
|
Profit from continuing operations |
|
|
6,831 |
|
|
|
5,786 |
|
|
|
1,045 |
|
|
|
18.1 |
|
|
|
23.0 |
|
Net profit from discontinued operations |
|
|
(26 |
) |
|
|
(15 |
) |
|
|
(11 |
) |
|
|
73.2 |
|
|
|
70.2 |
|
Consolidated profit |
|
|
6,805 |
|
|
|
5,771 |
|
|
|
1,034 |
|
|
|
17.9 |
|
|
|
22.8 |
|
Minority interests |
|
|
935 |
|
|
|
952 |
|
|
|
(17 |
) |
|
|
(1.8 |
) |
|
|
4.2 |
|
Attributable profit to the Group |
|
|
5,870 |
|
|
|
4,819 |
|
|
|
1,050 |
|
|
|
21.8 |
|
|
|
26.4 |
|
|
|
|
|
|
|
Business volumes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans |
|
|
629,874 |
|
|
|
583,915 |
|
|
|
45,959 |
|
|
|
7.9 |
|
|
|
4.0 |
|
Customer deposits |
|
|
522,388 |
|
|
|
508,237 |
|
|
|
14,151 |
|
|
|
2.8 |
|
|
|
(0.6 |
) |
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
|
|
|
|
|
160 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
Retail Banking. Income statement
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross income |
|
|
Net operating income |
|
|
Attributable profit |
|
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
Continental Europe |
|
|
10,125 |
|
|
|
5.9 |
|
|
|
6.1 |
|
|
|
5,046 |
|
|
|
18.5 |
|
|
|
18.8 |
|
|
|
1,694 |
|
|
|
71.4 |
|
|
|
72.4 |
|
United Kingdom |
|
|
4,984 |
|
|
|
13.9 |
|
|
|
8.1 |
|
|
|
2,410 |
|
|
|
18.2 |
|
|
|
12.1 |
|
|
|
1,398 |
|
|
|
43.4 |
|
|
|
36.1 |
|
Latin America |
|
|
16,058 |
|
|
|
(9.4 |
) |
|
|
0.5 |
|
|
|
9,018 |
|
|
|
(12.0 |
) |
|
|
(2.7 |
) |
|
|
2,037 |
|
|
|
(5.2 |
) |
|
|
5.8 |
|
United States |
|
|
5,464 |
|
|
|
16.8 |
|
|
|
16.7 |
|
|
|
3,499 |
|
|
|
22.8 |
|
|
|
22.7 |
|
|
|
741 |
|
|
|
4.9 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retail Banking |
|
|
36,631 |
|
|
|
0.8 |
|
|
|
5.2 |
|
|
|
19,972 |
|
|
|
3.0 |
|
|
|
7.9 |
|
|
|
5,870 |
|
|
|
21.8 |
|
|
|
26.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Santander Trade Club was launched in the middle of 2014, helping to generate new
international business opportunities by facilitating connection between exporters and importers. The portal has received more than one million visitors.
Santander Passport is a specialized attention model, which enables our most international customers to be tended to in all
Santanders subsidiaries in the same way, taking advantage of the Groups international positioning
Multi channel retail banking continued to
be promoted so that customers can do business with the Bank in the most convenient way for them. Some examples include:
|
|
|
New and better commercial websites in Argentina, Spain, Portugal and United Kingdom. |
|
|
|
New mobile apps in Germany, Brazil, Poland, Puerto Rico and Uruguay and the new concept of simple mobile banking in the UK (Smartbank) and in Spain (sWallet). |
|
|
|
New services such as the virtual advisor in Poland which allows remote advising to customers, the customer-manager online collaboration in Spain and the possibility to make P2P payments between telephones in the UK,
Poland, Spain and Mexico. |
|
|
|
Launch of the digital manager in Spain, a tablet application that supports the commercial activity of company managers. |
In recognition of our value proposal in multi channels, the magazine Global Finance awarded our bank in Chile the prize for the best Latin American website
for financial products and in
payment of accounts and Santander Rio the best online bank in Argentina.
We continued to work in all countries to improve the customer experience. Of note was the UK, which, through its Simple, Personal and Fair programme
and the success of the 1|2|3 account, is improving on a sustained basis the customer satisfaction levels.
We also believe in the need to foster
innovation as the key driver for leading the market in a changing environment. Reflecting this philosophy, SANTANDER ideas:), a corporate social network that enables diversity, talent and the collective intelligence of all the Groups employees
to be better exploited.
Three challenges have been launched, related to transforming retail banking, improving the management of talent and transforming
branches, with the commitment to implement the best ideas generated by employees.
In the coming months, Santander will continue to make headway in the
process of transforming retail banks, moving toward an increasingly simple, personal and fair model.
Results
Attributable profit was EUR 5,870 million, 21.8% more than in 2013. Excluding the exchange rate impact, growth was 26.4%.
This evolution was due to the good evolution of the main lines of the income statement. Gross income rose 5.2%, spurred by net interest income (+7.0%);
control of costs, falling in real terms (-1.4%), and a 5.9% drop in loan-loss provisions.
Strategy and objectives in 2015
Continue the process of transforming the Groups retail banks, with a special focus on:
|
|
Knowing our customers better by improving our business intelligence skills. |
|
|
Strengthening the Santander franchise by implementing specialized models and global proposals. |
|
|
Progressing in the multi channel transformation of retail banks and promoting digital channels. |
|
|
All of this, with a clear focus on the customer experience and taking maximum advantage of the opportunities linked to Grupo Santanders international positioning.
|
|
|
|
|
|
|
|
|
|
161 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
|
|
|
Global Wholesale Banking |
|
|
|
Attributable profit of EUR 1,614 million (+10.0% and +16.3% in constant euros). Of note: |
|
|
|
Solid revenues (+2.5%) and sharp fall in loan-loss provisions (-41.4%), both in constant euros. |
|
|
|
Higher operating expenses from investment in franchises being developed. The efficiency ratio of 36.4% is a benchmark for the sector. |
|
|
|
The focus remained on customers (89% of revenues) and on managing risks, liquidity and capital. |
Santander
Global Banking & Markets (SGB&M) contributed 12% of the operating areas gross income and 20% of attributable profit.
Strategy
SGB&M maintained in 2014 the key pillars of its business model, focused on the customer, the global reach of the division and its interconnection
with local units, within active management of risk, capital and liquidity.
The main actions of SGB&M were focused on:
|
|
|
Developing together with Retail Banking a range of high value products for the various customer segments in all the Groups units. |
|
|
|
Promoting transaction business in the UK, US and Poland.
|
|
|
|
Strengthening the results of the franchise of customers in the rest of the countries in order to gain market share. |
|
|
|
Building the Financial Solutions & Advisory unit in order to provide an integral solution to customers advisory and structural financing needs. |
|
|
|
All with strict management of consumption of risk weighted assets in order to maximise the areas profitability. |
Results and activity
Attributable profit was 10.0%
higher at EUR 1,614 million. After eliminating the exchange rate impact, growth was 16.3%, fuelled by solid gross income and a sharp reduction in provisions.
Gross income rose 2.5%, backed by net interest income and fee income (+13.4% overall). The sharp fall in trading gains (-32.8%), due to the impact of markets
on operations with customers and valuation adjustments, reduced the visibility of revenues.
Operating expenses (+6.5%) reflect investments in high
potential markets, particularly in the UK and US. The combination of revenues and costs brought the efficiency ratio to 36.4%, levels that remain benchmarks for the sector, and net operating income was stable in constant euros (+0.4%).
The 41.4% drop in loan-loss provisions, basically due to Spain and Mexico, pushed up net operating income after provisions by 17.9%, and this growth fed
through to attributable profit.
These results were backed by the strength and diversification of customer revenues, which accounted for 89% of the
areas total and were 1.0% higher without the exchange rate impact (-2.9% in euros), with differences by business sub areas, as follows:
Global Wholesale Banking
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variation |
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
amount |
|
|
% |
|
|
% w/o FX |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
2,533 |
|
|
|
2,361 |
|
|
|
172 |
|
|
|
7.3 |
|
|
|
13.5 |
|
Net fees |
|
|
1,414 |
|
|
|
1,293 |
|
|
|
121 |
|
|
|
9.4 |
|
|
|
13.2 |
|
Gains (losses) on financial transactions |
|
|
747 |
|
|
|
1,154 |
|
|
|
(407 |
) |
|
|
(35.3 |
) |
|
|
(32.8 |
) |
Other operating income* |
|
|
302 |
|
|
|
279 |
|
|
|
23 |
|
|
|
8.4 |
|
|
|
8.2 |
|
Gross income |
|
|
4,997 |
|
|
|
5,088 |
|
|
|
(91 |
) |
|
|
(1.8 |
) |
|
|
2.5 |
|
Operating expenses |
|
|
(1,820 |
) |
|
|
(1,764 |
) |
|
|
(56 |
) |
|
|
3.2 |
|
|
|
6.5 |
|
Net operating income |
|
|
3,177 |
|
|
|
3,324 |
|
|
|
(147 |
) |
|
|
(4.4 |
) |
|
|
0.4 |
|
Net loan-loss provisions |
|
|
(546 |
) |
|
|
(953 |
) |
|
|
406 |
|
|
|
(42.7 |
) |
|
|
(41.4 |
) |
Other income |
|
|
(107 |
) |
|
|
(70 |
) |
|
|
(36 |
) |
|
|
51.6 |
|
|
|
47.7 |
|
Profit before taxes |
|
|
2,524 |
|
|
|
2,301 |
|
|
|
223 |
|
|
|
9.7 |
|
|
|
16.9 |
|
Tax on profit |
|
|
(689 |
) |
|
|
(637 |
) |
|
|
(52 |
) |
|
|
8.2 |
|
|
|
16.6 |
|
Profit from continuing operations |
|
|
1,835 |
|
|
|
1,664 |
|
|
|
171 |
|
|
|
10.3 |
|
|
|
17.0 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
1,835 |
|
|
|
1,664 |
|
|
|
171 |
|
|
|
10.3 |
|
|
|
17.0 |
|
Minority interests |
|
|
220 |
|
|
|
197 |
|
|
|
24 |
|
|
|
12.1 |
|
|
|
22.5 |
|
Attributable profit to the Group |
|
|
1,614 |
|
|
|
1,468 |
|
|
|
147 |
|
|
|
10.0 |
|
|
|
16.3 |
|
|
|
|
|
|
|
Business volumes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer loans |
|
|
86,589 |
|
|
|
85,390 |
|
|
|
1,199 |
|
|
|
1.4 |
|
|
|
(0.2 |
) |
Customer deposits |
|
|
84,496 |
|
|
|
61,427 |
|
|
|
23,068 |
|
|
|
37.6 |
|
|
|
36.5 |
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
|
|
|
|
|
162 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
Transaction Banking
Global Transaction Banking(1) increased its customer revenues by 2.8% in constant euros, with a good
contribution from most of activities in an environment of containment of spreads and low interest rates. The decline in euros was 2.3%, due to the impact of the depreciation of Latin American currencies.
By businesses, better evolution of trade finance, with strong growth in all countries. Of note was the UK, the units in Asia and the three large Latin
American countries, a region that in 2014, once again, obtained awards for certain transactions.
Of note was Santanders leadership in export
finance as a result of the help given to our customers in their large operations, as well as the strong growth in working capital solutions, a product in expansion in a context in which companies are aware of the competitive advantage generated by
effective management of their supply chain.
Notable operations in 2014 included: the participation as lead arranger in a 12-year $300 million loan with
the guarantee of the Multilateral Investment Guarantee Agency (MIGA); the participation as arranger in the Pemex bond of $1,000 million with a US Exim guarantee; as well as the signing of a $500 million receivable purchase programme with Vale, which
incorporates risk mitigation structures through a credit insurance policy of Euler Hermes.
The solid contribution of cash management business was also
maintained in 2014. Of note was the evolution of Brazil and Mexico, where Santander promoted a local offer combined with regional treasury management solutions, and there was an increasing contribution from the European units.
Custody and settlement also evolved well, strongly supported by the recovery in Spain and Brazils contribution. The contribution of basic financing
declined, however, due to a general containment of spreads in Europe, which was not offset by other countries.
Financing Solutions & Advisory
Financing Solutions & Advisory(2) increased its revenue contribution (+15.1% excluding
the exchange rate effect and +11.6% in euros), thanks to the solid evolution of its various businesses.
In project finance, Santander remained one of the worlds leading banks, actively contributing to the
adjustment of the business and of the market to the new regulatory and financing conditions. In 2014, SGBM again stood out in placing project bonds for Europe, Mexico and Brazil, which means moving toward a less capital-intensive business. Also
noteworthy were the results of the cooperation with the trade and export finance areas in structuring transactions that combine long-term financing with support for credit institutions (two deals closed in the year), as well as advisory activity,
mainly in Latin America, where the Bank is in the top positions in the league tables.
The most important operations include: issuance of a new $580
million project bond for a subsidiary of the Brazilian group Odebrecht where Santander acted as global coordinator and rating advisor; underwriting the tariff deficit and Capibara project in Spain; advice and future participation in the debt of
Ramones together with the Ventika I and II project in Mexico, and Renovas Alto Sertao II wind complex in Brazil.
In syndicated corporate loans,
Santander also maintained reference positions in Europe and Latin America. Of note was SGBMs participation throughout 2014 in syndicated loans for large companies such as Imperial Tobacco (£7,750 million) where it acted as underwriter,
bookrunner and mandated lead arranger; Bayer ($14,200 million), as mandated lead arranger and BSkyB, in two operations (EUR 6,500 million and £1,450 million), where it was mandated lead arranger.
In the capital market, and in response to the scenario of disintermediation currently facing the financial industry, Santander strengthened its origination
and distribution capacities, enabling it to lead the rankings in various countries and markets, from that of Brazilian issues in euros to one so specific and local as that of the Housing Associations in the UK. The issues in euros for the Treasuries
in Brazil and Chile, as well as for Codelco (the first by a Chilean company in 15 years), are good examples. In addition, SGBM continues to strengthen its global capacities with growth projects in the high-grade market in the US, private placements
and high yield in Europe.
In corporate finance, SGBM also took advantage of the Groups position in markets and customers to participate in
significant operations. Of note were advisory services for American Towers purchase of the Brazilian BR Towers; the capital increase of Fibra Uno in Mexico, the countrys second largest placement, where Santander acted as global
coordinator; the advisory services in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
Oranges public offering to acquire 100% of Jazztel, the offering of Endesa and FCCs capital
increase, all of them in Spain; as well as Enersiss takeover bid to increase its stake in Brazils Coelce.
Lastly, the business of A&CS
continued to increase its contribution to the Group in parallel with the growth in its portfolio of customers in all countries. Among the most notable operations was the leasing operation of three Boeing 777-300 ERs for Singapore Airlines and the
bridge equity financing of a MW 138 wind farm project in Mexico for Renovalia and First Reserve.
Global Markets
Global markets(3) reduced its total customer revenues by 12.2% (-9.1% without the exchange rate impact), largely due to the smaller contribution form European
units.
Positive evolution of revenues from the sales business, which accounted for more than half of the areas revenues, fuelled by double-digit
growth in constant euros in the three big Latin American countries. There were also rises, although more moderate, in Spain and UK. By type of customer, growth in the retail and institutional segments in all units, with a varied contribution from
the segment of corporate customers.
Sharp decline in revenues from the management of books in Europe, which was only partly offset by the rise for the
whole of Latin America. Of note by products was the rise in primary placement of credit issues and the fall in the secondary market books of flow products in Europe.
Greater contribution from equities, which increased customer revenues in constant euros, backed by the strength
of activity in Europe, both in the primary as well as the secondary market and offsetting the decline in Latin American countries. Weak organised derivative markets, where the Group has leadership positions in Spain (MEFF- Spanish Market of
Financial Futures) and in Mexico, with market share in settlement and execution of orders of more than 20% in all the listed assets (exchange rates, interest rates and stock market indexes).
Strategy and objectives in 2015
The main priorities in
2015 are:
|
|
|
Continue the 2014 lines of action: cooperation with retail networks; commitment to transaction banking; develop franchises with high potential (UK, US and Poland). |
|
|
|
Increase our range of credit products for corporate clients and investors. |
|
|
|
Advance in our coverage in Asia and the Andean region, in line with the Groups stronger activity in these areas.
|
Ranking in 2014
|
|
|
|
|
|
|
|
|
|
|
Activity |
|
Area |
|
Country / region |
|
Source |
Award |
|
Best Trade Advisor in Latin America |
|
GTB |
|
Latin America |
|
Trade Finance |
Award |
|
Best Supply Chain Finance Bank in Latin America |
|
GTB |
|
Latin America |
|
Trade Finance |
Award |
|
Best Commodity Finance Ban in Latin America |
|
GTB |
|
Latin America |
|
Trade Finance |
Award |
|
Best Export Finance Arrager in Latin America |
|
GTB |
|
Latin America |
|
Trade Finance |
Award |
|
Best Overall Trade Bank in Latin America |
|
GTB |
|
Latin America |
|
Trade Finance |
Award |
|
Best Trade Finance Bank in Latin America |
|
GTB |
|
Latin America |
|
GTR |
Award |
|
Americas Oil & Gas Deal of the Year: Los Ramones Sur |
|
FS & Advisory |
|
America |
|
Project Finance International |
Award |
|
Europe Power Deal of Year: Gemini |
|
FS & Advisory |
|
Europa |
|
Project Finance International |
Award |
|
Middle East & Africa Refinery Deal of the Year: Star Rafineri |
|
FS & Advisory |
|
Middle East y Africa |
|
Project Finance International |
Award |
|
North American Renewables Deal of the Year - Regulus |
|
FS & Advisory |
|
North America |
|
Infrastructure Journal |
Award |
|
SSAR Bond / Euro Bond: Spain´s 10Bn 10-year bond |
|
FS & Advisory |
|
Spain |
|
IFR |
Award |
|
Latin America Bond: Fibra Uno´s US$1Bn dual-tranche bond |
|
FS & Advisory |
|
Latin America |
|
IFR |
N1. |
|
Equities Research Iberia |
|
Global Markets |
|
Iberia |
|
Institutional Investors |
N1. |
|
Equities Research Iberia |
|
Global Markets |
|
Iberia |
|
Thomson Reuters Extel |
N1. |
|
Equities Sales Iberia |
|
Global Markets |
|
Iberia |
|
Thomson Reuters Extel |
N1. |
|
Equities Sales Trading Iberia |
|
Global Markets |
|
Iberia |
|
Thomson Reuters Extel |
N1. |
|
Equities Corporate Access Iberia |
|
Global Markets |
|
Iberia |
|
Thomson Reuters Extel |
(*).- |
Ranking according to survey selection criteria |
(1) |
Global Transaction Banking (GTB): includes the businesses of cash management, trade finance, basic financing and custody. |
(2) |
Financing Solutions & Advisory (FS&A): ): includes the units of origination and distribution of corporate loans or structured financing, the teams of origination of bonds and securitisation, the
corporate finance units (mergers and acquisitions, primary equity markets, investment solutions for corporate clients via derivatives), as well as asset & capital structuring. |
(3) |
Global Markets (GM): includes the sale and distribution of fixed income and equities, interest rates and inflation; trading and hedging of exchange rates and short-term money markets for the Groups
wholesale and retail customers; management of the books associated with distribution; and brokerage of equities and derivatives for investment and hedging solutions. |
|
|
|
|
|
164 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
|
|
|
Private Banking, Asset Management and Insurance |
|
|
|
Attributable profit of EUR 703 million (+18.4% more than in 2013). |
|
|
|
Without the perimeter effect (sale of 50% of fund management entities in 2013) and the exchange rate impact, profit would have been 31.3% higher. |
|
|
|
Total gross income for the Group (including that paid to the networks) represented 10% of the operating areas total and increased 6.8% on a like-for-like basis (perimeter and exchange rates). |
|
|
|
Private banking: recovery of gross income and lower provisions spurred attributable profit, which grew 16.9% in constant euros. |
|
|
|
Asset management: on a like-for-like basis, total gross income increased 22.4% and attributable profit doubled. |
|
|
|
Insurance: 2.9% growth in constant euros in total gross income plus value of business recognized via corporate operations. |
The areas attributable profit was EUR 703 million (8% of the operating areas total).
Strategy
Private Banking. The process of
developing and installing a homogeneous model, which offers comprehensive solutions for the financial needs of the Groups clients with the highest net worth, via commercial units specialized by countries and
supported by the Groups other global areas, continued during 2014. Its three basic pillars are:
|
|
|
Segmentation, as a tool to define a tailored and efficient value offer that also tends to the needs of the next generations. |
|
|
|
Customer linkage and satisfying customer needs. |
|
|
|
Decisive commitment to multi channels in an increasing digital environment. |
An important milestone in 2014
was integrating the three specialized networks in Spain, consolidating Santander as the reference for high net worth clients in the country.
Asset
Management. Under the strategic alliance with Warburg Pincus and General Atlantic to promote the global business of asset management, the area continued to advance in its marketing model, backed by the strength and knowledge of local markets. Of
note among the key aspects in 2014 were:
|
|
|
Review and general adjustment of the range of products, with a greater focus on clients and their saving-investment needs. |
|
|
|
An important effort in training commercial networks teams in order to strengthen the range of products and ensure their correct distribution in accordance with the features of each customer. |
|
|
|
Extending and consolidating investment solutions with profiled funds in eight of the Groups core countries, as well as launching specialized ranges for the Select segment in three of them.
|
Private Banking, Asset Management and
Insurance
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement |
|
2014 |
|
|
2013 |
|
|
Variation amount |
|
|
% |
|
|
% w/o FX |
|
Net interest income |
|
|
462 |
|
|
|
498 |
|
|
|
(36 |
) |
|
|
(7.3 |
) |
|
|
(5.6 |
) |
Net fees |
|
|
610 |
|
|
|
547 |
|
|
|
63 |
|
|
|
11.5 |
|
|
|
13.4 |
|
Gains (losses) on financial transactions |
|
|
32 |
|
|
|
43 |
|
|
|
(11 |
) |
|
|
(25.8 |
) |
|
|
(24.7 |
) |
Other operating income* |
|
|
402 |
|
|
|
343 |
|
|
|
59 |
|
|
|
17.2 |
|
|
|
23.6 |
|
Gross income |
|
|
1,506 |
|
|
|
1,431 |
|
|
|
75 |
|
|
|
5.2 |
|
|
|
8.0 |
|
Operating expenses |
|
|
(579 |
) |
|
|
(575 |
) |
|
|
(4 |
) |
|
|
0.8 |
|
|
|
2.1 |
|
Net operating income |
|
|
927 |
|
|
|
857 |
|
|
|
70 |
|
|
|
8.2 |
|
|
|
11.9 |
|
Net loan-loss provisions |
|
|
(0 |
) |
|
|
(50 |
) |
|
|
50 |
|
|
|
(99.2 |
) |
|
|
(99.2 |
) |
Other income |
|
|
(7 |
) |
|
|
(19 |
) |
|
|
12 |
|
|
|
(62.0 |
) |
|
|
(61.4 |
) |
Profit before taxes |
|
|
919 |
|
|
|
787 |
|
|
|
132 |
|
|
|
16.8 |
|
|
|
21.1 |
|
Tax on profit |
|
|
(193 |
) |
|
|
(171 |
) |
|
|
(22 |
) |
|
|
12.8 |
|
|
|
14.8 |
|
Profit from continuing operations |
|
|
726 |
|
|
|
616 |
|
|
|
110 |
|
|
|
17.9 |
|
|
|
23.0 |
|
Net profit from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated profit |
|
|
726 |
|
|
|
616 |
|
|
|
110 |
|
|
|
17.9 |
|
|
|
23.0 |
|
Minority interests |
|
|
23 |
|
|
|
22 |
|
|
|
1 |
|
|
|
4.6 |
|
|
|
14.2 |
|
Attributable profit to the Group |
|
|
703 |
|
|
|
594 |
|
|
|
109 |
|
|
|
18.4 |
|
|
|
23.3 |
|
(*) |
Including dividends, income from the equity-accounted method and other operating income/expenses |
|
|
|
|
|
|
|
|
|
165 |
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
Insurance. The area continued to advance in building a sustainable business model focused on the customer
and on their protection needs. The objective is to construct long-term relations of confidence on the basis of the customers experience; protection solutions tailored to each segment and an innovative model of multi channel marketing.
The focuses in 2014 were:
|
|
|
Increase the range of open market insurance, with a greater degree of segmentation and multi channel. With the launch in all countries of insurance products for different customer profiles, the main focus was on the
Select (high income) and Advance (SMEs) segments. |
|
|
|
Strengthen bancassurance business via strategic alliances with insurers that are global leaders, thereby enabling Santanders clients to access a larger and more innovative range of products. An agreement was
signed during 2014 with CNP to develop the insurance business of Santander Consumer Finance in Europe, and extend the cooperation agreement with Aegon to the Portuguese market. |
|
|
|
The strategic agreements with Zurich in five Latin American countries, with Aegon in Spain and Aviva in Poland continued to meet their goals. |
Results and activity
The whole area registered a trend of sustained improvement in gross income and spreads that resulted in the highest attributable profit in two years being
recorded in the fourth quarter.
Of note was the 5.2% growth in 2014 in gross income, which absorbed the lower perimeter (sale of 50% of the fund
management institutions in the fourth quarter of 2013) and the depreciation of Latin American currencies. Flat operating expenses and lower provisions lifted attributable profit by 18.4%. Eliminating these effects, growth was 11.2% and 31.3%,
respectively.
The areas total contribution to the Group by these three global businesses (including revenues recorded by the distribution networks)
amounted to EUR 4,528 million (+1.9% and +6.8% on a like-for-like basis and constant exchange rates). These revenues accounted for 10% of the operating areas total.
Private Banking. Attributable profit was EUR 319 million (+15.7% and +16.9% in constant euros), with a good evolution of gross income, operating
expenses and provisions.
Private Banking, Asset Management and
Insurance. Income statement
EUR Million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross income |
|
|
Net operating income |
|
|
Attributable profit |
|
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
|
2014 |
|
|
% |
|
|
% w/o FX |
|
Private Banking |
|
|
889 |
|
|
|
1.0 |
|
|
|
2.4 |
|
|
|
481 |
|
|
|
1.9 |
|
|
|
3.0 |
|
|
|
319 |
|
|
|
15.7 |
|
|
|
16.9 |
|
Asset Management |
|
|
162 |
|
|
|
29.8 |
|
|
|
33.7 |
|
|
|
121 |
|
|
|
50.0 |
|
|
|
57.0 |
|
|
|
114 |
|
|
|
36.8 |
|
|
|
43.1 |
|
Insurance |
|
|
455 |
|
|
|
6.7 |
|
|
|
12.2 |
|
|
|
325 |
|
|
|
7.0 |
|
|
|
14.4 |
|
|
|
270 |
|
|
|
14.9 |
|
|
|
24.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,506 |
|
|
|
5.2 |
|
|
|
8.0 |
|
|
|
927 |
|
|
|
8.2 |
|
|
|
11.9 |
|
|
|
703 |
|
|
|
18.4 |
|
|
|
23.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
ECONOMIC AND FINANCIAL REVIEW INFORMATION BY
SECONDARY SEGMENTS |
Excluding the exchange rate impact, gross income recovered, thanks to more commercial revenues (+3.9%) and
costs (+1.6%) rising at below the inflation rate. Net operating income increased 3.0% in constant euros and the efficiency ratio improved to 46%, a reference for the sector. Lastly, the sharp fall in loan-loss provisions explains the rate of
profit growth.
Strategy and objectives in 2015
Private Banking
The global business of private
banking will continue to focus on consolidating the comprehensive advisory model which increase in the number of clients and their level of satisfaction and assets under management. Key aspects of this strategy are the development of:
|
|
|
a value offer that includes transaction banking, financing and investment advice. |
|
|
|
a technological platform that guarantees the quality of services provided and adjusts the recommendations to the customers risk profile. |
Of note were the greater contributions of Spain and Portugal and in Latin America of Brazil and Chile (flatter contributions from the rest of units).
Asset Management. Attributable profit was EUR 114 million, 36.8% more than in 2013, after absorbing the sale of 50% of the fund management
entities and the depreciation of Latin American currencies. On a like-for-like basis in terms of the perimeter and exchange rates, attributable profit doubled (+100.4%), basically due to the greater contribution of the shared fund management
entities.
Total gross income including the fee income paid to the networks was EUR 1,039 million, 13.3% more than in 2013 (+22.4% with constant
perimeter and exchange rates).
The rise in the business volume contributed to this. Total funds marketed and managed were 17% higher than in 2013 at EUR
162,000 million at constant exchange rates, of which EUR 136,000 million were mutual and pension funds, and the rest clients managed portfolios. Three countries have three-quarters of the business:
|
|
|
Spains assets under management increased 21% to EUR 59,000 million. Of note is Santander Asset Management which, backed by capturing of mixed and profiled products (four funds in the years top 10),
consolidated its leadership. |
|
|
|
In Latin America, Brazils assets amounted to EUR 50,000 million (15% in local currency), spurred by the high income and corporate segments. |
|
|
|
Mexicos managed assets increased 10% to EUR 11,500 million, due to robust demand for the profiled funds Select and Elite during the year
|
Strategy and objectives in 2015
Asset Management
|
|
|
Continue to build a sustainable business model on the foundations of the institutional and distribution capacities of the strategic alliance underway. |
|
|
|
Continue with the extension to the markets where the Group operates of more diversified profiled solutions that are tailored to the different customer segments in order to offer them greater value added.
|
Of note among the rest of units was the high growth in volumes in local currency of Chile (+35%), Portugal (+23%) and
United States (+25%).
Insurance posted an attributable profit of EUR 270 million, 14.9% more than in 2013. Eliminating the exchange rate
effect, attributable profit was 24.0% higher, strongly backed by the greater contribution of joint venture insurers (at 50%) in the strategic alliances.
In terms of the total contribution to the Group, the revenues generated by business (including fee income paid to the networks) amounted to EUR
2,600 million, 2.9% more than in 2013 at constant exchange rates (-1.7% in current euros).
There was a similar evolution of the total result for the
Group (pre-tax profit plus fee income paid to the networks), which increased 3.0% in constant euros. The evolution by geographic area varied
|
|
|
Europes contribution was 0.4% lower. The better evolution of Santander Consumer Finance (+5.8%) and Poland (+42%) offset the declines in Spain, Portugal and United Kingdom. |
|
|
|
Latin Americas contribution was up 8.1% in an increasingly strict regulatory environment. Greater impact in Chile (-4.1%). The rest of countries continued to increase their total contribution, particularly Mexico
(+18.5%). |
Strategy and objectives in 2015
Insurance
|
|
|
Increase the customer linkage of the Groups units, with a range of more segmented products tailored to clients needs. |
|
|
|
Facilitate contracting via any of the channels available in the Bank. |
|
|
|
Boost the weight of non-linked protection products. |
|
|
|
Extract the maximum value from the strategic alliances with world insurance leaders in the development of a sustainable business model.
|
|
|
|
|
|
|
|
|
|
167 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT EXECUTIVE
SUMMARY |
Executive summary
|
|
|
Grupo Santanders risk management and control principles |
|
pages 177 to 178 |
|
|
|
Group Wide Risk Management (GWRM): comprehensive risk management integrated at all levels of the Group, efficiently aligning the strategic business objectives with a medium-low and stable risk profile.
|
|
|
|
Integration of the risk culture throughout the Group, driven by senior management and with remuneration frameworks aligned with the risk appetite.
|
|
|
|
The risk function is independent of the business functions. |
|
|
|
Powers and attributions with collegiate decisions that ensure opinions are contrasted. |
|
|
|
Formulation and monitoring of the risk appetite, analysis of scenarios using advanced models and metrics, establishing a framework of control, reporting and scaled that identifies the risks.
|
|
|
|
|
|
Regulatory capital |
|
|
pages 275 to 280 |
|
|
|
|
The CET1 (Base III fully loaded) was 9.7% following the January 9, 2015 capital increase of EUR 7,500 million to support the Groups organic growth plans. |
|
|
|
The Comprehensive Assessment underscored the resilience of the Groups balance sheet. |
|
|
|
Marginal adjustment (4 b.p. in CET1) of the AQR, reflecting correct classification of the risks and adequate coverage. |
|
|
|
CET1 deterioration of only 29 b.p. in the stress tests, the smallest impact among our euro zone peers.
|
|
|
|
|
|
Liquidity risk and funding |
|
|
pages 245 to 258 |
|
|
|
|
Santander has a comfortable liquidity position, backed by its commercial strength and model of autonomous subsidiaries, with a high level of customer deposits. |
|
|
|
The net loan-to-deposit ratio at the Group level remained at very comfortable levels (113%). |
|
|
|
In a more favourable market environment, with abundant liquidity at lower cost, greater recourse in 2014 to medium and long-term wholesale funding: 18 units issuing in 15 countries and 13 currencies. |
|
|
|
Compliance ahead of schedule with the regulatory requirements, and further rise in the Groups liquidity reserve to EUR 230,000 million.
|
|
|
|
|
|
170 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT EXECUTIVE
SUMMARY |
|
|
|
Improved credit risk profile |
|
pages 194 to 222 |
|
|
|
More than 80% of risk is with commercial and retail banking. |
|
|
|
High geographic diversification and by sectors |
|
|
|
Group NPL ratio of 5.19%, 45 b.p. lower than in 2013. Of note Brazil (-59 b.p.), UK (-19 b.p.) and Spain (-11 b.p.). |
|
|
|
Coverage ratio of 67% (+5 p.p.). |
|
|
|
Provisions at the end of the year stood at EUR 10,562 million, and fell in all the large units. |
|
|
|
Cost of credit 1.43% (1.53% end of 2013). |
Main magnitudes
|
|
|
Market trading and structural risks |
|
pages 223 to 244 |
|
|
|
|
|
The average VaR in trading activity of global wholesale banking
remained at low levels due to the customer service focus and geographic diversification.
The balance sheet structure enabled the changes in interest rates to have a low impact
on net interest income and equity value.
Coverage levels of the core capital ratio at around 100%, in the face of exchange rate
movements. |
|
|
|
|
|
|
|
|
|
171 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT |
This management report provides extensive information on the risks facing the Group, the way in which they are
managed and controlled and how they are affecting the Groups activity and results. The actions taken by the Bank to minimise their occurrence and mitigate their severity are also set out.
In line with the best market practices, a map is included for navigating that enables the reader to track the main issues discussed in this risk management
report through various documents published by the Group: Annual report, Auditors
report and annual consolidated accounts and Pillar 3. In this same line of fostering transparency, the IPR includes a glossary of terms that set out the basic terminology of risks used in this
chapter, as well as in the IPR itself.
The appendix at the end of this report has a table showing the location in the information published by Grupo
Santander of the recommendations of the Enhanced Disclosure Task Force (EDTF), promoted by the Financial Stability Board.
|
|
|
|
|
172 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT |
Map for navigating Grupo Santaders documents with risk management and control information
|
|
|
|
|
|
|
|
|
Block |
|
Points |
|
Annual Report |
|
Audit Report & Annual accounts |
|
IPR (Pillar III) |
ECB comprehensive assessment |
|
ECB comprehensive assessment |
|
Page 174 |
|
Note 54.10 |
|
Section 5 |
|
|
|
|
|
Corporate principles |
|
Corporate principles of risk management and control |
|
Page 177 |
|
Note 54.1 |
|
Section 5 |
|
|
|
|
|
Corporate governance of the risk function |
|
Corporate governance of the risk function |
|
Page 179 |
|
Note 54.2 |
|
Sections 5 and 6 |
|
|
|
|
|
|
|
Map of risks |
|
Page 182 |
|
|
|
|
|
|
Group Wide Risk Management (GWRM) |
|
Page 183 |
|
|
|
|
|
|
Risk assessment |
|
Page 183 |
|
|
|
|
|
|
Risk appetite and structure of limits |
|
Page 184 |
|
|
|
|
|
|
|
|
|
Management model and control of risks |
|
Analysis of scenarios |
|
Page 187 |
|
Note 54.3 |
|
Section 13 |
|
|
Viability plans and living wills |
|
Page 188 |
|
|
|
|
|
|
Independent reporting |
|
Page 188 |
|
|
|
|
|
|
Internal control framework |
|
Page 189 |
|
|
|
|
|
|
Risk culture |
|
Page 190 |
|
|
|
|
|
|
|
|
|
Risk environment |
|
Risk environment |
|
Page 192 |
|
|
|
|
|
|
|
|
|
|
|
Introduction to the treatment of credit risk |
|
Page 194 |
|
|
|
|
|
|
Main magnitudes and evolution (risk map, evolution, conciliation, |
|
Page 194 |
|
|
|
|
|
|
geographic distribution and segmentation, management metrics) |
|
|
|
|
|
|
|
|
Detail of main markets: UK, Spain, Brazil |
|
Page 203 |
|
|
|
|
|
|
Other risk credit risk optics (credit risk by activities in financial markets, concentration risk, country risk, sovereign risk and environmental risk) |
|
Page 210 |
|
Note 54.4 and other notes |
|
|
Credit risk |
|
Credit risk cycle (pre-sale, sale and post sale) |
|
Page 218 |
|
and related information |
|
Sections 7 and 8 |
|
|
Risk study and process of credit rating, and planning and setting of limits (analysis of scenarios) |
|
Page 218 |
|
|
|
|
|
|
Decision on operations (mitigation techniques of credit risk) |
|
Page 219 |
|
|
|
|
|
|
Monitoring, measurement and control |
|
Page 220 |
|
|
|
|
|
|
Recovery management |
|
Page 222 |
|
|
|
|
|
|
|
|
|
|
|
Activities subject to market risk and types of market risk |
|
Page 223 |
|
|
|
|
|
|
Trading market risks |
|
Page 224 |
|
|
|
|
|
|
Main magnitudes and evolution |
|
Page 224 |
|
|
|
|
|
|
Methodologies |
|
Page 234 |
|
Note 54.5 |
|
|
Trading market risk |
|
System for controlling limits |
|
Page 235 |
|
and other notes |
|
Section 9 |
and structural risk |
|
Structural risk balance sheet |
|
Page 236 |
|
and related |
|
|
|
|
Main magnitudes and evolution |
|
Page 236 |
|
information |
|
|
|
|
Methodologies |
|
Page 240 |
|
|
|
|
|
|
System of control of limits |
|
Page 241 |
|
|
|
|
|
|
Pension, actuarial and fiduciary risks |
|
Page 241 |
|
|
|
|
|
|
|
|
|
|
|
Introduction to the treatment of liquidity and funding risk |
|
Page 245 |
|
|
|
|
|
|
Liquidity management framework. Monitoring and control of liquidity risk |
|
|
|
Note 54.6 |
|
|
Liquidity risk and funding |
|
(organisational and governance model, analysis of the balance sheet and liquidity risk measurement, management adapted to business needs) |
|
Page 246 |
|
and other notes and related |
|
Section 10 |
|
|
Financing strategy and evolution of liquidity in 2014 |
|
Page 250 |
|
information |
|
|
|
|
Funding outlook for 2015 |
|
Page 258 |
|
|
|
|
|
|
|
|
|
|
|
Definition and objectives. Corporate governance and organisational model Risk management model and control of operational risk |
|
Page 259 |
|
|
|
|
|
|
(management cycle, identification model, measurement and risk assessment, implementation of the model, reporting system) |
|
Page 260 |
|
Note 54.7 |
|
|
Operational risk |
|
|
|
|
|
and other notes |
|
Section 11 |
|
|
|
|
|
|
and related |
|
|
|
|
Evolution of the main metrics. Mitigation |
|
Page 263 |
|
information |
|
|
|
|
measures. Business continuity plan |
|
|
|
|
|
|
|
|
Other aspects of control and monitoring of operational risk |
|
Page 266 |
|
|
|
|
|
|
|
|
|
|
|
Definitions and objectives. Corporate governance and organisational model |
|
Page 268 |
|
|
|
|
|
|
Risk appetite model and regulatory risk assessment exercise |
|
Page 269 |
|
Note 54.8 |
|
|
Compliance, conduct |
|
|
|
|
|
and other notes |
|
|
and reputational risk |
|
Risk management model (anti-money laundering and terrorist |
|
|
|
and related |
|
Section 12 |
|
|
financing, marketing of products and services, conduct in the securities |
|
Page 269 |
|
information |
|
|
|
|
markets, corporate defence, relationship with supervisors) |
|
|
|
|
|
|
|
|
|
|
|
Model risk |
|
Model risk |
|
Page 274 |
|
Note 54.9 |
|
|
|
|
|
|
|
Capital management |
|
New regulatory framework |
|
Page 277 |
|
Note 54.10 |
|
|
and capital risk control |
|
Economic capital |
|
Page 277 |
|
and other notes |
|
Sections 2 and 5 |
|
Planning of capital and stress test |
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and related information |
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Appendix: |
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EDTF transparency |
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EDTF table of recommendations |
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RISK MANAGEMENT REPORT ECB COMPREHENSIVE
ASSESSMENT |
1. ECB comprehensive assessment
ECB comprehensive assessment
The European Central Bank began in October 2013 its comprehensive assessment with a view to launching as of November 4, 2014 the Single Supervisory
Mechanism. This exercise submitted banks to an assessment of their risk, an analysis of their asset quality and a stress test. Its objective is to enhance transparency, control and credibility, so that the results strengthen private sector
confidence in the solvency of European banks and in the quality of their balance sheets.
The EUs main banks participated, on the basis of meeting
at least one of the following criteria: (1) Assets of more than EUR 30,000 million, (2) assets of more than 20% of the GDP of their country of origin and (3) being one of the three largest banks in a Member State.
The comprehensive assessment was based on three pillars:
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Risk Assessment: prior evaluation of the business model and the most relevant risks, including those related to liquidity, leverage and funding. Each banks risk profile was taken into account, their
relationship with other banks and their vulnerability to external factors. |
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Asset Quality Review (AQR): qualitative and quantitative analysis of credit and market exposure at the end of 2013, including off-balance sheet assets, non-performing loans, refinancings and sovereign risk. Its
objective is to assess whether the provisions and valuation of the collateral of credit exposure are adequate, as well as assess the complex instruments and high-risk assets. It was structured in three phases: |
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Portfolio selecion: at the proposal of each countrys authorities, the portfolios to be included in the analysis were selected, complying with criteria on coverage at the bank level. |
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Execution: validation of the integrity of the data provided, assessment of the guarantees, and recalculation of the provisions and risk weighted assets.
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Verification: analysis of the consistency in order to ensure the comparability of the results of all the portfolios and all banks in the European Union. Also included was an analysis of the control of quality,
guidelines and definitions. |
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Stress Test: analysis of the capacity of each bank to withstand an adverse scenario, carried out in conjunction with the European Banking Authority (EBA). |
The exercise establishes baseline and adverse scenarios which impact a banks performance, including its risks (credit, market, sovereign, securitisation
and cost of funding), with a three-year time scale (2014-2016), using data at the end of 2013 and adjusted by the asset quality review. The adverse macroeconomic scenario took into account some systemic risks for the banking sector such as an
increase in global bond yields, especially those linked to emerging economies or a further deterioration of asset quality in countries with weaker fundamentals and vulnerable financial sectors.
The minimum capital (CET1) is set at 8% in the baseline scenario and 5.5% in the adverse scenario, in accordance with the definition of Basel III (CRD IV/CRR)
and its gradual schedule of introduction (phase-in).
The stress test results are based on scenarios defined in the methodology and are not forecasts of
financial performance or capital ratios. The stress test is based on common methodology designed by the European Banking Authority, which includes a key hypothesis for simplifying the exercise (for example, a static balance sheet, a dividend
distribution similar to the average of the last three years and valuation adjustments in sovereign debt).
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Stress test 2014 basic data for the European Union as
a whole (EBA perimeter)
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Sample |
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Impact CET1 fully loaded |
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Capital shortfall |
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123 banks |
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AQR: -40 p.b. |
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Maximum: EUR 24.6 billion |
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EUR 28 trillion of assets (70% of EU banking system) |
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Adverse scenario: -230 p.b.
Total: -270 p.b. |
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Current: EUR 9.5 billion (after 2014 measures) |
Results of the ECBs comprehensive assessment of Banco Santander
The ECBs comprehensive assessment of Banco Santander underscored the quality of its portfolios, the correct valuation of assets and adequate provisions,
as well as the strength of its business model in the event of adverse macroeconomic scenarios.
As regards the Asset Quality Review, 16 large
credit portfolios of several countries and various segments (residential, SMEs, corporates) which represented more than 50% of credit risks were analysed. Procedures and policies were revised, samples taken and cases reviewed, properties and
guarantees assessed, as well as reviewing assessment of the trading portfolio.
The adjustment required as a result of this exhaustive analysis was
marginal on the CET1 (-4 b.p.), the smallest impact among our peers and far from the average for the Spanish banking system (-40 b.p.). All of this reflects the correct classification and valuation of assets, as well as the adequate level of
provisions for risks.
Furthermore, in terms of level 3 assets we are the bank with the least weight among the large European banks (0.13% of total
assets), resulting from the low complexity of our balance sheet and our retail banking model.
As regards the stress tests, Santander comfortably exceeded the scenarios, particularly the adverse (and
unlikely) one.
In the baseline scenario, Santander is one of the banks that generates the most capital in the three-year period (+161 b.p.). Its CET1
ratio reaches 12% in 2016. The surplus of capital over the minimum required in this scenario (8%) is around EUR 22,000 million, among the highest.
In the adverse scenario, Santander is the bank with the least negative impact among the major European banks. Its CET1 ratio in 2016 drops by 143 b.p. to
8.95%, which represents a surplus of 345 b.p. or EUR 19,456 million over the minimum requirement (5.5%). This is also among the systems highest.
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Considering the fully loaded version of the CET1 ratio, i.e., anticipating the Basel III impact, the results
continue to be very satisfactory for the Group:
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In the baseline scenario, Santander is the second bank that generates the most capital over the period (+291 b.p.). Its CET1 ratio reaches 10.57% in 2016, which represents a surplus of around EUR 14,000 million
over the minimum requirement in this scenario. |
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In the adverse scenario, Santander is the bank with the least negative impact among the big European banks. Its CET1 ratio drops by only 33 b.p. to 7.33%, which represents a surplus of 183 b.p. or EUR
10,320 million over the minimum requirement (5.5%).
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In short, the marginal adjustments from the AQR, the low impact in the scenarios envisaged in the stress tests
and the capital surpluses make Grupo Santander stand out among its peers and confirm that it is operating with adequate levels of capital for its business model and medium-low risk profile.
The comprehensive assessment was the latest stress test to which Grupo Santander was submitted during the recent economic crisis. All of them showed that,
largely thanks to its business model and geographic diversification, Banco Santander will continue to generate profits for its shareholders and comply with the most demanding regulatory requirements in the face of the severest macroeconomic
scenarios.
In addition, the internal stress tests carried out by the Bank since 2008 within its self-assessment capital
process (Pilar II) have also underscored Grupo Santanders capacity to meet the most difficult scenarios at both the global level as well as in the main countries where it operates. Also noteworthy is that in all cases and despite the severity
of the latest crisis, the reality was not as harsh as the scenarios defined (for more details, see section 12.3).
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RISK MANAGEMENT REPORT CORPORATE PRINCIPLES OF
RISK MANAGEMENT AND CONTROL |
2. Corporate principles of risk
management and control
High quality management of risk is one of Grupo Santanders hallmarks and thus a priority in its activity.
Throughout its more than 150 years, Santander has combined prudence in risk management with use of advanced risk management techniques, which have proven to be decisive in generating recurrent and balanced earnings and creating shareholder value.
Grupo Santanders risk policy focuses on maintaining a medium-low and predictable profile for all its risks. Its risk management model is a key
factor for achieving the Groups strategic objectives.
The economic situation during the last few years has particularly tested the processes of
identification, assessment, management and control of risks. In this context, management of the various risks has been positive when compared to the performance of the sector in these markets, which, combined with the high international
diversification of the Groups businesses, enabled it to produce broadly satisfactory results. The experience resulting from confronting this adverse economic environment served to reaffirm the principles on which the Groups risk
management model is based, as well as improve those aspects of the risk management systems which are necessary to ensure their adequate contribution to the Groups global results.
The activity of risks is governed by the following principles, which are aligned with Grupo Santanders strategy and business model and take into account
the recommendations of the supervisory bodies, regulators and the markets best practices.
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A culture of risks integrated throughout the organisation. It embraces a series of attitudes, values, skills and ways of acting toward risks that are integrated into all processes, including taking decisions on
change management and strategic and business planning. It is developed by strongly involving senior management in managing and taking decisions on risks, remuneration frameworks aligned with the risk appetite, training processes at all
levels, robust control mechanisms and a complete and detailed framework of the policies and processes for managing and controlling risks. |
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Independence of the risk function, covering all risks and providing an adequate separation between the risk generating units and those responsible for its control and supervision, and having the sufficient
authority and direct access to the management and governance bodies which are responsible for setting and supervising the risk strategy and policies. |
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Comprehensive approach to all risks as the objective for adequate management and control of them, including risks directly as well as indirectly originated (for example, from internal as well as external
suppliers) but which can affect it. It is vital to have the capacity to draw up an all comprehensive view of the risks assumed, understand the relations between them and facilitate their overall assessment, without detriment to the differences of
nature, degree of evolution and real possibilities of management and control of each type of risk, adapting the organisation, processes, reports and tools to the features of each one.
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An organisational and governance model that assigns to all risks those responsible for control and management, conserving the principle of independence and with clear and coherent reporting mechanisms both in
each subsidiary of the Group as well as these with the corporation. |
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Decision-taking is articulated by granting powers and attributions to each risk management unit, mainly via collegiate bodies, which are considered to be an effective instrument for facilitating adequate analysis
and different perspectives to be taken into account in risk management, The decision-making process includes an ordered contrasting of opinions, proportionate to the potential impact of the decision and the complexity of factors affecting it.
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The Group promotes the use of common management instruments among the different local units, without detriment to their adjustment to regulations, the requirements of supervisors and the degree of progress of
each unit. |
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These instruments include formulating and monitoring the risk appetite, for which the Group determines the amount and type of risks considered reasonable to assume in the execution of its business strategy and
its development in objective limits, contrastable and coherent with the risk appetite for each relevant risk; the use of analysis of scenarios and a vision that anticipates the risks in the management processes, using advanced models and
metrics and establishing a framework of control, reporting and grading which enables risks to be identified and managed from different perspectives. |
In addition, the regular processes of identification and risk assessment and the contingency, business continuity and viability and
resolution plans complete the essential management tools which, together with the rest of the instruments and principles, make up the components of group wide risk management.
The following sections develop the components common to all risks, leaving to the last ones to analysis of the components and the specific risk profile for
each type of risk.
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RISK MANAGEMENT REPORT CORPORATE GOVERNANCE OF
THE RISK FUNCTION |
3. Corporate governance of the risk function
3.1. Structure of risk corporate governance
The board is responsible for approving the Banks general policies and strategies and, in particular, the general policy of risks.
In addition to the executive committee, which pays particular attention to risks, the board is assisted by the committee of risk supervision, regulation and
compliance.
The committee of risk supervision, regulation and compliance
The purpose of this committee is to assist the board in the sphere of risk supervision and control, define the Groups risk policies, relations with the
supervisory authorities and matters of regulation and compliance.
By agreement of the 2014 general shareholders meeting and at the proposal of the
board, this committee was created in line with the European directive CRD IV and the markets best practices. It is made up of non-executive directors (mostly independent ones) and is chaired by an independent director.
The functions of the committee of risk supervision, regulation and compliance are:
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Support and advise the board in defining and assessing the risk policies that affect the Group and in determining the risk propensity and risk strategy. The Groups risk policies must include: |
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Identifying the various types of risk which the Group faces, including among the financial or economic ones contingent liabilities and other off-balance sheet risks |
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Setting the risk appetite that the Group deems acceptable. |
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The measures envisaged for mitigating the impact of the risks identified, in the event that they materialise.
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The information and internal control systems that will be used to control and manage these risks. |
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Provide assistance to the board for overseeing implementation of the risk strategy. |
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Systematically review the exposures with the main clients, economic sectors, geographic areas and types of risk. |
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Know and assess the management tools, improvement measures, evolution of projects and any other relevant activity related to risk control, including the policy on internal models of risk and their internal validation.
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Support and advise the board as regards supervisors and regulators in the various countries where the Group operates. |
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Supervise compliance with the general code of conduct, the anti-money laundering and terrorist financing manuals and procedures and, in general, the rules of governance and the Companys compliance programme and
make the necessary proposals for its improvement. In particular, it is the committees responsibility to receive information and, where necessary, issue reports on the disciplinary measures for senior management. |
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Supervise the Groups policy and rules of governance and compliance and, in particular, adopt the actions and measures that results from the reports or the inspection measures of the administrative authorities of
supervision and control. |
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Monitor and assess the proposed regulations and regulatory developments that result from their implementation and the possible consequences for the Group.
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The committee of risk supervision, regulation and compliance held its first meeting on July 23, 2014. |
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The executive risk committee (ERC)
This committee is a body with risk management powers delegated by the board and adopts decisions in the sphere of these powers to ensure that the Groups
risk profile derived from the business strategy is aligned with the risk appetite limits and global policies approved by the board. Under these powers, the ERC approves risk operations, sets the risk policies and monitors the profile of global
risks, ensuring that the Group has the structure, resources and necessary systems for managing and controlling risks adequately.
The ERC is chaired by an
executive vice-chairman and four other of the Banks directors also form part of it. The committee held 96 meetings in 2014, underscoring the importance that Grupo Santander pays to managing and controlling its risks adequately.
The committees main responsibilities are:
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Resolve the operations that exceed the powers delegated to organs lower down the hierarchy, as well as the global limits of pre-classifications in favour of economic groups or in relation to exposures by classes of
risk. |
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Provide the committee of supervision of risks, regulation and compliance with the information needed to comply with the functions assigned to it by law, the By-laws and the boards regulations, without detriment to
the obligation to keep the board regularly informed of its activities in the sphere of risk management. |
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Monitor the general profile of the Groups risks consisting of all the risks set out in the risk map (see section 4.1 of this report). |
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Manage exposures to different clients, economic sectors, geographic areas and types of risk. |
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Authorise the management tools, improvement measures, evolution of projects and any other relevant activity related to risk control, including the policy on internal risk models and their internal validation.
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Follow, in the sphere of its activities, the indications formulated by the supervisory authorities in the exercise of its function. |
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Ensure that the Groups actions are consistent with the risk appetite previously decided by the board, with the advice of the committee of risk supervision, regulations and compliance, and delegate in other
committees lower down the hierarchy or in executives empowered to assume risks.
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Basic committees in risk management
The ERC delegates some of its powers in corporate risk committees, structured by risk type and activity, which facilitates an adequate process for taking final
decisions and continuous monitoring of the risk profile.
Each type of risk has its own framework of committees. Credit risk, for example, is governed by
committees on the basis of the customer segment and market risk by the global committee of market risks. Actuarial and pension risks are governed by the committee of global business risks.
Management of operational risk was very important during 2014, promoting the participation of the first lines of defence and strengthening the figure of
operational risk coordinator within the first lines of corporate defence. These coordinators participate actively in managing this risk and support managers in their tasks of management and control. The governance framework defined envisaged first
line committees, which deal with the most relevant issues in relation to the management of the operational risk of each division, and a control committee (corporate committee of operational risk) that reviews the profile of this risk.
More information on the governance of liquidity and compliance risks can be found in the sections on liquidity risk and funding, and compliance, conduct and
reputational risk in this report.
3.2. Model of responsibilities in the risk function
Lines of defence
Banco Santanders management and
control model is based on three lines of defence.
The first line is constituted by the business units and the support areas (including those specialised
in risk) which as part of their activity give rise to the Banks risk exposure. These units are responsible for managing, monitoring and reporting adequately the risk generated, which must be adjusted to the risk appetite and the various limits
of risk management. In order to tend to this function, the first line of defence must have the resources to identify, measure, manage and report the risks assumed.
The second line of defence is made up of teams of control and supervision of risks including the compliance function. This line vouches for effective control
of the risks and ensures they are managed in accordance with the level of risk appetite defined.
Internal audit is the third line of defence and as the
last layer of control in the Group regularly assesses the policies, methods and procedures to ensure they are adequate and are being implemented effectively.
The three lines of defence have a sufficient level of separation and independence to not compromise the effectiveness of the general framework. They operate
in coordination with one another in order to maximise their efficiency and strengthen their effectiveness.
Over and above the defence lines, the
boards committees and the executive risk committees, (see section 3.1 on the structure of committees) at both corporate level and in the units are responsible for adequate management and control of risks from the highest level of the
organisation.
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Structural organisation of the risk function
The chief risk officer (CRO) is responsible for the risk function and reports to the Banks executive vice-chairman, who is a member of the board and
chairman of the executive risk committee.
The CRO advises and challenges the executive line and reports independently in the risk, regulatory and
compliance committee and to the board.
The risk management and control model is structured on the following pillars:
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Specialised management of risks, which enables the units to manage the risk they generate in accordance with the policies and limits established. |
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Control of financial, non-financial and transversal risks (see the map of risks in section 4.1), verifying that management and exposure by type of risk is in line with what senior management establishes.
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Group wide risk management which involves an aggregated and comprehensive vision, assessing the global risk profile and supervising that it fits into the risk appetite and structure of limits established by the board
and ensuring that the risk management and control systems are adequate and in line with the most demanding criteria and best practices observed in the industry and/or required by regulators. |
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Develop in the sphere of risks regulations, methodologies and information infrastructure. |
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Planning and internal governance. |
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Internal validation of risk models in order to assess their suitability for management and regulatory purposes. Validation involves reviewing the models theoretical foundations, the quality of the data used to
build and calibrate it, the use to which it is put and the process of governance associated. |
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Control and coordination of regulatory projects in order to supervise the design and implementation of the best regulatory risk management standards in the Group and comply with regulatory requirements in all countries
consistently and effectively. |
3.3. The Groups relationship with subsidiaries in risk management
Regarding the alignment of units with the corporation
The management and control model shares, in all the Groups units, basic principles via corporate frameworks.
Over and above these principles and basics, each unit adapts its risk management to its local reality, although they are based on corporate policies and
structures, which enables a risk management model to be recognised in Grupo Santander.
One of the strengths of this model is the adoption of the best
practices developed in each of the units and markets in which the Group operates. The corporate risk divisions act as centralisers and conveyors of these practices.
Regarding the structure of committees
The governance
bodies of the Groups units are structured in accordance with the local regulatory and legal requirements and the dimension and complexity of each unit, being coherent with those of the Bank, as established in the internal governance framework,
thereby facilitating communication, reporting and effective control.
The administration bodies of the subsidiaries, in accordance with the internal
governance framework established in the Group, will define their own model of risk powers (quantitative and qualitative). These local models of assigning powers must follow the principles contained in the reference models and frameworks developed at
the corporate level.
Given its capacity of comprehensive and aggregated vision of all risks, the Group will exercise a role of validation and questioning
of the operations and management policies in the various units, insofar as they affect the Groups risk profile.
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RISK MANAGEMENT REPORT MANAGEMENT MODEL AND
CONTROL OF RISKS |
4. Management model and control of risks
The model of managing and controlling risks ensures the risk profile is maintained within the levels set by the
risk appetite and the other limits. It also incorporates the adoption of the necessary corrective and mitigation measures to maintain risk levels in line with the defined objectives.
The elements enabling adequate management and control of all these risks derived from Grupo Santanders activity arte set out below.
4.1. Map of risks
Identifying and evaluating all risks is a
corner stone for controlling and managing risks. The risks map covers the main risk categories in which Grupo Santander has its most significant exposures, current and/or potential, facilitating this identification.
The first level includes the following risks:
Financial risks
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Credit risk: risk of loss derived from non-compliance with contractual obligations agreed in financial transactions. |
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Trading market risk: risk that incurred as a result of the possibility of changes in market factors that affect the value of positions in trading portfolios. |
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Liquidity risk: risk of not complying with payment obligations on time or doing so with an excessive cost. |
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Structural markets risks: risk caused in managing different balance sheet items, including those related to the sufficiency of equity and those derived from insurance and pension activity. |
Non-financial risks
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Operational risk: risk of losses due to the inadequacy or failure of procedures, people and internal systems, or external events. |
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Conduct risk: risk caused by inadequate practices in the Banks relationships with its customers, the treatment and products offered and their adequacy for each specific customer. |
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Compliance and legal risk: risk due to not complying with the legal framework, the internal rules or the requirements of regulators and supervisors. |
Transversal risks
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Model risk: risk of losses resulting from decisions mainly founded on the results of models, due to errors in the conception, application or use of these models. |
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Reputational risk: risk of damage in the perception of the Bank by public opinion, its customers, investors or any other interested party. |
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Strategic risk: risk that the results are significantly different from the strategy or the entitys business plan as a result of changes in the general business conditions and risks associated with strategic
decisions. It includes the risk of badly implementing decisions or the lack of response capacity to changes in the business environment.
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Capital risk: risk that the Group or some of its companies do not have the amount and/or quality of sufficient equity to meet the minimum regulatory requirements set for operating as a bank; respond to the
markets expectations as regards their credit solvency and support business growth and the strategic possibilities they present. |
4.2.
Group Wide Risk Management (GWRM)
The GWRM involves identifyinng, assessing, adequately managing and controlling all risks, with a comprehensive and
integrated vision at all levels of the organisation. The implementation and coordinated management of all the elements that comprise it enables the Groups risk profile to be continuously assessed, as well as its global management, improving
the capacities in risk management at all levels.
The Group launched the Santander Advanced Risk Management programme to accelerate the implementation of
its strategic projects to improve risk management and control capacity, in order to position Grupo Santander as the best market practice in the current financial scenario.
The programme aims to attain excellence in risk management at both the corporate and local levels, always maintaining a vision focused on doing more and
better business.
The programme is implemented in all the Groups units and ensures homogeneous management principles for the various
regulatory and competitive environments.
With Advanced Risk Management Santander aims to be the best in class in risk management, efficiently aligning
the strategic business objectives with a medium-low and stable risk profile.
The main development pillars of ARM are:
4.3. Risk Assessment
Banco
Santander, as part of its routine management, identifies and assesses the financial and non-financial risks to which it is exposed in the countries in which it operates, and which are inherent in its activity.
In a process of continuous improvement, and in order to provide a more global vision and one consistent with this process, Banco Santander launched at the end
of 2014 a corporate project to identify and assess risk. This project was created to increase robustness and standardisation in identifying and assessing the Groups risks and seeks to complement and add other initiatives being worked on until
now in a parallel and independent way in the sphere of operational risk (self-assessment questionnaires of operational risk, see 9.2.2.), legal and compliance risk (regulatory risk assessment, see 10.3) and internal control.
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The risk identification and assessment methodology enables the Groups residual risks to be identified and
assessed by type of risk (in accordance with the risks described in section 4.1 of this report), business segment, unit and at the corporate level. These residual risks are assessed both in current conditions as well as in other potential ones,
which involves a full analysis of the risk to which the Bank is submitted in the development of its activity.
The results of the exercise identify, as
both the aggregate and granular levels, the Banks main risks as well as weaknesses in the controls that mitigate them. These results are a base and an important source of information and basis for other key elements in risk management, as
shown in the chart below:
4.4. Risk appetite and structure of limits
Santander defines risk appetite as the amount and type of risks considered reasonable to assume for implementing its business strategy, so that the Group can
maintain its ordinary activity in the event of unexpected circumstances. Severe scenarios are taken into account that could have a negative impact on the levels of capital, liquidity, profitability and/or the share price.
The board is responsible for annually setting and updating the risk appetite, monitoring the Banks risk profile and ensuring consistency between both of
them. The risk appetite is set for the whole of the Group as well as for each of the main business units in accordance with a corporate methodology adapted to the circumstances of each unit/market. At the local level, the boards of the subsidiaries
are responsible for approving the respective risk appetite proposals once they have been validated by the Group.
During 2014, implementing at the local
level the risk appetite of the main units was extended to almost all the Groups units. Among other improvements, the capacity for analysis of scenarios was strengthened.
Banking business model and fundamentals of the risk appetite
The definition and establishment of the risk appetite in Grupo Santander is consistent with its risk culture and banking business model from the risk
perspective. The main elements that define this business model and which are behind the risk appetite are:
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A general medium-low and predictable risk profile based on a diversified business model, focused on retail and commercial banking and with an internationally diversified presence and with important market shares, and a
wholesale banking business model that gives priority to relations with clients in the Groups main markets. |
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A stable and recurring policy to generate earnings and remunerate shareholders, on a strong capital and liquidity base and a strategy of diversification by sources and maturities. |
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An organisational structure based on subsidiaries that are autonomous and self-sufficient in capital and liquidity, minimising the use of instrumental companies, and ensuring that no subsidiary has a risk profile that
jeopardises the Groups solvency. |
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An independent risk function with very active involvement of senior management that guarantees a strong risk culture focused on protecting and ensuring an adequate return on capital. |
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A management model that ensures a global and inter-related view of all risks, through an environment of control and robust monitoring of risks, with global scope responsibilities: all risk, all businesses, all
countries. |
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Focus in the business model on those products that the Group knows sufficiently well and has the management capacity (systems, processes and resources). |
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The development of its activity on the basis of a conduct model that oversees the interests of clients and shareholders. |
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Adequate and sufficient availability of staff, systems and the tools that guarantee maintaining a risk profile compatible with the established risk appetite, both at the global and local levels. |
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A remuneration policy that has the necessary incentives to ensure that the individual interests of employees and executives are aligned with the corporate framework of risk appetite and that these are consistent with
the evolution of the Banks long-term results. |
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Corporate principles of risk appetite
The following principles govern Grupo Santanders risk appetite in all its units:
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Responsibility of the board and of senior management. The board is the maximum body responsible for setting the risk appetite and supporting regulations, as well as supervising compliance. |
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Enterprise wide risk, contrasting and questioning of the risk profile. The risk appetite must consider all significant risks to which the Bank is exposed, facilitating an aggregate vision of the risk profile
through the use of quantitative metrics and qualitative indicators. This enables the board and senior management to question and assimilate the current risk profile and that envisaged in business and strategic plans and its coherence with the
maximum risk limits. |
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Forward looking view. The risk appetite must consider the desirable risk profile for the current moment as well as in the medium term, taking into account both the most probable circumstances as well as stress
scenarios. |
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Linkage with strategic and business plans, and integration in management. The risk appetite is a benchmark in strategic and business planning and is integrated into management through a bottom-up and top-down
focus: |
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Top-down vision: the board must lead the setting of the risk appetite, vouching for the disaggregation, distribution and transfer of the aggregated limits to the management limits set at the portfolio level, unit or
business line. |
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Bottom-up vision: the risk appetite must emanate from the boards effective interaction with senior management, the risk function and those responsible for the business lines and units. The risk profile contrasted
with the risk appetite limits will be determined by aggregation of the measurements at the portfolio, unit and business line level. |
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Coherence in the risk appetite of the various units and common risk language throughout the organisation. The risk appetite of each unit of the Group must be coherent with that defined in the remaining units and
that defined for the Group as a whole. |
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Regular review, continuous contrasting and adapting to the best practices and regulatory requirements. Assessing the risk profile and contrasting it with the limits set for the risk appetite must be an iterative
process. Adequate mechanisms must be established for monitoring and control that ensure the risk profile is maintained within the levels set, as well as taking corrective and mitigating measures that are necessary in the event of non- compliance.
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Structure of limits, monitoring and control
The risk appetite is formulated every year and includes a series of metrics and limits on these metric (statements) which express in quantitative and
qualitative terms the maximum risk exposure that each unit of the Group or the Group as a whole is prepared to assume.
Fulfilling the risk appetite
limits is continuously monitored. The specialised control functions report at least every quarter to the board and its risk committee on the adequacy of the risk profile with the risk appetite authorised.
The excesses and non-compliance with the risk appetite are reported by the risk control function to the relevant governance bodies. The presentation is
accompanied by an analysis of the causes that provoke it, an estimation of the time they will remain this way as well as the proposed actions to correct the excess when the corresponding governance body deems it opportune.
Linkage of the risk appetite limits with the limits used to manage the business units and portfolios is a key element for making the risk appetite an
effective risk management tool.
The management policies and structure of the limits used to manage the different types and categories of risk, which are
described in greater detail in sections 6.5.2. planning and establishing limits, 7.2.3. and 7.3.3. systems of controlling limits in this report, have a direct and traceable relation with the principles and limits defined in the risk appetite.
In this way, the changes in the risk appetite are transferred to changes in the limits and controls used in Santanders risk management and each one of
the business and risk areas is responsible for verifying that the limits and controls used in their daily management are set in such a way that they cannot fail to comply with the risk appetite limits. The risk control and supervision function will
then validate this assessment, ensuring the adequacy of the management limits to the risk appetite.
Pillars of the risk appetite
The risk appetite is expressed via limits on quantitative metrics and qualitative indicators that measure the exposure or risk profile by type of risk,
portfolio, segment and business line, both in current and stressed conditions. These metrics and risk appetite limits are articulated in five large areas that define the positioning that Santanders senior management wants to adopt or maintain
in the development of its business model:
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The volatility in the income statement that the Group is prepared to assume. |
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The solvency position that the Group wants to maintain. |
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The minimum liquidity position that the Group wants to have. |
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The maximum levels of concentration that the Group considers reasonable to assume. |
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Qualitative aspects and supplementary metrics. |
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Pillars of Appetite and main metrics
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Volatility
Results |
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Solvency |
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Liquidity |
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Concentration |
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Supplementary
aspects |
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Maximum loss that the Group is prepared to assume in a harsh scenario.
liquidity horizons that Maximum
losses from operational risk. harsh scenarios. |
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Minimum capital position that the Group is prepared to assume in a harsh scenario. |
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Minimum structural liquidity position.
Minimum position of the Group
is prepared to assume in various |
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Concentration by individual client (in absolute and relative terms).
Concentration by Top-N (in
relative terms).
Concentration in non-investment grade counterparties.
Concentration by sectors.
Concentration in portfolios
with high volatility profile. |
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Qualitative indicators on non-financial risks.
Minimum assessment of the state
of management of operational risk.
Indicator of compliance and reputational risk.
Qualitative
restrictions. |
Volatility of results
The volatility pillar determines the maximum level of potential losses that the Bank is prepared to assume in normal conditions and under stress scenarios, in
order to be able to analyse the volatility of the income statement in environments of stressed and plausible management.
These stress scenarios mainly
affect both the losses derived from the exposure to the credit risk of retail portfolios as well as wholesale ones (taking into account both the loss of direct credit as well as the reduction in spreads), and also the potential unfavourable impact
derived from exposure to market risk. After applying these credit and market impacts to the budgeted results, in the context of risk appetite monitoring senior management assesses whether the resulting margin is sufficient to absorb the unexpected
effects from operational, compliance, conduct and reputational risk, and establish a maximum ratio of net losses by operational risk on the gross margin (both for the Group as well as each unit). In line with the Basel specifications, the net losses
figure includes that which could emanate from compliance risk.
The time frame for materialising the negative impacts for all risks considered is three
years generally, and one year for market risk. Compliance with the risk appetite must thus be produced for each of the three following years.
Solvency
Santander operates with a comfortable capital base that enables it not only to meet the regulatory requirements but also have a reasonable capital
surplus.
In addition, and with regard to the corresponding tension scenarios referred to in the previous section, Santanders risk appetite measures
the unexpected impact of these scenarios on its solvency ratios (CET1).
This capital focus included in the risk appetite framework is supplementary and
consistent with the Groups capital objective approved within the capital planning process implemented in the Group and which extends to a period of three years.
Liquidity position
Grupo Santander has developed a
funding model based on autonomous subsidiaries that are responsible for covering their own liquidity needs. On this basis, liquidity management is conducted by each subsidiary within a corporate framework of
management that develops its basic principles (decentralisation, equilibrium in the medium and long term of sources-applications, high weight of customer deposits, diversification of wholesale
sources, reduced recourse to short-term funds, sufficient reserve of liquidity) and revolves around three main pillars (governance model, balance sheet analysis and measurement of liquidity risk, with management adapted to business needs).
Section 7 on liquidity risk and funding has more information on the corporate framework of management, its principles and main pillars.
Santanders liquidity risk appetite establishes demanding objectives of position and time frames for systemic stress scenarios (local and global) and
idiosyncratic. In addition, a limit is set on a structural funding ratio that relates customer deposits, equity and medium and long term issues to structural funding needs.
Concentration
Santander wants to maintain a widely
diversified risk profile from the standpoint of its exposure to large risks, certain markets and specific products. In the first instance, this is achieved by virtue of Santanders retail and commercial banking focus with a high degree of
international diversification.
Concentration risk: this is measured by the following metrics upon which risk appetite thresholds are established
in terms of the proportion of equity or of lending (general character).
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Client (in proportion to equity): a) net individual maximum exposure to corporate clients (additionally, clients with internal ratings below investment grade and exceeding a certain exposure are also monitored); b) net
maximum aggregate exposure with the Groups 20 largest corporate clients (Top 20); c) net maximum aggregate exposure of the exposures considered as large risks (corporate and financial clients); d) maximum impact on profit before tax of a
simultaneous failure of the five largest corporate exposures (jump to default Top 5). |
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Sector: maximum percentages of the exposure of the portfolio of companies in an economic sector, in relation to lending (at both the total level as well as for the segment of companies). |
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Portfolios with high risk profile (defined as those retail portfolios with a percentage of risk premium that exceed an established threshold): maximum percentages of exposure to this type of portfolio in proportion to
lending (at both the total and retail levels) and for different business units. |
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Qualitative aspects and other complementary metrics
This seeks to delimit risk exposures in a complementary way to the previous pillars.
Risk limits expressed both qualitatively (for example, the ban on operating with complex market products) as well as expressed in other quantitative metrics
(for example, operational risk indicators) are studied so that relevant risks not considered in the other categories can be controlled. A qualitative indicator on the state of management is incorporated in operational risk, based on the results of
indicators on other issues including governance and management, budgetary compliance, quality of the data bases of events, and corporate self-assessment questionnaires on the control environment. An indicator of compliance and reputational risk is
also incorporated from an assessment matrix created for the purpose.
4.5. Analysis of scenarios
Banco Santander conducts advanced management of risks by analysing the impact that different scenarios could provoke on the environment in which the Bank
operates. These scenarios are expressed both in terms of macroeconomic variables as well as other variables that affect management.
Analysis of scenarios
is a very useful tool for senior management as it enables the Banks resistance to stressed environments or scenarios to be tested, as well as put into effect measures to reduce the Banks risk profile to these scenarios. The objective is
to maximise the stability of the income statement and the levels of capital and liquidity.
This forward looking vision helped Santander to remain among
the select group of international banks that throughout the crisis generated profits and maintained its dividend policy.
The robustness and consistency
of the exercises of scenario analysis are based on three pillars:
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Developing mathematical models that estimate the future evolution of metrics (for example, credit losses), based on both historic information (internal of the Bank and external of the market), as well as simulation
models. |
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The inclusion of the expert judgement and know how of risk managers in the years result, so that it questions and refines the result offered by the models of scenario analysis. |
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Back testing the results of the models with the figures observed.
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Uses of analysis of scenarios
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Regulatory uses: in those that conduct stress scenario exercises under guidelines set by the regulator. In this group of uses are to be found, for example, the resistance tests (comprehensive assessment and
stress test) requested in 2014 by the European Central Bank under the methodology set by the European Banking Association (EBA). For more detail see section 1 on the comprehensive assessment of the European Central Bank. |
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Internal exercises of self-assessment of capital (ICAAP) or liquidity (ILAAP) in which while the regulator can impose certain requirements, the Bank develops its own methodology to assess its capital and
liquidity levels in the face of different stress scenarios. These tools enable capital and liquidity management to be planned. |
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Risk appetite contains stressed metrics on which maximum levels of losses (or minimum of liquidity) are established that the Bank does not want to exceed. These exercises are related to those of the ICAAP and
liquidity, although they have different frequencies and present different granularity levels. The Bank continues to work to improve the use of analysis of scenarios in risk appetite and ensure an adequate relation of these metrics with those used in
daily risk management. For more detail see sections 4.4 risk appetite and structure of limits and 8 liquidity risk and funding. |
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Daily management of risks. Analysis of scenarios is used in processes for budgeting provisions and other balance sheet items by type of risk, in the generation of commercial policies of risk admission, in the
global analysis of risks by senior management or in specific analysis on the profile of activities or portfolios. More detail is provided in the section on credit risk (6.5.2. planning and establishing limits), market risk (7.2.1.6. and 7.2.2.3.
analysis of scenarios) and liquidity (8.2.2. analysis of the balance sheet and measurement of risk). |
Corporate project of analysis of
scenarios
In order to respond to the growing regulatory pressure and the needs of advanced risk management so as to be a competitive bank, a project
to develop a robust structure of analysis of scenarios at the corporate level began in 2014, which, during 2015, is expected to be extended to the Groups main units. This project has three fundamental pillars:
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Tool for analysing scenarios: installation of an advanced tool for estimating losses with greater soundness and computerisation of information handling, with the capacity to aggregate various types of risk and
with an environment of multi user execution. |
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Governance: review of the framework of governance of the exercises of scenario analysis in order to adjust to their growing importance, greater regulatory pressure and best market practices. |
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Stress methodologies: preparing plans to develop mathematical models of advanced stress that enhance the capacity to predict risk, taking into account the organisations calculation capacities.
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4.6. Viability plans and living wills
Grupo Santander was the first international bank considered globally systemic by the Financial Stability Board to present (in 2010) to its consolidated
supervisor (then the Bank of Spain) its corporate viability plan. Its most important part envisages the measures available to emerge on its own from a very severe crisis.
The fifth version of the corporate plan was prepared in 2014. As with the previous versions from 2010 to 2013, the Group presented the plan in July to the
relevant authorities (in 2014 to the core supervisory college, unlike in other years when it was presented to the crisis management group).
This plan
consists of the corporate plan (corresponding to Banco Santander) and the individual pans for the main local units (UK, Brazil, Mexico, US, Germany, Argentina, Chile, Poland and Portugal), thereby fulfilling the commitment made by the Bank with the
authorities in 2010. It is important to mention the cases of the UK, Germany and Portugal where regardless of their obligation to form part of the corporate plan, its full development is equally due to local regulatory initiatives.
The Groups senior management is fully involved in preparing and regularly monitoring the content of the plans, through specific committees of a
technical nature, as well as monitoring at the institutional level which guarantee that the content and structure of the documents are adapted to local and international regulations in crisis management matters, something in continuous development
for the last five years.
The board is responsible for approving the corporate plan or, in the exercise of its delegated functions, the executive
committee and the executive risk committee. The individual plans are approved by the local bodies and always in coordination with the Group, as these plans must form part of the corporate plan.
During 2015 the Group will continue to introduce improvements to the viability plans, seeking to adopt the evolutions in this sphere observed in the market
(particularly in relation to defining scenarios, early warning indicators and in general the very structure of documents), as well as make the changes in the plans required by the local authorities in their case.
As regards the living wills, the authorities that form part of the Crisis Management Group (CMG) have adopted a common approach on the strategy to follow for
the Groups living will that, given the legal and business structure with which Santander operates, corresponds to the so called multiple point of entry (MPE). They have signed the corresponding cooperation agreement and have developed the
first living wills for the main countries (Spain, UK and Brazil), The Group continues to cooperate with the authorities in preparing the living wills, contributing all the information that the authorities, responsible for their preparation, require.
As an exception, preparing living wills in the US is the responsibility of the banks themselves. The Group has
presented the second version of the local living wills (one for all of the Groups activities in the US, in line with the Federal Reserves regulations, and the other only covering Santander Bank, as the deposit-taking institution subject
to the regulations of the Federal Deposit Insurance Corporation (FDIC).
4.7. Independent reporting
One of the key elements of management is the framework of information on risks that sets standards which ensure a consolidated vision of all risks and enable
the board and senior management to take the necessary decisions and actions.
This framework is in permanent evolution in order to reflect the best market
practices. In this sense, Santander launched in 2014 a project to ensure that the information on risks for senior management incorporates the basic principles defined the risk data aggregation2, which is summarised in the following principles:
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Governance: establish governance for the life cycle of data and reports, as well as a taxonomy of them. |
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Data base architecture: guarantees the Banks capacity to aggregate all the risk data in a reliable way, ensuring it is exact, integrated, complete, traceable, updated at the opportune moment, adaptable to
the needs and flexible. It covers all risks on the basis of their materiality. |
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Draw up risk reports for senior management: ensure that the reports take into account the following requirements: |
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Exhaustive: they cover all relevant aspects of the risk principles with the adequate weighting between them. |
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Identification of emerging risks: identify emerging risks and supply information in the context of limits and risk appetite. |
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Focused on decision-taking: recommend actions on risks when necessary. |
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Usefulness: with an adequate balance between data, analysis and qualitative comments. The greater the level of aggregation, the greater the degree of qualitative comments. |
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Advanced metrics: incorporate forward-looking measures and not just historic information. |
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Frequency: the board and senior management must determine the objectives of the risk reports as well as the frequency, which must increase when there is a crisis.
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4.8. Internal control framework
The risk management model has an environment of internal control that guarantees adequate control of all the risks, contributing a comprehensive vision of
them. This control is carried out in all the Groups units and for each type of risk in order to ensure that the Groups exposures and global risk profile are within the mandates established by both the board as well as regulators.
The main functions that ensure effective risk control are:
1. |
Supervision and aggregated consolidation of all risks. The risk division, at corporate level as well as in each unit, supervises all risks in order to question or challenge independently the management and risk
control mechanisms, contributing value judgements and elements for decision-taking by senior management, based on a series of reports that incorporate an aggregated assessment of all the risks. For more detail see 4.6. Independent reporting.
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2. |
Assessment of internal control mechanisms. This consists of a systematic and regular review of all the necessary processes and procedures for control with a view to guaranteeing their effectiveness and validity.
This assessment is done annually and is within the principles in the Sarbanes Oxley Law. |
3. |
Comprehensive control and internal validation of risks |
The comprehensive control function includes
among its main activities the following:
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Verify that the management and control systems of the various risks inherent in Grupo Santanders activity meet the most demanding criteria and the best practices observed in the industry and/or required by
regulators. |
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Supervise appropriate compliance in time and form with the recommendations drawn up for risk management matters following inspections by internal audit and by the supervisors to whom Santander is subject.
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The function has global and corporate scope and covers all risks, all businesses and all countries. This function is
backed by an internally developed methodology and a series of tools that support this function, in order to systemise its exercise, adjusting it to Santanders specific needs. This enables it to be formalised and make traceable and objectify
the application of this methodology.
The function of internal validation of risk models constitutes a fundamental support for the
executive risk committee and the local and corporate risk committees in their responsibilities of authorising the use (management and regulatory) of the models and their regular review.
A specialised unit of the Bank with full independence issues a technical opinion on the adequacy of the internal models for the purposes
used, whether they be internal management and/or of a regulatory nature (calculation of the regulatory capital, levels of provisions, etc), and concludes on their robustness, usefulness and effectiveness.
Santanders internal validation covers all models used in the risk function, be they
credit risk, market, structural or operational risk models or capital, economic and regulatory models. The scope of validation includes not only the most theoretical or methodological aspects but also the technological systems and the quality of the
data that enable and support their effective functioning and, in general, all relevant aspects in management (controls, reporting, uses, involvement of senior management, etc).
The function is global and corporate, in order to ensure homogeneous application, and is conducted via five regional centres located in
Madrid, London, Sao Paulo, New York and Wroclaw (Poland). These centres have full functional dependence on the corporate centre, which ensures uniformity in the development of activities. This facilitates implementation of a corporate methodology
that is supported by a series of tools developed internally in Grupo Santander, which provide a robust corporate framework for all the Groups units, computerising certain verifications in order to ensure that the reviews are carried out
efficiently.
This corporate framework of internal validation is fully aligned with the criteria for internal validation of the advanced
models issued by the various supervisors to whom the Group is subjected. In this respect, the criterion is maintained of separating functions between the units of internal validation and internal audit, which is the last layer of control in the
Group charged with reviewing the methodology, tools and work conducted by internal validation and expressing its opinion on its degree of effective independence.
4. |
The control by the compliance function that the risks assumed are within the legal framework, the internal regulations and the requirements of regulators and supervisors. For more detail, see section 10 on
compliance, conduct and reputational risk. |
5. |
Assessment by internal audit, as the third line of defence, provides an independent review of the first two lines of defence, ensuring that the policies, methods and procedures are adequate and integrated in
management. |
Internal audit is a corporate function, permanent and independent of any other function or unit of the Group,
whose mission, in order to provide security on these aspects to the board and senior management, thereby contributing to protecting the Bank and its reputation, is to supervise:
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The quality and effectiveness of the internal control processes and systems, of management of all risks and of governance. |
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Compliance with the applicable regulations. |
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The reliability and integrity of financial and operational information. |
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Balance sheet integrity. |
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4.9. Risk culture
The Groups risk culture is specified in the principles of responsibility, prudence and compliance, as all units and employees (regardless of the function
they carry out) are responsible for ensuring that not only does the institution comply, but also it is prudent and responsible in what it does. This risk culture is also based on the principles of Santanders risk management model and is
transmitted to all business and management units and is supported, among other things, by the following drivers:
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Involvement of senior management in risk control and management, which is shaped in the boards approval of the risk appetite (for more detail, see 4.4 on risk appetite and structure of limits), corporate
frameworks that regulate the risk activity and the internal governance framework, and regular revision of the Groups risk profile, the main potential threats and the relevant events produced in the Group and in the banking industry. In 2014
and under the risk data aggregation and risk reporting framework (RDA&RRF), the series of reports that facilitate regular and systematic review by senior management of the profile and risk strategy, the emerging risks and events of low
probability but strong impact were reviewed, among others. |
The high frequency with which the corporate bodies of
validation and risk monitoring meet (twice a week in the case of the executive risk committee) guarantees intense participation by senior management in the daily management of risks and great agility in identifying alerts, taking decisions and
resolving operations, facilitating the clear transfer of a risk culture from senior management, with specific examples of taking decisions. In addition, it enables the grading processes to be efficient and there is an incentive for this, as well as
a quick transmission of information between the different functions affected. For more information see section 3, Corporate governance of the risk function.
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Independence of the control functions (risks, compliance and internal audit), with sufficient authority and direct access to the governance bodies. These control functions are not conditioned by the business
lines, and actively participate in taking important risk decisions. |
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Santander appropriately documents risk activity, through detailed frameworks, models and policies for risk management and control. Within the systematic review process and updating of risk regulations, the board
approved the complete updating of the corporate frameworks that regulate credit, market, structural, liquidity and operational risks and information of risks, as well as the general framework of risks. These documents are considered by the board and
senior management as an instrument for disseminating the strategy and risk management fundamentals in the Group, strengthening the Banks risk culture. They have been agreed by consensus and approved by the boards of the Groups various
institutions, thereby ensuring a common and shared model of action and developing an internal governance framework for risk activity. |
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The Group has specific policies for compliance, conduct and reputational risks, among which is the general code of conduct and the code of conduct in the securities markets, as well as the corporate framework for
marketing products and services and
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the corporate framework for anti-money laundering and terrorist financing. There are also whistleblowing channels and various committees where risks and irregularities are analysed and the
corresponding mitigation measures taken. |
For more information see section 10 on compliance, conduct and reputational
risk.
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The consistency and alignment between risk appetite, risk management and the Groups business strategy is ensured by the budgetary process, governance of approval of operations and quantitative limits in
which the risk appetite principles are specified. |
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The main risks are not only analysed when they are originated or when irregular situations arise in the ordinary recovery process, but also on a continuous basis for all clients. Santanders information and
exposure aggregation systems enable daily monitoring of exposures, verifying systematic compliance with the limits approved, as well as adopting, where necessary, the pertinent corrective measures. |
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The remuneration and incentives policy includes performance variables that take into account the quality of the risk and the Groups long-term results. |
The remuneration policy for executive directors and other members of the Banks senior management is based on the principle that
variable remunerations be congruent with rigorous risk management without bringing about an inadequate assumption of risks and are aligned with shareholders interests, fostering the creation of long-term value.
The Group identified in 2014 the collective subject to Capital Requirements Directive IV, in accordance with the criteria stated by the
European Banking Authority, and increased significantly over 2013 the number of executives whose variable remuneration is the object of deferment and payment in shares. All the collective identified is subject to the maximum ratio of variable
remuneration set out by this directive, ensuring that the fixed remuneration represents a significant percentage of the total remuneration.
Furthermore, the methodology for determining the variable remuneration of the Groups executives takes into account, as well as
quantitative metrics of results and capital management, factors that incorporate adequate risk management, the level of customer satisfaction with respect to that of rival banks and other relevant management factors.
As well as the functions of the remuneration committee, the Group has a specific committee to assess the risks in remuneration, comprising
senior executives of the main functions of control (risk, financial control, financial management, auditing, compliance and human resources), which takes into account the quality of financial results, the risks and regulatory compliance via metrics
and other qualitative factors used to calculate the variable remuneration. This committee also analyses the adjustments ex-post, in relation to the clauses of deferment and the release in their case of the amounts of deferred variable remuneration.
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For more information see the 2014 report of the Groups remuneration committee.
There are also specific risk development programmes for all the Groups executives and a strategy of risk training and auditing for
these divisions through the corporate schools of risks and auditing, which have global and local programmes and disseminate the culture of prudence in risks and control throughout the Group.
Furthermore, the Group has a global strategy for managing talent and planning ahead in order to ensure that the Group has the necessary
talent for key positions and accelerates the development of executives in line to take over these positions. This strategy covers the main executive levels, including the control functions.
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Other procedures supporting the dissemination of Santanders risk culture are the training activities in the corporate risk schools, strict compliance by employees with the general codes of conduct,
monitoring of supervisors reports and systematic and independent action by the internal audit services whose recommendations are regularly reviewed to ensure their compliance. |
Thanks to the strategies and procedures implemented to develop and support the risk culture, Grupo Santander is totally committed to the risk culture
indicators identified by the Financial Stability Board in its document Guidance on supervisory interaction with financial institutions on risk culture published in April 2014.
Risk training activities
Santander has risk schools
whose objectives are to help to consolidate the risk management culture in the Bank, and guarantee the training and development of all risk professionals with the same criteria, as well participation in other schools to disseminate risk culture in
their different practical aspects of application in businesses.
The corporate risk school, which gave a total of 30,029 hours of training to 9,254
employees in 2014 in 87 activities, is a key element for enhancing Santanders leadership in this sphere, continuously strengthening the skills of executives and employees.
The focus in 2014 was operational risk, with the development of a training programme for all employees which included training actions for different levels of
the Bank. This explains the increase in the number of employees (from 3,778 in 2013 to 9,254 in 2014) who attended the corporate risk school.
Furthermore, the risks corporate school trains professionals from other business areas, particularly retail banking, so as
to align the demanding risk management criteria to business goals.
|
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|
191 |
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ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT RISK
ENVIRONMENT |
5. Risk environment
As a result of the environment in which Banco Santander operates, there are different potential risks that could
threaten the development of business and meeting the Groups strategic objectives. The risk division identifies and assesses these risks and presents them regularly for analysis to senior management and the board, which take the opportune
measures to mitigate and control them. The main focuses of risk are:
|
|
|
Macroeconomic environment: at the end of 2014, the main sources of macroeconomic uncertainty were: |
|
|
|
Economic slowdown in Europe. |
|
|
|
The adjustment to the Chinese economy, which could impact emerging as well and developed markets. |
|
|
|
Change in the US interest rate scenario and its possible impact on emerging markets (flight to quality). |
|
|
|
Evolution of commodity prices and their possible impact on various economies. |
Banco
Santanders business model, based on geographic diversification and a customer-focused bank, strengthens the stability of results in the face of macroeconomic uncertainty, ensuring a medium-low profile.
The Group uses techniques of scenario analysis and stress tests to analyse the possible evolution of macroeconomic indicators and their
impact on the income statement, capital and liquidity. These analyses are incorporated to risk management when planning capital (section 12.3), risk appetite (section 4.4) and risk management of the different types of risk (section 6.5.2 on credit,
7.2.1.6. on market and 8.2.2. on liquidity).
|
|
|
Competitive environment: the financial industry has undergone in the last few years a process of restructuring and consolidation that could still continue in the coming years. These movements are changing the
competitive environment, as a result of which senior management continuously monitors the competitive environment, reviewing the Banks business and strategic plan. The risk division ensures that the changes in the plans are compatible with the
risk appetite limits. |
|
|
|
Regulatory environment: a regulatory environment for the financial industry more demanding in capital and liquidity has been shaped in the last few years, as well as a greater supervisory focus on risk management
and business processes. |
In this line the Single Supervisory Mechanism came into force in November 2014. Previously, during
2014, the European Central Bank, in coordination with the European Banking Authority, conducted a global evaluation to enhance the transparency, control and credibility of European banks (see more detail in section 1 of this chapter). This context
will mark the regulatory environment of the coming months. Of note are the following aspects:
|
|
|
The entry into force of joint supervisory teams, formed from teams from the relevant national authorities and the European Central Bank. |
|
|
|
The gradual harmonisation of criteria, concepts, authorisation procedures, etc, seeking an homogenisation that equals the regulation and supervision that affects European banks. |
|
|
|
In the same line, supervision of all European banks under a common methodology: the Supervisory Review and Evaluation Process (SREP). |
|
|
|
The importance of the relations established between the Single Supervisory Mechanism and the rest of supervisors in countries where the Group operates, through supervisory colleges and the signing of memories of
understanding with them. |
|
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|
192 |
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ANNUAL REPORT 2014 |
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RISK MANAGEMENT REPORT RISK
ENVIRONMENT |
The Bank is attaching greater priority to these issues by permanently monitoring the changes
in the regulatory environment, which enables it to rapidly adapt to the new requirements. The Group is strengthening teams in all spheres of its activity in order to comply with the supervisors requirements.
The Group also has a coordination mechanism, fostered and backed by the board and senior management, among the different management areas and
countries, in order to ensure a consistent response at Group level and implement the best practices in managing projects with regulatory impact.
Of note, among others, are the projects in order to adjust to:
|
|
|
The requirements of the Basel capital regulations which have been transposed in most countries where the Group operates, particularly in Europe via the CRR/CRD IV. |
|
|
|
The international standards on risk data aggregation (RDA). |
|
|
|
The US Volcker rule that limits the own account operations that banks can carry out. |
|
|
|
The European investor protection rule (MIFID II) which strengthens the requirements related to the functioning of securities markets and marketing of financial products. |
|
|
|
Non-financial and transversal risks (operational, conduct, reputational, strategic, etc): these risks are assumin increasing importance because of the attention paid to them by regulators and supervisors, which
see in them a reflection of the way banks behave toward their stakeholders (employees, clients, shareholders, investors and social agents). Of particular note in the financial industry are: |
|
|
|
With operational risk, cyber risk or the risk of suffering attacks by third parties on the Banks IT systems, which could alter the integrity of the information or normal development of
|
|
|
operations. The Bank has been strengthening in the last few years its computer security system and continues to invest in this area in the face of potential threats (for more detail see section
9). |
|
|
|
Conduct risk: in the last few years there has been a growing tightening of regulations regarding the treatment that banks must provide to their customers, These changes in regulations and their application could
entail an impact for banks involving potential judicial demands or fines by supervisors as well as the necessary changes to processes and structure that must be carried out to comply with the new standards. |
Banco Santander is strengthening control of this risk and has launched a global plan to improve the marketing of investment products and
analysis of the costs incurred (paid or provisioned) as a result of compensation to clients and sanctions.
|
|
|
In line with the regulatory recommendations in the corporate governance sphere, the board agreed to appoint an executive vice-chairman to whom the compliance function reports. |
More information is available in the section on compliance, conduct and reputational risk in this report.
|
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|
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193 |
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ANNUAL REPORT 2014 |
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RISK MANAGEMENT REPORT CREDIT
RISK |
6. Credit risk
6.0. Organization of the section
After an introduction to the concept of credit risk and the segmentation that the Group uses for its treatment, the main magnitudes of 2014 and
their evolution are presented (pages 194-202).
This is followed by a look at the main countries, setting out the main features from the credit
risk standpoint (pages 203-210).
The qualitative and quantitative aspects of other credit risk matters are then presented, including information
on financial markets, risk concentration, country risk, sovereign risk and environmental risk (pages 210-217).
Lastly, there is a description of the
Groups credit risk cycle, with a detailed explanation of the various stages that form part of the phases of pre-sale, and post-sale, as well as the main credit risk metrics (pages 218-222).
6.1. Introduction to the treatment of credit risk
Credit risk
arises from the possibility of losses stemming from the failure of clients or counterparties to meet their financial obligations with the Group.
The
Groups risks function is organised on the basis of three types of customers:
|
|
|
The segment of individuals includes all physical persons, except those with a business activity. This segment, in turn, is divided into sub segments by income levels, which enables risk management adjusted to the
type of client. |
|
|
|
The segment of SMEs, companies and institutions includes companies and physical persons with business activity. It also includes public sector activities in general and non-profit making private sector entities.
|
|
|
|
The segment of global wholesale banking consists of corporate clients, financial institutions and sovereigns, who comprise a closed list revised annually. This list is determined on the basis of a full analysis
of the company (business, countries where it operates, types of product used, volume of revenues it represents for the bank, length of relation with the client, etc). |
The following chart shows the distribution of credit risk on the basis of the management model.
The Groups risk profile is mainly retail, accounting for 84% of total risk generated by the retail banking business.
6.2. Main magnitudes and evolution
6.2.1. Global map of
credit risk, 2014
The table below sets out the global credit risk exposure in nominal amounts (except for derivatives and repos exposure which is
expressed in equivalent credit) at December 31, 2014.
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194 |
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ANNUAL REPORT 2014 |
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RISK MANAGEMENT REPORT CREDIT
RISK |
Grupo Santander - Gross exposure to credit risk classified
in accordance with legal company criteria Million euros. Data at 31 December 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
|
|
|
|
|
|
Credit to customers |
|
|
Credit to entities2 |
|
|
Fixed income3 |
|
|
and repos |
|
|
|
|
|
|
Outstanding1 |
|
|
Commitments |
|
|
Outstanding |
|
|
Commitments |
|
|
Sovereign |
|
|
Private |
|
|
REC4 |
|
|
Total |
|
Continental Europe |
|
|
308,089 |
|
|
|
65,637 |
|
|
|
19,892 |
|
|
|
2,353 |
|
|
|
48,726 |
|
|
|
12,183 |
|
|
|
23,671 |
|
|
|
480,551 |
|
Spain |
|
|
198,175 |
|
|
|
53,326 |
|
|
|
14,506 |
|
|
|
2,219 |
|
|
|
37,256 |
|
|
|
7,713 |
|
|
|
20,032 |
|
|
|
333,227 |
|
Germany |
|
|
30,896 |
|
|
|
592 |
|
|
|
1,191 |
|
|
|
|
|
|
|
|
|
|
|
233 |
|
|
|
18 |
|
|
|
32,929 |
|
Portugal |
|
|
26,411 |
|
|
|
4,377 |
|
|
|
862 |
|
|
|
104 |
|
|
|
5,637 |
|
|
|
3,616 |
|
|
|
2,748 |
|
|
|
43,754 |
|
Others |
|
|
52,608 |
|
|
|
7,342 |
|
|
|
3,333 |
|
|
|
30 |
|
|
|
5,833 |
|
|
|
622 |
|
|
|
873 |
|
|
|
70,641 |
|
United Kingdom |
|
|
250,921 |
|
|
|
42,153 |
|
|
|
28,633 |
|
|
|
|
|
|
|
6,078 |
|
|
|
6,883 |
|
|
|
14,501 |
|
|
|
349,169 |
|
Latin America |
|
|
156,587 |
|
|
|
43,986 |
|
|
|
21,397 |
|
|
|
19 |
|
|
|
25,283 |
|
|
|
6,152 |
|
|
|
11,035 |
|
|
|
264,459 |
|
Brazil |
|
|
86,892 |
|
|
|
30,594 |
|
|
|
12,344 |
|
|
|
18 |
|
|
|
17,892 |
|
|
|
4,940 |
|
|
|
7,851 |
|
|
|
160,532 |
|
Chile |
|
|
33,291 |
|
|
|
7,460 |
|
|
|
1,360 |
|
|
|
0 |
|
|
|
1,396 |
|
|
|
844 |
|
|
|
1,733 |
|
|
|
46,084 |
|
Mexico |
|
|
27,198 |
|
|
|
5,685 |
|
|
|
4,395 |
|
|
|
|
|
|
|
4,621 |
|
|
|
341 |
|
|
|
1,399 |
|
|
|
43,639 |
|
Others |
|
|
9,206 |
|
|
|
248 |
|
|
|
3,298 |
|
|
|
|
|
|
|
1,374 |
|
|
|
27 |
|
|
|
52 |
|
|
|
14,204 |
|
United States |
|
|
73,664 |
|
|
|
28,709 |
|
|
|
7,319 |
|
|
|
69 |
|
|
|
5,159 |
|
|
|
8,038 |
|
|
|
800 |
|
|
|
123,758 |
|
Rest of world |
|
|
351 |
|
|
|
30 |
|
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
789,613 |
|
|
|
180,515 |
|
|
|
77,308 |
|
|
|
2,440 |
|
|
|
85,246 |
|
|
|
33,258 |
|
|
|
50,007 |
|
|
|
1,218,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of total |
|
|
64.8 |
% |
|
|
14.8 |
% |
|
|
6.3 |
% |
|
|
0.2 |
% |
|
|
7.0 |
% |
|
|
2.7 |
% |
|
|
4.1 |
% |
|
|
100.0 |
% |
% change/Dec 13 |
|
|
10.9 |
% |
|
|
16.7 |
% |
|
|
-17.9 |
% |
|
|
28.5 |
% |
|
|
46.3 |
% |
|
|
9.8 |
% |
|
|
-14.4 |
% |
|
|
9.8 |
% |
Evolution of gross
exposure to credit risk
Million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
Var.s/13 |
|
|
Var.s/12 |
|
Continental Europe |
|
|
480,551 |
|
|
|
473,267 |
|
|
|
540,435 |
|
|
|
1.5 |
% |
|
|
-11.1 |
% |
Spain |
|
|
333,227 |
|
|
|
327,900 |
|
|
|
396,474 |
|
|
|
1.6 |
% |
|
|
-16.0 |
% |
Germany |
|
|
32,929 |
|
|
|
33,481 |
|
|
|
40,659 |
|
|
|
-1.6 |
% |
|
|
-19.0 |
% |
Portugal |
|
|
43,754 |
|
|
|
41,013 |
|
|
|
39,243 |
|
|
|
6.7 |
% |
|
|
11.5 |
% |
Others |
|
|
70,641 |
|
|
|
70,872 |
|
|
|
64,059 |
|
|
|
-0.3 |
% |
|
|
10.3 |
% |
United Kingdom |
|
|
349,169 |
|
|
|
320,571 |
|
|
|
344,413 |
|
|
|
8.9 |
% |
|
|
1.4 |
% |
Latin America |
|
|
264,459 |
|
|
|
241,592 |
|
|
|
266,304 |
|
|
|
9.5 |
% |
|
|
-0.7 |
% |
Brazil |
|
|
160,532 |
|
|
|
141,119 |
|
|
|
163,915 |
|
|
|
13.8 |
% |
|
|
-2.1 |
% |
Chile |
|
|
46,084 |
|
|
|
44,147 |
|
|
|
46,722 |
|
|
|
4.4 |
% |
|
|
-1.4 |
% |
Mexico |
|
|
43,639 |
|
|
|
39,066 |
|
|
|
37,836 |
|
|
|
11.7 |
% |
|
|
15.3 |
% |
Others |
|
|
14,204 |
|
|
|
17,260 |
|
|
|
17,832 |
|
|
|
-17.7 |
% |
|
|
-20.3 |
% |
United States |
|
|
123,758 |
|
|
|
73,945 |
|
|
|
79,707 |
|
|
|
67.4 |
% |
|
|
55.3 |
% |
Rest of world |
|
|
450 |
|
|
|
265 |
|
|
|
539 |
|
|
|
69.9 |
% |
|
|
-16.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
1,218,387 |
|
|
|
1,109,640 |
|
|
|
1,231,398 |
|
|
|
9.8 |
% |
|
|
-1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Balances with customers include contingent risks (see the auditors report and annual consolidates statements, note 35) and exclude Repos (1,639 million euros) and other customer financial assets (12,832 million
euros). |
2. |
Balances with credit entities and central banks include contingent risks and exclude repos, the trading portfolio and other financial assets. |
3. |
Total fixed income excludes the trading portfolio. |
4. |
ECR (equivalent credit risk: net value of replacement plus the maximum potential value. Includes mitigants). |
The gross credit exposure (customer loans, entities, fixed income, derivatives and repos) in 2014 was EUR
1,218,387 million, most of it with customers and credit entities (86% of the total).
Risk is diversified among the main regions where the Group
operates: Continental Europe (39%), UK (29%), Latin America (22%) and the US (10%).
Credit risk exposure rose 9.8% in 2014, largely due to the combined impact of the increase in lending in UK,
Brazil, the US and Spain.
Excluding the exchange-rate impact of the main currencies against the euro, the exposure increased 5% in 2014.
|
|
|
|
|
|
|
|
|
195 |
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|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
There were various changes in 2014 in the Groups perimeter of gross credit exposure. Of note
was the incorporation of SCUSA, as well as the acquisitions of the portfolio of GE Nordics and Financiera El Corte Inglés (FECI) in the sphere of Santander Consumer Finance, The SCUSA portfolio was integrated globally into the Group, with a
coverage ratio of 296%. The main line of business in SCUSA is auto finance, distinguishing between core auto (loans generated via intermediaries) and Chrysler Capital (operations granted via Chrysler dealers and financing of commercial fleets). The
acquisition of GE Nordics consolidated
the commitment to growth in the business of direct consumer finance in the northern part of Europe, incorporating a portfolio that at the end of 2014 had a coverage ratio of 82%. The agreement
with FECI increases the customer base with growth potential (coverage ratio of 109%).
6.2.2. Performance of magnitudes in 2014
The table below sets out the main items related to credit risk derived from our activity with customers.
Grupo Santander -risk, NPLs, coverage,
provisions and cost of credit*
Data at 31 December
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit risk with customers2 |
|
|
Non-performing loans |
|
|
NPL ratio |
|
|
|
(million euros) |
|
|
(million euros) |
|
|
(%) |
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Continental Europe |
|
|
308,205 |
|
|
|
312,167 |
|
|
|
332,261 |
|
|
|
27,514 |
|
|
|
28,496 |
|
|
|
20,904 |
|
|
|
8.93 |
|
|
|
9.13 |
|
|
|
6.29 |
|
Spain |
|
|
182,974 |
|
|
|
189,783 |
|
|
|
210,536 |
|
|
|
13,512 |
|
|
|
14,223 |
|
|
|
8,093 |
|
|
|
7.38 |
|
|
|
7.49 |
|
|
|
3.84 |
|
Santander Consumer Finance1 |
|
|
63,654 |
|
|
|
58,628 |
|
|
|
59,387 |
|
|
|
3,067 |
|
|
|
2,351 |
|
|
|
2,315 |
|
|
|
4.82 |
|
|
|
4.01 |
|
|
|
3.90 |
|
Portugal |
|
|
25,588 |
|
|
|
26,810 |
|
|
|
28,188 |
|
|
|
2,275 |
|
|
|
2,177 |
|
|
|
1,849 |
|
|
|
8.89 |
|
|
|
8.12 |
|
|
|
6.56 |
|
Poland |
|
|
18,920 |
|
|
|
18,101 |
|
|
|
10,601 |
|
|
|
1,405 |
|
|
|
1,419 |
|
|
|
500 |
|
|
|
7.42 |
|
|
|
7.84 |
|
|
|
4.72 |
|
United Kingdom |
|
|
256,337 |
|
|
|
235,627 |
|
|
|
254,066 |
|
|
|
4,590 |
|
|
|
4,663 |
|
|
|
5,202 |
|
|
|
1.79 |
|
|
|
1.98 |
|
|
|
2.05 |
|
Latin America |
|
|
167,065 |
|
|
|
146,956 |
|
|
|
155,846 |
|
|
|
7,767 |
|
|
|
7,342 |
|
|
|
8,369 |
|
|
|
4.65 |
|
|
|
5.00 |
|
|
|
5.37 |
|
Brazil |
|
|
90,572 |
|
|
|
79,216 |
|
|
|
89,142 |
|
|
|
4,572 |
|
|
|
4,469 |
|
|
|
6,113 |
|
|
|
5.05 |
|
|
|
5.64 |
|
|
|
6.86 |
|
Mexico |
|
|
27,893 |
|
|
|
24,024 |
|
|
|
22,038 |
|
|
|
1,071 |
|
|
|
878 |
|
|
|
428 |
|
|
|
3.84 |
|
|
|
3.66 |
|
|
|
1.94 |
|
Chile |
|
|
33,514 |
|
|
|
31,645 |
|
|
|
32,697 |
|
|
|
1,999 |
|
|
|
1,872 |
|
|
|
1,691 |
|
|
|
5.97 |
|
|
|
5.91 |
|
|
|
5.17 |
|
Argentina |
|
|
5,703 |
|
|
|
5,283 |
|
|
|
5,378 |
|
|
|
92 |
|
|
|
75 |
|
|
|
92 |
|
|
|
1.61 |
|
|
|
1.42 |
|
|
|
1.71 |
|
United States |
|
|
72,477 |
|
|
|
44,372 |
|
|
|
49,245 |
|
|
|
1,838 |
|
|
|
1,151 |
|
|
|
1,351 |
|
|
|
2.54 |
|
|
|
2.60 |
|
|
|
2.74 |
|
Puerto Rico |
|
|
3,871 |
|
|
|
4,023 |
|
|
|
4,567 |
|
|
|
288 |
|
|
|
253 |
|
|
|
326 |
|
|
|
7.45 |
|
|
|
6.29 |
|
|
|
7.14 |
|
Santander Bank |
|
|
45,825 |
|
|
|
40,349 |
|
|
|
44,678 |
|
|
|
647 |
|
|
|
898 |
|
|
|
1,025 |
|
|
|
1.41 |
|
|
|
2.23 |
|
|
|
2.29 |
|
SC USA |
|
|
22,782 |
|
|
|
|
|
|
|
|
|
|
|
903 |
|
|
|
|
|
|
|
|
|
|
|
3.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
804,084 |
|
|
|
738,558 |
|
|
|
793,448 |
|
|
|
41,709 |
|
|
|
41,652 |
|
|
|
36,061 |
|
|
|
5.19 |
|
|
|
5.64 |
|
|
|
4.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coverage ratio |
|
|
Spec. provs. net of recovered |
|
|
Credit cost |
|
|
|
(%) |
|
|
write-offs3 (million euros) |
|
|
(% of risk)4 |
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Continental Europe |
|
|
57.2 |
|
|
|
57.3 |
|
|
|
73.0 |
|
|
|
2,880 |
|
|
|
3,603 |
|
|
|
4,104 |
|
|
|
1.02 |
|
|
|
1.23 |
|
|
|
3.16 |
|
Spain |
|
|
45.5 |
|
|
|
44.0 |
|
|
|
50.0 |
|
|
|
1,745 |
|
|
|
2,411 |
|
|
|
2,473 |
|
|
|
1.06 |
|
|
|
1.38 |
|
|
|
1.34 |
|
Santander Consumer Finance1 |
|
|
100.1 |
|
|
|
105.3 |
|
|
|
109.5 |
|
|
|
544 |
|
|
|
565 |
|
|
|
753 |
|
|
|
0.90 |
|
|
|
0.96 |
|
|
|
1.27 |
|
Portugal |
|
|
51.8 |
|
|
|
50.0 |
|
|
|
53.1 |
|
|
|
124 |
|
|
|
192 |
|
|
|
393 |
|
|
|
0.50 |
|
|
|
0.73 |
|
|
|
1.40 |
|
Poland |
|
|
60.3 |
|
|
|
61.8 |
|
|
|
68.0 |
|
|
|
186 |
|
|
|
167 |
|
|
|
112 |
|
|
|
1.04 |
|
|
|
1.01 |
|
|
|
1.00 |
|
United Kingdom |
|
|
41.9 |
|
|
|
41.6 |
|
|
|
44.1 |
|
|
|
332 |
|
|
|
580 |
|
|
|
806 |
|
|
|
0.14 |
|
|
|
0.24 |
|
|
|
0.30 |
|
Latin America |
|
|
84.7 |
|
|
|
85.4 |
|
|
|
87.5 |
|
|
|
5,119 |
|
|
|
6,435 |
|
|
|
7,300 |
|
|
|
3.56 |
|
|
|
4.43 |
|
|
|
4.93 |
|
Brazil |
|
|
95.4 |
|
|
|
95.1 |
|
|
|
90.2 |
|
|
|
3,682 |
|
|
|
4,894 |
|
|
|
6,124 |
|
|
|
4.84 |
|
|
|
6.34 |
|
|
|
7.38 |
|
Mexico |
|
|
86.1 |
|
|
|
97.5 |
|
|
|
157.3 |
|
|
|
756 |
|
|
|
801 |
|
|
|
466 |
|
|
|
2.98 |
|
|
|
3.47 |
|
|
|
2.23 |
|
Chile |
|
|
52.4 |
|
|
|
51.1 |
|
|
|
57.7 |
|
|
|
521 |
|
|
|
597 |
|
|
|
573 |
|
|
|
1.75 |
|
|
|
1.92 |
|
|
|
1.90 |
|
Argentina |
|
|
143.3 |
|
|
|
140.4 |
|
|
|
143.3 |
|
|
|
121 |
|
|
|
119 |
|
|
|
108 |
|
|
|
2.54 |
|
|
|
2.12 |
|
|
|
2.05 |
|
United States |
|
|
192.8 |
|
|
|
86.6 |
|
|
|
95.3 |
|
|
|
2,233 |
|
|
|
43 |
|
|
|
345 |
|
|
|
3.45 |
|
|
|
0.00 |
|
|
|
0.72 |
|
Puerto Rico |
|
|
55.6 |
|
|
|
61.6 |
|
|
|
62.0 |
|
|
|
55 |
|
|
|
48 |
|
|
|
81 |
|
|
|
1.43 |
|
|
|
1.13 |
|
|
|
1.80 |
|
Santander Bank |
|
|
109.4 |
|
|
|
93.6 |
|
|
|
105.9 |
|
|
|
26 |
|
|
|
(5 |
) |
|
|
265 |
|
|
|
0.06 |
|
|
|
(0.01 |
) |
|
|
0.61 |
|
SC USA |
|
|
296.2 |
|
|
|
|
|
|
|
|
|
|
|
2,152 |
|
|
|
|
|
|
|
|
|
|
|
10.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Group |
|
|
67.2 |
|
|
|
61.7 |
|
|
|
72.4 |
|
|
|
10,562 |
|
|
|
10,863 |
|
|
|
12,640 |
|
|
|
1.43 |
|
|
|
1.53 |
|
|
|
2.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
SCF includes GE Nordics in the 2014 figures. |
2. |
Includes gross loans to customers, guarantees and documentary credits. |
3. |
Bad debts recovered (EUR 1,336 million). |
4. |
Cost of credit= loan-loss provisions 12 months/average lending. |
|
|
|
|
|
196 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
At the end of 2014, credit risk with customers was 9% higher. This growth occurred in all countries except for
Spain (although taking into account just customer loans, there was slight growth), Portugal and Puerto Rico. These levels of lending, together with non-performing loans (NPLs) of EUR 41,709 million (-1.4%) reduced the Groups NPL ratio to
5.19% (-45 b.p.).
For coverage of these NPLs, the Group recorded net credit losses of EUR 10,562 million (-3%), after deducting write-off
recoveries. This decline is materialised in a fall in the cost of credit to 1.43% (10 b.p. less than in 2013).
Total loan-loss provisions were EUR 28,046 million, bringing the Groups coverage ratio to 67%. It is
important to bear in mind that this ratio is affected downwards by the weight of mortgage portfolios (particularly in the UK and Spain), which require fewer provisions as they have collateral.
Conciliation of the main magnitudes
The consolidated
financial report details the portfolio of customer loans, both gross and net of funds. The following chart shows the relation between the concepts that comprise these magnitudes.
|
|
|
|
|
|
|
|
|
197 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Geographic distribution and segmentation
On the basis of the aforementioned segmentation, the geographic distribution and situation of the portfolio is shown in the following charts. The distribution
is as follows:
|
|
|
|
|
198 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
The structure of the main magnitudes by geographic area :
|
|
|
Spains NPL ratio3 was 7.38%, (11 b.p. lower than in 2013), despite the reduction in the denominator and due to the favourable evolution of NPLs, mainly
at companies. The coverage ratio increased to 46%. |
|
|
|
Portugal ended the year with a higher NPL ratio (8.89%). The ratio was partly affected by the decline in lending, in line with the financial systems deleveraging process. The coverage ratio rose by 2 p.p.
to 52%. |
|
|
|
Polands NPL ratio fell to 7.42% (42 b.p. less than in 2013), and is on a path of normalisation after the rise in 2013 following the integration of Kredyt Bank. The coverage ratio was 60%. |
|
|
|
Santander Consumers NPL ratio, after the increase in the perimeter, was 4.82%, with a good general performance of portfolios in all countries. The coverage ratio was 100%. |
|
|
|
The UK4 reduced its NPL ratio to 1.79% (-19 b.p.), due to the good performance in all segments, particularly retail and especially the mortgage portfolio. The
coverage ratio increased to 42% (0.3 p.p. more than 2013). |
|
|
|
Brazils NPL ratio5 fell to 5.05% (-59b.p.), with a positive performance in most portfolios. The coverage ratio was 95%. |
|
|
|
Chile increased its NPL ratio to 5.97% (+ 6 b.p.), although the portfolios risk premium came down. The coverage ratio was 52%. (+ 1.3 p.p.) Lending grew 6%. |
|
|
|
Mexicos NPL ratio increased to 3.84% (+ 18 b.p.), mainly affected by the greater regulatory requirements in the countrys financial system and a macroeconomic environment less favourable than
envisaged. The coverage ratio dropped to 86% (-11 p.p.). |
|
|
|
The United States NPL ratio declined to 2.54% (-6 b.p.) and the coverage ratio rose to 193% (+106 p.p.). |
|
|
|
The NPL ratio at Santander Bank was 1.41% (-82 b.p.), as a result of the good performance of the retail and company portfolios, while the coverage ratio was higher at 109%. |
|
|
|
SCUSAs cost of credit was 10.76%. The high rotation of the portfolio and the units active credit management brought the NPL ratio to 3.97% and the coverage ratio increased to 296%. |
|
|
|
Puerto Ricos NPL ratio increased to 7.45% and the coverage ratio dropped to 56%.
|
Portfolio in normal situation: matured amounts pending collection
The amounts matured pending collection of three months or less represented 0.42% of total credit risk with customers. The following table shows the structure
at December 31 2014, classified on the basis of the maturity of the first maturity:
Matured amounts pending
Million euros. Data at 31 December 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less |
|
|
|
|
|
|
|
|
|
than 1 |
|
|
1-2 |
|
|
2-3 |
|
|
|
month |
|
|
months |
|
|
months |
|
Deposits in credit entities |
|
|
5 |
|
|
|
|
|
|
|
3 |
|
Customer loans |
|
|
2,222 |
|
|
|
710 |
|
|
|
406 |
|
Public administrations |
|
|
8 |
|
|
|
0 |
|
|
|
0 |
|
Other private sectors |
|
|
2,215 |
|
|
|
710 |
|
|
|
406 |
|
Securities representing debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,228 |
|
|
|
710 |
|
|
|
409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful loans and provisions: performance and structure
The table below shows the performance of doubtful balances by the concepts that comprise them:
Evolution of non-performing loans by the concepts that comprise them
Million euros
2012-2014 Evolution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
NPLs (start of he period) |
|
|
32,006 |
|
|
|
36,061 |
|
|
|
41,652 |
|
Entries |
|
|
16,538 |
|
|
|
17,596 |
|
|
|
9,652 |
|
Perimeter |
|
|
(628 |
) |
|
|
743 |
|
|
|
497 |
|
Exchange rate and other |
|
|
(491 |
) |
|
|
(2,122 |
) |
|
|
1,734 |
|
Write-offs |
|
|
(11,364 |
) |
|
|
(10,626 |
) |
|
|
(11,827 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NPLs (end of period) |
|
|
36,061 |
|
|
|
41,652 |
|
|
|
41,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
Excluding run-off real estate activity. More detail at 6.3.2. Spain. |
4. |
More detail at 6.3.1. United Kingdom |
5. |
More detail at 6.3.3. Brazil |
|
|
|
|
|
|
|
|
|
199 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Evolution of funds by the concepts that comprise them
Million euros. Data at 31 December 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance 2012-2014 |
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
Funds (start of period) |
|
|
19,531 |
|
|
|
26,111 |
|
|
|
25,681 |
|
Collectively determined |
|
|
4,058 |
|
|
|
4,319 |
|
|
|
3,747 |
|
Individually determined |
|
|
15,474 |
|
|
|
21,793 |
|
|
|
21,934 |
|
Gross allocation determined individually and writedowns |
|
|
19,508 |
|
|
|
12,335 |
|
|
|
10,948 |
|
Allocation |
|
|
13,869 |
|
|
|
12,140 |
|
|
|
10,948 |
|
Writedowns |
|
|
5,639 |
|
|
|
195 |
|
|
|
|
|
Capital gains |
|
|
358 |
|
|
|
(212 |
) |
|
|
974 |
|
Exchange rate and other |
|
|
(1,939 |
) |
|
|
(1,928 |
) |
|
|
2,271 |
|
Write-offs |
|
|
(11,347 |
) |
|
|
(10,626 |
) |
|
|
(11,827 |
) |
Funds (end of period) |
|
|
26,111 |
|
|
|
25,681 |
|
|
|
28,046 |
|
Forbearance portfolio
The term forbearance portfolio refers for the purposes of the Groups risk management to operations which the client has presented, or financial
difficulties are envisaged for meeting payment obligations in the prevailing contractual terms and, for this reason, steps were taken to modify, cancel or even formalise a new transaction.
Grupo Santander has a detailed corporate policy for forbearance which acts as a reference in the various local transpositions of all the financial
institutions that form part of the Group, and share the general principles established in Bank of Spain circular 6/2012 and the technical criteria published in 2014 by the European Banking Authority, developing them in a more granular way on the
basis of the level of deterioration of clients.
This corporate policy sets rigorous criteria of prudence for assessing these risks:
|
|
|
There must be restrictive use of restructurings, avoiding actions that delay recognising deterioration. |
|
|
|
The main aim must be to recover all the amounts owed, which entails recognising as soon as possible the amounts that it is estimated cannot be recovered. |
|
|
|
The restructuring must always envisage maintaining the existing guarantees and, if possible, improving them. Effective guarantees not only serve to mitigate the severity, but also can reduce the probability of default.
|
|
|
|
This practice must not involve granting additional financing to the client, serve to refinance the debt of other banks, or be used as an instrument of cross-selling. |
|
|
|
It is necessary to assess all the forbearance alternatives and their effects, ensuring that the results would be better than those likely to be achieved in the event of not doing it. |
|
|
|
Severer criteria are applied for the classification of forbearance operations which prudently ensure the re-establishment of the clients payment capacity, from the moment of forbearance and for an adequate period
of time. |
|
|
|
In addition, in the case of clients assigned a risk analyst, individualised analysis of each case is particularly important, both for their correct identification as well as subsequent classification, monitoring and
adequate provisions. |
The policy also establishes various criteria related to determining the perimeter of operations considered as
forbearance, through defining a detailed series of objective indicators that enable situations of financial difficulty to be identified.
In this way,
operations not classified as doubtful at the date of forbearance are generally considered as being in financial difficulties if at this date non-payment exceeds a month. If there is no non-payment or if this does not exceed the month of maturity,
other indicators are taken into account including:
|
|
|
Operations of clients who already have problems with other transactions. |
|
|
|
When the modification is made necessary prematurely, without there yet existing a previous and satisfactory experience with the client. |
|
|
|
In the event that the necessary modifications involve granting special conditions such as the need to have to establish a temporary grace period in the payment or, when these new conditions are regarded as more
favourable for the client than those granted in an ordinary admission. |
|
|
|
Request for successive modifications over an unreasonable period of time. |
|
|
|
|
|
200 |
|
|
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|
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|
ANNUAL REPORT 2014 |
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RISK MANAGEMENT REPORT CREDIT
RISK |
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|
|
In any case, once the modification is made, if any irregularity arises in the payment during an established period of observation, even if there are no other symptoms, the operation will be considered within the
perimeter of forbearance (backtesting). |
As soon as it is determined that the reasons giving rise to the modification are due to financial
difficulties, two types of forbearance are distinguished for management purposes on the basis of the management situation of these operations in origin: ex ante forbearance when the original operation is considered a doubtful risk and ex post
forbearance when arising from a doubtful situation.
In addition, within ex post forbearance treatments applicable for cases of advanced deterioration are
distinguished, whose requirements and classification criteria are even more severe than for the rest of forbearance.
Once the forbearance is done, those
operations that remain classified as doubtful risk for not meeting at the time of forbearance the requirements for their reclassification to another category, must fulfil a schedule of prudent payments in order to ensure with reasonable certainty
that the client has recovered his payment capacity.
If there is any irregularity (non-technical) in payments during this period, the observation period
is begun again.
Once this period is over, conditioned by the customers situation and by the operations features (maturity and guarantees
granted), the operation is no longer considered doubtful, although it remains subject to a test period with special monitoring.
This tracking is
maintained as long as a series of requirements are not met, including: a minimum period of observation, amortisation of a substantial percentage of the amounts pending and having met the unpaid amounts at the time of forbearance.
The forbearance of a doubtful operation, regardless of whether, as a result of it, the transaction remains current in payment, does not modify the date of
non-payment considered for determining the provisions. At the same time, the forbearance of a doubtful operation does not give rise to any release of the corresponding provisions.
The total volume of forbearance stood at EUR 56,703 million at the end of 2014 (7% of the Groups
total customer loans), with the following structure 6:
Million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk |
|
|
|
Non-doubtful |
|
|
Doubtful |
|
|
Total |
|
|
|
Amount |
|
|
Amount |
|
|
Amount |
|
|
% spec. cov. |
|
Total |
|
|
33,135 |
|
|
|
23,568 |
|
|
|
56,703 |
|
|
|
21 |
% |
On a like-for-like basis with 2013, the Groups level of forbearance declined 6% (-EUR 3,229 million), continuing the
reduction of the previous year.
As regards loan classification, 58% is non-doubtful. Of note is the high level of guarantees (75% with real guarantees)
and adequate coverage through specific provisions (21% of the total forbearance portfolio and 45% of the doubtful portfolio).
Management metrics7
Credit risk management uses other metrics to those already commented on, particularly management of
non-performing loans variation plus net write-offs (known in Spanish as VMG) and expected loss. Both enable risk managers to form a complete idea of the portfolios evolution and future prospects.
Unlike non-performing loans, the VMG refers to the total portfolio deteriorated over a period of time, regardless of the situation in which it finds
itself (doubtful loans and write-offs). This makes the metric a main driver when it comes to establishing measures to manage the portfolio.
6. |
The figures of the non-doubtful portfolio include the portfolio in normal and substandard classification of Bank of Spain circular 4/04. For more detail, see note 54 of the auditors report and annual financial
statements. |
7. |
For more detail on these metrics see 6.5.5. measurement and control, in this section. |
|
|
|
|
|
|
|
|
|
201 |
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ANNUAL REPORT 2014 |
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RISK MANAGEMENT REPORT CREDIT
RISK |
The VMG is frequently considered in relation to the average loan that generated them, giving rise to what is
known as the risk premium, whose evolution can be seen below.
The Groups risk premium dropped sharply, in a context of growth in lending.
Unlike the loss incurred, used by the Group to estimate loan-loss provisions, the expected loss is the estimate of the economic loss which will occur
during the following year in the existing portfolio at a given moment. Its forward-looking component complements the view provided by the VMG when analysing the portfolio and its evolution.
The expected loss reflects the portfolios features as regards the exposure at default (EaD), the probability of default (PD) and the severity or
recovery once the default occurs (loss given default, LGD).
The table below sets out the distribution by segments in terms of EaD, PD and LGD. For example, it can be seen
how the consideration of the LGD in the metrics makes the portfolios with mortgage guarantee generally produce a lower expected loss, fruit of the recovery that occurs in the event of a default via the mortgaged property.
The expected loss with clients of the portfolio in normal situation is 1.01% (down from 1.20% in 2013) and 0.82% for the whole of the Groups credit
exposure (0.98% in 2013), which underscores the medium-low risk profile assumed.
Segmentation of the credit risk exposure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment |
|
EAD1 |
|
|
% |
|
|
Average PD |
|
|
Average LGD |
|
|
Expected loss |
|
Sovereign debt |
|
|
150,890 |
|
|
|
14.3 |
% |
|
|
0.02 |
% |
|
|
46.90 |
% |
|
|
0.01 |
% |
Banks and other fin. instit. |
|
|
64,271 |
|
|
|
6.1 |
% |
|
|
0.32 |
% |
|
|
51.81 |
% |
|
|
0.17 |
% |
Public sector |
|
|
21,150 |
|
|
|
2.0 |
% |
|
|
1.87 |
% |
|
|
8.29 |
% |
|
|
0.16 |
% |
Corporate |
|
|
149,339 |
|
|
|
14.2 |
% |
|
|
0.61 |
% |
|
|
32.48 |
% |
|
|
0.20 |
% |
SMEs |
|
|
156,424 |
|
|
|
14.8 |
% |
|
|
3.15 |
% |
|
|
38.60 |
% |
|
|
1.22 |
% |
Individual mortgages |
|
|
325,181 |
|
|
|
30.8 |
% |
|
|
2.60 |
% |
|
|
8.46 |
% |
|
|
0.22 |
% |
Consumer credit (individuals) |
|
|
125,580 |
|
|
|
11.9 |
% |
|
|
6.59 |
% |
|
|
52.61 |
% |
|
|
3.47 |
% |
Credit cards (individuals) |
|
|
42,499 |
|
|
|
4.0 |
% |
|
|
3.49 |
% |
|
|
63.58 |
% |
|
|
2.22 |
% |
Other assets |
|
|
19,849 |
|
|
|
1.9 |
% |
|
|
3.05 |
% |
|
|
50.08 |
% |
|
|
1.52 |
% |
Memorandum item2 |
|
|
820,173 |
|
|
|
77.7 |
% |
|
|
2.98 |
% |
|
|
33.73 |
% |
|
|
1.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,055,182 |
|
|
|
100.0 |
% |
|
|
2.40 |
% |
|
|
34.28 |
% |
|
|
0.82 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Data at December 2014.
1. |
Excludes doubtful loans. |
2. |
Excludes sovereign debt, banks and other financial institutions and other assets. |
|
|
|
|
|
202 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
6.3. Detail of the main countries
The portfolios with the largest concentration of risk are set out below, based on the figures in 6.2.2. Performance of magnitudes in 2014.
6.3.1. United Kingdom
6.3.1.1. General view of the portfolio
Santander UKs total outstanding was EUR 256,337 million at the end of 2014 (32% of the Groups total), with the following distribution
by segments:
6.3.1.2. Mortgage portfolio
Because of its importance not just for Santander UK but for all of the Groups outstanding, it is worth highlighting the mortgages portfolio, which
stood at EUR 193,048 million at the end of 2014.
This portfolio consists of mortgages for acquisition or reforming homes, granted to new as well as
existing clients and always constituting the first mortgage. There are no operations that entail second or successive charges on mortgaged properties.
The mortgaged property must always be located within UK territory, regardless of the destiny of the financing except in the case of some one-off operations in
the Isle of Man. Mortgages can be granted for properties outside the UK, but the collateral for such mortgages must consists of a property in the UK.
Most of the credit exposure is in the south east of the UK, and particularly in the metropolitan area of London, where housing prices are more stable even
during periods of economic slowdown.
All the properties are valued independently before each new operation is approved, in accordance with the Groups risk
management principles.
Mortgages that have already been granted are subject to a quarterly updating of the value of the property in guarantee, by an
independent agency, using an automatic valuation system in accordance with the markets usual practices and in compliance with prevailing legislation.
The distribution of the portfolio by type of borrowers is shown in the chart below:
1. |
First time buyer: clients who acquire a home for the first time. |
2. |
Home mover: clients who change home, with or without changing the bank that granted the loan. |
3. |
Remortgage: clients who transfer the mortgage from another bank. |
4. |
Buy to let: Homes acquired with the purpose of renting them out. |
There are varies types of products
with different risk profiles, all of them subject to the limits inherent in the policies of a prime lender such as Santander UK. The features of some of them (in brackets the percentage of the portfolio of UK mortgages they represent):
|
|
Interest only loans (41.1%)*: The customer pays every month the interest and amortises the capital at maturity. An appropriate repayment vehicle such as a pension plan, mutual funds, etc is needed. This is a regular
product in the UK market for which |
* |
Percentage calculated on the total or some component of interest only. |
|
|
|
|
|
|
|
|
|
203 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Santander UK applies restrictive policies in order to mitigate the risks inherent in it. For example, maximum
LTV of 50%, higher cutoff in the admission score or the evaluation of the payment capacity simulating the amortization of capital and interest payments instead of just interest.
|
|
Flexible loans (14.2%): This type of loan contractually enables the customer to modify the monthly payments or make additional provision of funds up to a pre-established limit, as well as having disbursements from
previously paid amounts above that limit. |
|
|
Buy to Let (2.2%): Buy to let mortgages (purchase of a property to then rent it out) account for a small percentage of the total portfolio. Admission was halted between 2009 and 2013 when it was reactivated following
the improvement in market conditions and approval with strict rick policies. In 2014, these mortgages represented around 5% of the total monthly admission. |
The evolution of the mortgage portfolio over the last three years is shown below:
* |
Real growth, discounting the exchange rate impact, was 1.3% |
There was slight growth of 1.3% (discounting the
exchange rate impact) in 2014, accompanied by a favourable environment partly sustained by the UK governments help to buy scheme. This programme enables first residency buyers, as well as those who are already property owners, under a series
of conditions, to acquire a home by contributing a minimum of 5% of its value and obtaining financing for the rest, The government guarantees lenders if the value of the property falls by up to 15%.
In 2014, as can be seen in the chart below, the NPL ratio of this portfolio dropped from 1.88% in 2013 to 1.64%, slightly above that of the UK banking
industry as a whole, according to the Council of Mortgage Lenders (CML).
1. |
Figures of Santander UK in accordance with the amount of the cases. |
2. |
CML figures in accordance with the volume of cases. |
The decline in the NPL ratio was sustained by the
evolution of non-performing loans, which improved significantly thanks to a more favourable economic environment, as well as the increased NPL exits due to the improvements in the efficiency of the recovery teams. NPLs fell 11.9% to EUR
3,162 million (growth of 1.1% in 2013).
It is also necessary to point out the more conservative focus adopted in Santander UKs definition of a
NPL, in line with the criteria set by the Bank of Spain and Grupo Santander, with regard to the standard applied in the UK market. This focus includes the classification as doubtful of the following operations:
|
|
Clients with payment delays of between 30 and 90 days and who have been declared publically insolvent (via bankruptcy process) in the previous two years. |
|
|
Operations in which once the maturity date is reached there is still capital of the loan pending payment with a maturity of more than 90 days, although the client remains up to date with the monthly payments.
|
|
|
Forbearance operations which, in accordance with the corporate policy, are considered as payment agreements and thus classified as doubtful. |
Excluding these concepts, which are not included for calculating the NPL ratio in the UK market, and under which EUR 419 million were classified as NPLs
at the end of 2014, the ratio of the mortgage portfolio was 1.42%, well below the aforementioned 1.64% and close to that published by the Council of Mortgage Lenders.
The strict credit policies limit the maximum loan-to-value (LTV) to 90% for those loans that amortize interest payments and capital, and to 50% for those that
amortize interest regularly and the capital at maturity. Applying these policies enabled the simple arithmetic average LTV of the portfolio to be 47.2% and the average weighted LTV 42.8%. The proportion of the portfolio with a LTV of more than 100%
was reduced to 2.4% from 4.4% in 2013.
|
|
|
|
|
204 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
The following charts show the LTV structure for the stock of residential mortgages and the distribution in terms
of the income multiple of new loans in 2014:
1. |
Loan to value: Relation between the amount of the loan and the appraised value of the property. Based on indices. |
2. |
Income multiple: Relation between the total original amount of the mortgage and the customers annual gross income declared in the loan request. |
The credit risk policies explicitly forbid loans regarded as high risk (subprime mortgages) and establish demanding requirements for credit quality, both for
operations and for clients. For example, as of 2009 mortgages with a loan-to-value of more than 100% have not been allowed.
An additional indicator of
the portfolios good performance is the reduced volume of foreclosed properties, which in 2014 amounted to EUR 75 million, less than 0.1% of the total mortgage exposure. Efficient management of these cases and the existence of a dynamic
market for this type of housing enables sales to take place in a short period of time (around 18 weeks on average), contributing to the good results.
6.3.1.3. SMEs and companiess
As shown in the chart on
the segmentation of the portfolio at the beginning of this section, lending to SMEs and companies (EUR 47,674 million) represented 15.4% of the total at Santander UK.
The following sub-segments are included in these portfolios:
SMEs: This segment includes those small firms which, from the risk management standpoint, are in the standardised
model. Specifically, those belonging to the business lines of small business banking and regional business centres. Total outstanding at the end of 2014 was EUR 17,427 million, with a NPL ratio of 4.4% (5.9% at the start of the year).
Companies: This includes companies who have a risk analyst assigned. Also included are portfolios considered as not strategic (legacy and non-core).
Outstanding at the end of 2014 was EUR 8,978 million, with a NPL ratio of 3.1% (3.6% at the start of the year).
SGBM: This includes companies
under the risk management model of Global Wholesale Banking. Outstanding was EUR 11,457 million at the end of 2014 (NPL ratio of 0.03%).
Social
housing: This includes lending to companies that build, sell and rent social housing. This segment is supported by local governments and the central government and has no NPLs. Outstanding stood at EUR 9,810 million at the end of 2014.
In line with the objective of becoming the reference bank for SMEs and companies, the most representative portfolios of this segment grew by around 6% in 2014
in net terms.
6.3.2. Spain
6.3.2.1. General view of the
portfolio
The total credit risk (including guarantees and documentary credits) in Spain (excluding the run-off real estate unit, commented on later)
amounted to EUR 182,974 million at the end of 2014 (23% of the Group), with an adequate level of diversification by both product and customer segment.
The year 2014 was a turning point in the downward trend in total credit risk. Although in annual terms it still fell 4%, it rose moderately in the second part
of the year, reflecting the economic situation and the various strategies implemented.
|
|
|
|
|
|
|
|
|
205 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Var |
|
|
Var |
|
|
|
2014 |
|
|
2013 |
|
|
2012** |
|
|
14/13 |
|
|
13/12 |
|
Total credit risk* |
|
|
182,974 |
|
|
|
189,783 |
|
|
|
210,536 |
|
|
|
-4 |
% |
|
|
-10 |
% |
Home mortgages |
|
|
49,894 |
|
|
|
52,016 |
|
|
|
52,834 |
|
|
|
-4 |
% |
|
|
-2 |
% |
Rest of loansto individuals |
|
|
17,072 |
|
|
|
17,445 |
|
|
|
20,042 |
|
|
|
-2 |
% |
|
|
-13 |
% |
Companies |
|
|
96,884 |
|
|
|
106,042 |
|
|
|
119,808 |
|
|
|
-9 |
% |
|
|
-11 |
% |
Publicadministrations |
|
|
19,124 |
|
|
|
13,996 |
|
|
|
17,852 |
|
|
|
37 |
% |
|
|
-22 |
% |
* |
Including guarantees and documentary credits. |
** |
In order to facilitate like-for-like comparisons with prior years the figures for 2012 have been restated. |
The NPL ratio for the total portfolio was 7.38%, 11 b.p less than in 2013. The fall in lending (which increased the NPL ratio by 26 b.p.) was offset by the
better NPL figure (which reduced the ratio by 37 b.p.). This was largely due to the lower NPL entries (-40% on average below 2013 in all portfolios), and to the clean-up period of part of the substandard operations reclassified in June 2013 in the
mortgage portfolio.
The coverage ratio increased by one p.p. to 45%, after the decline in 2013 as a result of the reclassification of substandard
operations.
Below are the main portfolios.
6.3.2.2 Home mortgages
Lending to households to acquire
a home in Spain amounted to EUR 50,388 million at the end of 2014 (27% of total credit), of which 99% has a mortgage guarantee.
Lending to
households to acquire homes*
Million euros
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
Gross amount |
|
|
50,388 |
|
|
|
52,879 |
|
Without mortgage guarantee |
|
|
493 |
|
|
|
863 |
|
With mortgage guarantee |
|
|
49,894 |
|
|
|
52,016 |
|
Of which doubtful |
|
|
2,964 |
|
|
|
3,956 |
|
Without mortgage guarantee |
|
|
61 |
|
|
|
461 |
|
With mortgage guarantee |
|
|
2,903 |
|
|
|
3,495 |
|
* |
Excluding the mortgage portfolio of Santander Consumer Spain (EUR 2,555 million in 2014), with doubtful loans of EUR 95 million.
|
The NPL ratio of mortgages to households to acquire a home was 5.82%, 90 b.p.less than in 2013, supported by
gross NPL entries that were 50% lower and the clean-up period of part of the operations classified in June 2013 as doubtful for subjective reasons.
The portfolio of mortgages for homes in Spain kept its medium-low profile and with limited expectations of a further
deterioration:
|
|
All mortgages pay principle right from the start. |
|
|
Early amortization is usual and so the average life of the operation is well below that in the contract. |
|
|
The borrower responds with all his assets and not just the home. |
|
|
High quality of collateral concentrated almost exclusively in financing the first home. |
|
|
Average affordability rate of close to 29%. |
|
|
Some 73% of the portfolio has a loan-to-value of less than 80% (total risk/latest available valuation of the home). In 2014, an appraisal took place which covered almost all the mortgage portfolio, in line with the
supervisors requirements. |
Ranges of total LTV*
Million euros
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
Gross amount with mortgage guarantee |
|
|
49,894 |
|
|
|
52,016 |
|
LTV < 40% |
|
|
4,773 |
|
|
|
12,339 |
|
LTV between 40% and 60% |
|
|
9,566 |
|
|
|
16,105 |
|
LTV between 60% and 80% |
|
|
22,036 |
|
|
|
17,364 |
|
LTV between 80% and 100% |
|
|
10,985 |
|
|
|
5,392 |
|
LTV > 100% |
|
|
2,535 |
|
|
|
815 |
|
of which doubtful |
|
|
2,903 |
|
|
|
3,496 |
|
LTV < 40% |
|
|
85 |
|
|
|
273 |
|
LTV between 40% and 60% |
|
|
223 |
|
|
|
634 |
|
LTV between 60% and 80% |
|
|
671 |
|
|
|
1,335 |
|
LTV between 80% and 100% |
|
|
681 |
|
|
|
931 |
|
LTV > 100% |
|
|
1,242 |
|
|
|
323 |
|
* |
Excluding Santander Consumer Spain. |
|
|
|
|
|
206 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Loan-to-value: Percentage total risk/amount of the latest valuation appraisal. Affordability rate: relation between the
annual quotas and the customers net income.
Despite the economic situation and the gradual deterioration over the last few years, the loan
admission measures implemented in admission since 2008 and a change in demand toward better profiles produced a good evolution of vintages as of then.
6.3.2.3 Companies portfolio
Credit risk assumed directly with SMEs and companies (EUR 96,884 million) is the main segment in lending in Spain (53% of the total).
Most of the portfolio (94%) corresponds to clients who have been assigned a analyst who monitors the borrower continuously throughout the risk cycle. In
2014, as part of the Santander Advance project, the criteria of clients with an individual analyst was changed and the number of clients with continuous monitoring increased.
The portfolio is well diversified, with more than 192,000 active clients and no significant concentrations by
sector.
The NPL ratio of this portfolio was 8.91% at the end of 2014, mainly affected by the fall in lending.
6.3.2.4. Run-off real estate activity in Spain
The Group
manages in a separate unit run-off real estate activity in Spain8, which includes loans to clients mainly for real estate promotion, and has a specialised management model, stakes in Sareb9 and foreclosed assets.
The Groups strategy in the last few years has been to reduce the volume of
these loans which at the end of 2014 stood at EUR 8,114 million in net terms (around 3% of loans in Spain and less than 1% of the Groups loans). The portfolios composition is as follows:
|
|
Net loans of EUR 3,787 million, EUR 1,948 million less than in 2013 and with a coverage of 54%. |
|
|
Net foreclosed assets ended 2014 at EUR 3,533 million, with coverage of 55%. |
|
|
The value of the stake in Sareb was EUR 794 million. |
8. |
For more detail on the real estate portfolio see note 54 of the auditors report and the annual financial statements. |
9. |
As of the end of 2014, the stake in Metrocavesa was consolidated by global integration. |
|
|
|
|
|
|
|
|
|
207 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
The gross exposure in loans and foreclosures continued the downward trend of previous years and fell 53.3%
between 2008 and 2014.
The following table shows the evolution and classification of the lending and foreclosed portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
|
Gross balance |
|
|
% coverage |
|
|
Net balance |
|
|
Gross balance |
|
|
% coverage |
|
|
Net balance |
|
1. Credit |
|
|
8,276 |
|
|
|
54 |
% |
|
|
3,787 |
|
|
|
11,355 |
|
|
|
49 |
% |
|
|
5,735 |
|
a. Normal |
|
|
102 |
|
|
|
0 |
% |
|
|
102 |
|
|
|
424 |
|
|
|
0 |
% |
|
|
424 |
|
b. Sub-standard |
|
|
1,209 |
|
|
|
35 |
% |
|
|
784 |
|
|
|
2,815 |
|
|
|
36 |
% |
|
|
1,797 |
|
c. Doubtful |
|
|
6,965 |
|
|
|
58 |
% |
|
|
2,901 |
|
|
|
8,116 |
|
|
|
57 |
% |
|
|
3,514 |
|
2. Foreclosed |
|
|
7,904 |
|
|
|
55 |
% |
|
|
3,533 |
|
|
|
7,990 |
|
|
|
55 |
% |
|
|
3,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL 1+2 |
|
|
16,180 |
|
|
|
55 |
% |
|
|
7,320 |
|
|
|
19,345 |
|
|
|
52 |
% |
|
|
9,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millone euros
By type of real estate that guarantees the loans and foreclosed assets, the coverage levels are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans |
|
|
Foreclosed assets |
|
|
Total |
|
|
|
Exposure |
|
|
Coverage |
|
|
Exposure |
|
|
Coverage |
|
|
Exposure |
|
|
Coverage |
|
Completed buildings |
|
|
3,577 |
|
|
|
38 |
% |
|
|
2,269 |
|
|
|
43 |
% |
|
|
5,846 |
|
|
|
40 |
% |
Promotions under construction |
|
|
130 |
|
|
|
49 |
% |
|
|
716 |
|
|
|
46 |
% |
|
|
846 |
|
|
|
47 |
% |
Land |
|
|
3,393 |
|
|
|
69 |
% |
|
|
4,864 |
|
|
|
62 |
% |
|
|
8,257 |
|
|
|
65 |
% |
Other guarantees |
|
|
1,176 |
|
|
|
61 |
% |
|
|
55 |
|
|
|
64 |
% |
|
|
1,231 |
|
|
|
61 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
|
8,276 |
|
|
|
54 |
% |
|
|
7,904 |
|
|
|
55 |
% |
|
|
16,180 |
|
|
|
55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Million euros
6.3.3. Brazil
Brazils credit risk is EUR 90,572 million (11.2% of the Groups total). It is adequately diversified and with a mainly retail profile
(51% to individuals, consumer finance and SMEs)
Loans grew 13% (at constant exchange rate) in 2014 compared to 7.1% in 2013. This growth was in line with the average of
Brazils private sector banks.
|
|
|
|
|
208 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Below are the levels of lending and growth of the main segments.
Lending: segmentation
Million euros. Constant exchange rates, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
14 / 13 |
|
|
13 / 12 |
|
|
12 / 11 |
|
Individuals |
|
|
24,635 |
|
|
|
23,230 |
|
|
|
21,734 |
|
|
|
6 |
% |
|
|
7 |
% |
|
|
11 |
% |
Mortgages |
|
|
6,919 |
|
|
|
5,060 |
|
|
|
3,860 |
|
|
|
37 |
% |
|
|
31 |
% |
|
|
24 |
% |
Consumer |
|
|
10,506 |
|
|
|
11,676 |
|
|
|
11,947 |
|
|
|
-10 |
% |
|
|
-2 |
% |
|
|
8 |
% |
Cards |
|
|
5,711 |
|
|
|
5,286 |
|
|
|
4,965 |
|
|
|
8 |
% |
|
|
6 |
% |
|
|
14 |
% |
Others |
|
|
1,499 |
|
|
|
1,207 |
|
|
|
962 |
|
|
|
24 |
% |
|
|
25 |
% |
|
|
-2 |
% |
Santander Financiamentos |
|
|
8,742 |
|
|
|
8,976 |
|
|
|
9,302 |
|
|
|
-3 |
% |
|
|
-4 |
% |
|
|
-3 |
% |
SMEs and large companies |
|
|
54,547 |
|
|
|
45,057 |
|
|
|
41,164 |
|
|
|
21 |
% |
|
|
9 |
% |
|
|
13 |
% |
SMEs |
|
|
10,679 |
|
|
|
11,137 |
|
|
|
11,477 |
|
|
|
-4 |
% |
|
|
-3 |
% |
|
|
20 |
% |
Companies |
|
|
14,415 |
|
|
|
11,940 |
|
|
|
10,496 |
|
|
|
21 |
% |
|
|
14 |
% |
|
|
4 |
% |
Corporate |
|
|
29,453 |
|
|
|
21,981 |
|
|
|
19,190 |
|
|
|
34 |
% |
|
|
15 |
% |
|
|
13 |
% |
Growth was stronger in the segments with a more conservative risk profile, in line with the Banks policy
of giving greater weight in the portfolios composition to segments with a better credit profile.
Of note in the segment of individuals was growth
in mortgages (28% of total lending as against 22% in 2013), and the stronger rise to companies and corporations.
The Bank also continued during 2014 the
measures started two years ago to strengthen the quality of loan admission, which has led to a sustained improvement in the leading indicators on the credit profile of new loans (vintages). The following charts show these indicators for the
portfolios of loans to individuals and SMEs, which accounted for 62% of NPLs and 76% of provisions.
|
|
|
|
|
|
|
|
|
209 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
As a result of these improvement policies in loan admission and the change of mix, the NPL ratio fell by 59 b.p.
in 2014 to 5.05%.
The coverage ratio was 95% at the end of 2014, a rise of 33 b.p. This improvement was due to the better performance of the portfolio,
which reduced the level of NPLs.
6.4. Other credit risk optics
6.4.1. Credit risk by activity in the financial markets
This section covers credit risk generated in treasury activities with clients, mainly with credit institutions. This is developed through financing products in
the money market with different financial institutions, as well as derivatives to provide service to Group clients.
According to chapter six of the CRR
(EU regulation 575/2013), the credit risk of the counterparty is the risk that the client in an operation could enter into non-payment before the definitive settlement of the cash flows of this operation. It includes the following types of
operations: derivative instruments, operations with repurchase commitment, stock lending commodities, operations with deferred settlement and financing of guarantees.
There are two methodologies for measuring the exposure, one is with MtM methodology (replacement value of derivatives or amount available in committed credit
lines) and the other, introduced in the middle of 2014 for some countries and products, which incorporates the calculation of the exposure by Monte Carlo simulation. The capital at risk or unexpected loss is also calculated, i.e. the loss which,
once the expected loss has been subtracted, constitutes the economic capital, net of guarantees and recovery.
After markets close, exposures are
re-calculated by adjusting all operations to their new time frame, adjusting the potential future exposure and applying mitigation measures (netting, collateral, etc), so that the exposures can be controlled directly against the limits approved by
senior management. Risk control is done through an integrated system and in real time, enabling the exposure limit available with any counterparty, product and maturity and in any Group unit to be known at each moment.
Exposures in counterparty risk
The total exposure at the end of 2014 on the basis of management criteria in terms of positive market value after applying netting agreements and collateral by
counterparty risk activities was EUR 17,260 million (net exposure of EUR 50,006 million) and was concentrated in high credit quality counterparties (75.2% of risk with counterparties has a rating equal to or more than A-).
In addition, at the end of 2014 credit valuation adjustments of EUR 785.6 million were registered
(-16.8%10 due mainly to the general fall in credit spreads during 2014) and debt valuation adjustments of EUR 227.5 million (-2.7%)11.
Around 93% of the counterparty risk operations in nominal terms was with financial institutions and central counterparty institutions (CCP in English)
with whom we operate almost entirely under netting and collateral agreements. The rest of operations with customers who are not financial institutions are, in general, operations whose purpose is hedging. Occasionally, operations are conducted for
purposes other than hedging, always with specialised clients.
Distribution of counterparty risk by client rating (in nominal terms)*
|
|
|
|
|
AAA |
|
|
1.39 |
% |
AA |
|
|
2.30 |
% |
A |
|
|
71.52 |
% |
BBB |
|
|
20.84 |
% |
BB |
|
|
3.91 |
% |
B |
|
|
0.03 |
% |
RESTO |
|
|
0.02 |
% |
* |
Ratings based on equivalences between internal ratings and ratings of agencies. |
10. |
2013 figures recalculated for those counterparties without listed CDS for which, as of 2014, market proxies are used, calculated by CDS on the basis of the rating/sector/ country of the counterparty (the figure
published in 2013 for these counterparties uses the internal PD). |
11. |
The definition and methodology for calculating the CVA and DVA are set out in 7.2.2.6. |
|
|
|
|
|
210 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Counterparty risk: distribution by nominal risk and market value *
Million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
|
|
|
Market value |
|
|
|
|
|
Market value |
|
|
|
|
|
Market value |
|
|
|
Nominal |
|
|
Positive |
|
|
Negative |
|
|
Nominal |
|
|
Positive |
|
|
Negative |
|
|
Nominal |
|
|
Positive |
|
|
Negative |
|
CDS protection acquired** |
|
|
38,094 |
|
|
|
60 |
|
|
|
769 |
|
|
|
45,968 |
|
|
|
86 |
|
|
|
887 |
|
|
|
52,332 |
|
|
|
476 |
|
|
|
680 |
|
CDS protection sold |
|
|
31,565 |
|
|
|
658 |
|
|
|
48 |
|
|
|
38,675 |
|
|
|
763 |
|
|
|
89 |
|
|
|
42,697 |
|
|
|
453 |
|
|
|
333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total credit derivatives |
|
|
69,659 |
|
|
|
717 |
|
|
|
817 |
|
|
|
84,642 |
|
|
|
849 |
|
|
|
976 |
|
|
|
95,030 |
|
|
|
930 |
|
|
|
1,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity forwards |
|
|
1,055 |
|
|
|
117 |
|
|
|
17 |
|
|
|
2,125 |
|
|
|
76 |
|
|
|
20 |
|
|
|
4,630 |
|
|
|
338 |
|
|
|
132 |
|
Equity options |
|
|
36,616 |
|
|
|
1,403 |
|
|
|
2,192 |
|
|
|
58,964 |
|
|
|
1,686 |
|
|
|
2,420 |
|
|
|
60,689 |
|
|
|
1,376 |
|
|
|
1,438 |
|
Equity spot |
|
|
19,947 |
|
|
|
421 |
|
|
|
|
|
|
|
10,041 |
|
|
|
1,103 |
|
|
|
0 |
|
|
|
6,616 |
|
|
|
999 |
|
|
|
0 |
|
Equity swaps |
|
|
472 |
|
|
|
|
|
|
|
701 |
|
|
|
685 |
|
|
|
|
|
|
|
265 |
|
|
|
88 |
|
|
|
0 |
|
|
|
266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity derivatives |
|
|
58,089 |
|
|
|
1,941 |
|
|
|
2,910 |
|
|
|
71,814 |
|
|
|
2,865 |
|
|
|
2,705 |
|
|
|
72,022 |
|
|
|
2,713 |
|
|
|
1,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income forwards |
|
|
3,905 |
|
|
|
3 |
|
|
|
124 |
|
|
|
3,089 |
|
|
|
1 |
|
|
|
0 |
|
|
|
4,855 |
|
|
|
5 |
|
|
|
4 |
|
Fixed-income options |
|
|
423 |
|
|
|
4 |
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Fixed-income spot |
|
|
5,055 |
|
|
|
|
|
|
|
|
|
|
|
1,906 |
|
|
|
|
|
|
|
0 |
|
|
|
1,693 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income derivatives |
|
|
9,383 |
|
|
|
8 |
|
|
|
124 |
|
|
|
4,995 |
|
|
|
1 |
|
|
|
0 |
|
|
|
6,548 |
|
|
|
5 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward and spot rates |
|
|
151,172 |
|
|
|
3,633 |
|
|
|
2,828 |
|
|
|
101,216 |
|
|
|
2,594 |
|
|
|
1,504 |
|
|
|
105,089 |
|
|
|
1,380 |
|
|
|
1,342 |
|
Exchange-rate options |
|
|
44,105 |
|
|
|
530 |
|
|
|
790 |
|
|
|
46,290 |
|
|
|
604 |
|
|
|
345 |
|
|
|
70,298 |
|
|
|
232 |
|
|
|
496 |
|
Other exchange rate derivatives |
|
|
354 |
|
|
|
3 |
|
|
|
6 |
|
|
|
125 |
|
|
|
2 |
|
|
|
1 |
|
|
|
41 |
|
|
|
1 |
|
|
|
0 |
|
Exchange-rate swaps |
|
|
458,555 |
|
|
|
14,771 |
|
|
|
15,549 |
|
|
|
411,603 |
|
|
|
9,738 |
|
|
|
8,530 |
|
|
|
418,930 |
|
|
|
9,617 |
|
|
|
9,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exchange rate derivatives |
|
|
654,187 |
|
|
|
18,936 |
|
|
|
19,173 |
|
|
|
559,233 |
|
|
|
12,940 |
|
|
|
10,380 |
|
|
|
594,358 |
|
|
|
11,231 |
|
|
|
11,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset swaps |
|
|
22,617 |
|
|
|
999 |
|
|
|
1,749 |
|
|
|
22,594 |
|
|
|
901 |
|
|
|
1,634 |
|
|
|
22,322 |
|
|
|
870 |
|
|
|
1,623 |
|
Call money swaps |
|
|
264,723 |
|
|
|
1,228 |
|
|
|
1,150 |
|
|
|
235,981 |
|
|
|
698 |
|
|
|
608 |
|
|
|
215,404 |
|
|
|
673 |
|
|
|
1,011 |
|
Interest rate structures |
|
|
23,491 |
|
|
|
2,215 |
|
|
|
2,940 |
|
|
|
37,398 |
|
|
|
1,997 |
|
|
|
2,553 |
|
|
|
6,640 |
|
|
|
2,180 |
|
|
|
2,339 |
|
Forward interest rates- FRAs |
|
|
171,207 |
|
|
|
13 |
|
|
|
63 |
|
|
|
117,011 |
|
|
|
16 |
|
|
|
18 |
|
|
|
304,041 |
|
|
|
41 |
|
|
|
49 |
|
IRS |
|
|
2,899,760 |
|
|
|
95,654 |
|
|
|
94,624 |
|
|
|
2,711,552 |
|
|
|
58,164 |
|
|
|
54,774 |
|
|
|
2,038,235 |
|
|
|
81,091 |
|
|
|
77,005 |
|
Other interest-rate derivatives |
|
|
218,167 |
|
|
|
4,357 |
|
|
|
3,728 |
|
|
|
230,735 |
|
|
|
3,870 |
|
|
|
3,456 |
|
|
|
251,526 |
|
|
|
4,255 |
|
|
|
3,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-rate derivatives |
|
|
3,599,966 |
|
|
|
104,466 |
|
|
|
104,253 |
|
|
|
3,355,272 |
|
|
|
65,648 |
|
|
|
63,043 |
|
|
|
2,838,168 |
|
|
|
89,109 |
|
|
|
85,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodities |
|
|
1,020 |
|
|
|
243 |
|
|
|
112 |
|
|
|
1,363 |
|
|
|
265 |
|
|
|
78 |
|
|
|
1,871 |
|
|
|
308 |
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commodity derivatives |
|
|
1,020 |
|
|
|
243 |
|
|
|
112 |
|
|
|
1,363 |
|
|
|
265 |
|
|
|
78 |
|
|
|
1,871 |
|
|
|
308 |
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross derivatives |
|
|
4,392,304 |
|
|
|
126,312 |
|
|
|
127,389 |
|
|
|
4,077,320 |
|
|
|
82,568 |
|
|
|
77,183 |
|
|
|
3,607,996 |
|
|
|
104,295 |
|
|
|
100,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repos |
|
|
166,047 |
|
|
|
3,871 |
|
|
|
5,524 |
|
|
|
152,105 |
|
|
|
9,933 |
|
|
|
7,439 |
|
|
|
123,784 |
|
|
|
2,453 |
|
|
|
3,315 |
|
Stock lending |
|
|
27,963 |
|
|
|
3,432 |
|
|
|
628 |
|
|
|
19,170 |
|
|
|
2,919 |
|
|
|
672 |
|
|
|
18,857 |
|
|
|
3,476 |
|
|
|
774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total counterparty risk |
|
|
4,586,314 |
|
|
|
133,615 |
|
|
|
133,541 |
|
|
|
4,248,595 |
|
|
|
95,419 |
|
|
|
85,294 |
|
|
|
3,750,638 |
|
|
|
110,223 |
|
|
|
104,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Figures with management criteria. Excluding organised markets. |
** |
Credit derivatives acquired including hedging of loans. |
Counterparty risk: exposure in terms of market value
and equivalent credit risk including mitigation effect1
Million
euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Market value netting effect2 |
|
|
28,544 |
|
|
|
27,587 |
|
|
|
28,192 |
|
Collateral received |
|
|
11,284 |
|
|
|
9,451 |
|
|
|
11,454 |
|
Exposure by market value3 |
|
|
17,260 |
|
|
|
18,136 |
|
|
|
16,738 |
|
Net ECR4 |
|
|
50,006 |
|
|
|
58,425 |
|
|
|
56,088 |
|
1. |
Data with management criteria. Excluding organised markets. |
2. |
Market value used to include the effects of mitigant agreements to calculate the exposure by counterparty risk. |
3 |
Taking into account the mitigation of netting agreements and after discounting the collateral received. |
4 |
ERC (equivalent credit risk: net replacement value plus the maximum potential value less the collateral received). |
|
|
|
|
|
|
|
|
|
211 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Counterparty risk: Notional OTC derivative products by maturity*
Million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year** |
|
|
1-5 years |
|
|
5-10 years |
|
|
Over 10 years |
|
|
TOTAL |
|
CDS protection acquired*** |
|
|
37,852 |
|
|
|
72 |
|
|
|
0 |
|
|
|
170 |
|
|
|
38,094 |
|
CDS protection sold |
|
|
31,565 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
31,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total credit derivatives |
|
|
69,417 |
|
|
|
72 |
|
|
|
0 |
|
|
|
170 |
|
|
|
69,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity forwards |
|
|
1,055 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,055 |
|
Equity options |
|
|
34,302 |
|
|
|
1,529 |
|
|
|
557 |
|
|
|
228 |
|
|
|
36,616 |
|
Equity spot |
|
|
19,842 |
|
|
|
105 |
|
|
|
0 |
|
|
|
0 |
|
|
|
19,947 |
|
Equity swaps |
|
|
472 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity derivatives |
|
|
55,670 |
|
|
|
1,634 |
|
|
|
557 |
|
|
|
228 |
|
|
|
58,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-income forwards |
|
|
3,283 |
|
|
|
622 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,905 |
|
Fixed-income options |
|
|
423 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
423 |
|
Fixed-income spot |
|
|
4,514 |
|
|
|
318 |
|
|
|
207 |
|
|
|
17 |
|
|
|
5,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed-income derivatives |
|
|
8,219 |
|
|
|
940 |
|
|
|
207 |
|
|
|
17 |
|
|
|
9,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward and spot rates |
|
|
147,542 |
|
|
|
3,574 |
|
|
|
56 |
|
|
|
1 |
|
|
|
151,172 |
|
Exchange-rate options |
|
|
41,082 |
|
|
|
3,024 |
|
|
|
0 |
|
|
|
0 |
|
|
|
44,105 |
|
Other exchange rate derivatives |
|
|
345 |
|
|
|
9 |
|
|
|
0 |
|
|
|
0 |
|
|
|
354 |
|
Exchange-rate swaps |
|
|
427,937 |
|
|
|
17,900 |
|
|
|
9,422 |
|
|
|
3,296 |
|
|
|
458,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total exchange rate derivatives |
|
|
616,905 |
|
|
|
24,507 |
|
|
|
9,478 |
|
|
|
3,298 |
|
|
|
654,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset swaps |
|
|
21,310 |
|
|
|
315 |
|
|
|
777 |
|
|
|
215 |
|
|
|
22,617 |
|
Call money swaps |
|
|
262,828 |
|
|
|
1,650 |
|
|
|
175 |
|
|
|
69 |
|
|
|
264,723 |
|
Interest rate structures |
|
|
20,747 |
|
|
|
405 |
|
|
|
848 |
|
|
|
1,492 |
|
|
|
23,491 |
|
Forward interest rates - FRAs |
|
|
171,207 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
171,207 |
|
IRS |
|
|
2,739,575 |
|
|
|
85,442 |
|
|
|
42,082 |
|
|
|
32,662 |
|
|
|
2,899,760 |
|
Other interest-rate derivatives |
|
|
202,853 |
|
|
|
8,346 |
|
|
|
6,578 |
|
|
|
390 |
|
|
|
218,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-rate derivatives |
|
|
3,418,520 |
|
|
|
96,158 |
|
|
|
50,459 |
|
|
|
34,829 |
|
|
|
3,599,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodities |
|
|
823 |
|
|
|
197 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commodity derivatives |
|
|
823 |
|
|
|
197 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives |
|
|
4,169,554 |
|
|
|
123,508 |
|
|
|
60,701 |
|
|
|
38,541 |
|
|
|
4,392,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repos |
|
|
165,947 |
|
|
|
100 |
|
|
|
0 |
|
|
|
0 |
|
|
|
166,047 |
|
Stock lending |
|
|
27,509 |
|
|
|
301 |
|
|
|
131 |
|
|
|
22 |
|
|
|
27,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total counterparty risk |
|
|
4,363,010 |
|
|
|
123,909 |
|
|
|
60,831 |
|
|
|
38,563 |
|
|
|
4,586,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Figures on the basis of management criteria. Excluding organised markets. |
** |
In operations under collateral agreement the period of the collateral replacement is considered as maturity. |
*** |
Credit derivatives acquired including hedging of loans. |
|
|
|
The distribution of risk in notional derivatives by type of counterparty was 54% with financial institutions and 39% with clearing
houses.
|
|
As regards the geographic distribution, 49% of notional derivatives are with UK counterparties (whose weight within the total is due to the increasing use of clearing houses), 15% with North American counterparties, 8% with Spanish
ones. 8% with French ones and of note among the rest is 14% with other European countries and 4% with Latin America. |
|
|
|
|
|
212 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
Counterparty risk, organised markets and clearing houses
The Groups policies seek to anticipate wherever possible the implementation of measures resulting from new regulations regarding operations of OTC
derivatives, repos and stock lending, both if settled by clearing house or if remaining bilateral. In recent years, there has been a gradual standardisation of OTC operations in order to conduct clearing and settlement via houses of all new trading
operations required by the new rules, as well as foster internal use of the electronic execution systems.
As regards the operations of organised markets,
within counterparty risk management credit risk for this type of operation is not considered, as this risk is eliminated by the organised markets acting as counterparty in the operations, given that they have mechanisms that enable them to protect
their financial position via systems of deposits and improved guarantees and processes that ensure the liquidity and transparency of transactions. As of 2014, with the entry into force of the new CRD IV (Capital Requirements Directive) and the CRR
(Capital Requirements Regulations), which transfer the Basel III principles, credit risk is considered for this type of operation as regards calculating capital.
The following table show the relative share in total derivatives of new operations settled by clearing house at the end of 2014 and the significant evolution
of operations settled by clearing house since 2012.
Distribution of counterparty risk on the basis of the channel of clearing and type of derivative*
Nominal in million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bilateral |
|
|
CCP** |
|
|
|
|
|
|
Nominal |
|
|
% |
|
|
Nominal |
|
|
% |
|
|
Total |
|
Derivatives |
|
|
67,895 |
|
|
|
97 |
% |
|
|
1,764 |
|
|
|
2.5 |
% |
|
|
69,659 |
|
Equity derivatives |
|
|
58,019 |
|
|
|
100 |
% |
|
|
70 |
|
|
|
0.1 |
% |
|
|
58,089 |
|
Fixed-income derivatives |
|
|
9,368 |
|
|
|
99.8 |
% |
|
|
15 |
|
|
|
0.2 |
% |
|
|
9,383 |
|
Exchange rate derivatives |
|
|
653,702 |
|
|
|
99.9 |
% |
|
|
484 |
|
|
|
0.1 |
% |
|
|
654,187 |
|
Interest rate derivatives |
|
|
1,860,694 |
|
|
|
51.7 |
% |
|
|
1,739,272 |
|
|
|
48.3 |
% |
|
|
3,599,966 |
|
Commodities derivatives |
|
|
1,020 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
1,020 |
|
Repos |
|
|
108,153 |
|
|
|
65.1 |
% |
|
|
57,894 |
|
|
|
34.9 |
% |
|
|
166,047 |
|
Stock lending |
|
|
27,963 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
27,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,786,814 |
|
|
|
60.8 |
% |
|
|
1,799,499 |
|
|
|
39.2 |
% |
|
|
4,586,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Figures based on management criteria. Excluding organised markets. |
** |
Central counterparty institutions (CCPs) |
Risk distribution on the basis of settlement in CCPs and by type of
derivative and evolution*
Gross exposure. Nominal in million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
Credit derivatives |
|
|
1,764 |
|
|
|
949 |
|
|
|
|
|
Equity derivatives |
|
|
70 |
|
|
|
111 |
|
|
|
138 |
|
Fixed-income derivatives |
|
|
15 |
|
|
|
1 |
|
|
|
33 |
|
Exchange rate derivatives |
|
|
484 |
|
|
|
616 |
|
|
|
988 |
|
Interest rate derivatives |
|
|
1,739,272 |
|
|
|
1,290,496 |
|
|
|
669,750 |
|
Commodities derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
Repos |
|
|
57,894 |
|
|
|
55,435 |
|
|
|
63,875 |
|
Stock lending |
|
|
|
|
|
|
46 |
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,799,499 |
|
|
|
1,347,653 |
|
|
|
734,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Data on the basis of management criteria. Excluding organised markets. |
The Group actively manages operations
not settled by clearing house and seeks to optimise their volume, given the requirements of spreads and capital that the new regulations impose on them.
In general, the operations with financial institutions are done under netting and collateral agreements, and a continued effort is being made to ensure that
the rest of operations are covered under this type of agreement. Generally, the collateral agreements that the Group signs are bilateral ones with some exceptions mainly with multilateral institutions and securitisation funds.
The collateral received under the different types of collateral (CSA, OSLA, ISMA, GMRA, etc) signed by the Group amounted to EUR 11,284 million (of which
EUR 9,643 million corresponded to collateral received by derivatives), mostly effective (92.9%), and the rest of the collateral types are subject to strict policies of quality as regards the type of issuer and its rating, debt seniority and
haircuts applied.
|
|
|
|
|
|
|
|
|
213 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
The chart below shows the geographic distribution:
Off-balance sheet credit risk
The off-balance sheet risk corresponding to funding and guarantee commitments with wholesale clients was EUR 80,980 million and with the following
distribution by products:
Off-balance sheet exposure
In
million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity |
|
|
|
< 1 |
|
|
1-3 |
|
|
3-5 |
|
|
> 5 |
|
|
|
|
Product |
|
YEAR |
|
|
YEARS |
|
|
YEARS |
|
|
YEARS |
|
|
TOTAL |
|
Funding* |
|
|
10,103 |
|
|
|
10,310 |
|
|
|
29,673 |
|
|
|
2,434 |
|
|
|
52,520 |
|
Technical guarantees |
|
|
4,568 |
|
|
|
8,013 |
|
|
|
1,677 |
|
|
|
4,081 |
|
|
|
18,339 |
|
Financial and commercial guarantees |
|
|
3,281 |
|
|
|
4,356 |
|
|
|
1,105 |
|
|
|
663 |
|
|
|
9,406 |
|
Foreign trade** |
|
|
0 |
|
|
|
217 |
|
|
|
0 |
|
|
|
499 |
|
|
|
716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
17,952 |
|
|
|
22,896 |
|
|
|
32,455 |
|
|
|
7,677 |
|
|
|
80,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Mainly including credit lines committed bilaterally and syndicated. |
** |
Mainly including stand-by letters of credit. |
Activity in credit derivatives
Grupo Santander uses credit derivatives to cover loans, customer business in financial markets and within trading operations. The volume of this activity is
small compared to that of our peers and, moreover, is subject to a solid environment of internal controls and minimising operational risk.
The risk of
these activities is controlled via a broad series of limits such as VaR12, nominal by rating, sensitivity to the spread by rating and name, sensitivity to the rate of recovery and to correlation. Jump-to-default limits are also set by individual
name, geographic area, sector and liquidity.
In notional terms, the CDS position incorporates EUR 35,646 million of acquired protection13 and EUR
31,556 million of sold protection.
At December 31, 2014, the sensitivity of lending to increases in spreads of one basis point was minus EUR
1.5 million, higher than 2013, and the average VaR was EUR 2.9 million, above 2013 and 2012 (average VaR of EUR 2.1 million and EUR 2.9 million, respectively).
6.4.2. Risk of concentration
Control of risk concentration is a
vital part of management. The Group continuously tracks the degree of concentration of its credit risk portfolios using various criteria: geographic areas and countries, economic sectors, products and groups of clients.
The board, via the risk appetite, determines the maximum levels of concentration, as detailed in section 4.4. on risk appetite and structure of limits. In
line with the risk appetite, the executive risk committee establishes the risk policies and reviews the exposure levels appropriate for adequate management of the degree of concentration of the credit risk portfolios.
In geographic terms the credit risk with clients is diversified in the main markets in which the Group operates, as shown in the chart below.
Some 56% of the Groups credit risk corresponds to individual customers, who, due to their inherent nature, are highly
diversified. In addition, the portfolio is also well distributed by sectors, with no significant concentrations in specific sectors. The following chart shows the distribution at the end of the year.
12. |
The definition and methodology of the VaR calculation is in 7.2.2.1. |
13. |
This figures excludes around EUR 1,760 million nominal of CDS which cover loans that for accounting purposes are recorded as financial guarantees instead of credit derivatives as their change in value has no impact
on results or reserves in order to avoid accounting asymmetry. |
|
|
|
|
|
214 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
The Group is subject to the regulation on large risks contained in the fourth part of the CRR (EU regulations 575/2013),
according to which the exposure contracted by an entity with a client or group of clients linked among themselves will be considered a large exposure when its value is equal to or more than 10% of the eligible capital. In addition, in
order to limit the large exposures no entity can assume with a client or group of linked clients an exposure whose value exceeds 25% of its eligible capital, after taking into account the impact of the reduction of credit risk contained in the
regulation.
At the end of 2014, after applying risk mitigation techniques and regulations applicable to large risks, all the declared groups were below
4.7% of eligible equity except for a central EU counterparty entity which was 7.3%.
The regulatory credit exposure with the 20 largest groups within the
sphere of large risks represented 5.5% of outstanding credit risk with clients (lending plus balance sheet risks). As for regulatory credit exposure with financial institutions, the top 10 represented EUR 18,378 million.
The Groups risks division works closely with the financial division to actively manage credit portfolios. Its activities include reducing the
concentration of exposures through various techniques such as using credit derivatives and securitisation to optimise the risk-return relation of the whole portfolio
6.4.3. Country risk
Country risk is a component of credit risk
in all cross-border credit operations for circumstances different to the usual commercial risk. Its main elements are sovereign risk, the risk of transfer and other risks that could affect international financial activity (wars, natural disasters,
balance of payments crisis, etc).
The exposure susceptible to country-risk provisions at the end of 2014 was EUR 176 million (EUR
382 million in 2013). Total provisions stood at EUR 22 million compared with EUR 47 million in 2013. Of note in 2014 was Colombia which changed its classification, in accordance with Bank of Spain criteria, from Group 2 to Group 314.
The exposure is moderate and has been on a downward path in recent years, particularly in 2014 due to the maturities of
operations. The only exception was in 2008 when there was a significant increase due to the incorporation of transactions with Brazilian clients resulting from the purchase of ABN/Banco Real. This increase was reduced in 2009, with the
reclassification of Brazil to Group 2.
The total exposure to country risk, regardless of whether it requires provisions or not, is also moderate. Except
for Group 1 countries (considered by the Bank of Spain as those of less risk15), the individual exposure by country does not exceed in any cases 1% of Grupo Santanders total assets.
The principles of country risk management continued to follow criteria of maximum prudence; country risk is assumed very selectively in operations that are
clearly profitable for the bank, and which enhance the global relationship with customers.
6.4.4. Sovereign risk and vis-á-vis the rest of public
administrations
As a general criterion, sovereign risk is that contracted in transactions with a central bank (including the regulatory cash reserve
requirement), the issuer risk of the Treasury or similar entity (portfolio of public debt) and that arising from operations with public institutions with the following features: their funds only come from the states budgeted income and the
activities are of a non-commercial nature.
14. |
The typology of countries for each risk group is defined in Bank of Spain circular 4/2004 . |
15. |
This group includes operations with final debtor resident in the European Union, Norway, Switzerland, Iceland, the US, Canada, Japan, Australia and New Zealand. |
|
|
|
|
|
|
|
|
|
215 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
This criterion, historically used by Grupo Santander, has some differences with that of the European Banking
Authority (EBA) used for its regular stress exercises. The main ones are that the EBAs criterion does not include risk with central banks, exposures with insurance companies, indirect exposures via guarantees and other instruments. On the
other hand, it includes public administrations in general (including regional and local ones) and not only the state sector.
Exposure to sovereign risk
(according to the criteria applied in the Group) mainly emanates from the obligations to which our subsidiary banks are subject regarding the establishment of certain deposits in central banks, the establishment of deposits with the excess of
liquidity and of fixed-income portfolios maintained within the risk management strategy for structural interest of the balance sheet and in trading books in treasuries. The great majority of these exposures are in local currency and are funded on
the basis of customer deposits captured locally, and also in local currency.
The exposures in the local sovereign but in currencies different to the
official one of the country of issuance is not very significant (EUR 8,633 million, 4.5% of the total sovereign risk), and less so the exposure in non-local sovereign issuers, which means cross-border risk16 (EUR 3,257 million, 1.68% of
the total sovereign risk).
In general, the total exposure to sovereign risk has remained at adequate levels to support the regulatory and strategic
motives of this portfolio.
The investment strategy for sovereign risk also takes into account the credit quality of each country when setting the maximum
exposure limits. The following table shows the percentage of exposure by rating levels17.
Exposure by level of rating
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
AAA |
|
|
29 |
% |
|
|
36 |
% |
|
|
34 |
% |
|
|
29 |
% |
AA |
|
|
4 |
% |
|
|
6 |
% |
|
|
3 |
% |
|
|
26 |
% |
A |
|
|
28 |
% |
|
|
27 |
% |
|
|
29 |
% |
|
|
6 |
% |
BBB |
|
|
32 |
% |
|
|
26 |
% |
|
|
31 |
% |
|
|
38 |
% |
Under BBB |
|
|
7 |
% |
|
|
5 |
% |
|
|
4 |
% |
|
|
1 |
% |
The sovereign risk distribution by rating level was affected in the last few years by many rating revisions of the sovereign
issuers of the countries where the Group operates (Spain, Portugal, US, Chile, etc.).
On the basis of the EBA criteria already mentioned, the exposure to
public administrations at the end of each of the last three years was as follows (figures in million euros)18:
The exposure increased 40% in 2014, mainly
due to the acquisition of fixed-income portfolios available for sale in Brazil, Spain and Portugal. The sovereign risk exposure of Spain (where the Group has its headquarters) is not high in terms of total assets (3.4% at the end of 2014), compared
to its peers.
The sovereign exposure in Latin America is almost all in local currency, recorded in local books and concentrated in short-term maturities
of lower interest rate risk and greater liquidity.
Exposure to sovereign risk (EBA criteria)
Million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEC. 31, 2014 |
|
Portfolio |
|
|
|
|
|
|
Trading & |
|
|
|
|
|
|
|
|
Net total |
|
|
|
others |
|
|
Available |
|
|
|
|
|
direct |
|
|
|
to VR |
|
|
for sale |
|
|
Lending |
|
|
exposure |
|
Spain |
|
|
5,778 |
|
|
|
23,893 |
|
|
|
15,098 |
|
|
|
44,769 |
|
Portugal |
|
|
104 |
|
|
|
7,811 |
|
|
|
589 |
|
|
|
8,504 |
|
Italy |
|
|
1,725 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,725 |
|
Greece |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Ireland |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Rest of euro zone |
|
|
(1,070 |
) |
|
|
3 |
|
|
|
1 |
|
|
|
(1,066 |
) |
UK |
|
|
(613 |
) |
|
|
6,669 |
|
|
|
144 |
|
|
|
6,200 |
|
Poland |
|
|
5 |
|
|
|
5,831 |
|
|
|
30 |
|
|
|
5,866 |
|
Rest of Europe |
|
|
1,165 |
|
|
|
444 |
|
|
|
46 |
|
|
|
1,655 |
|
US |
|
|
88 |
|
|
|
2,897 |
|
|
|
664 |
|
|
|
3,649 |
|
Brazil |
|
|
11,144 |
|
|
|
17,685 |
|
|
|
783 |
|
|
|
29,612 |
|
Mexico |
|
|
2,344 |
|
|
|
2,467 |
|
|
|
3,464 |
|
|
|
8,275 |
|
Chile |
|
|
593 |
|
|
|
1,340 |
|
|
|
248 |
|
|
|
2,181 |
|
Rest of Latam |
|
|
181 |
|
|
|
1,248 |
|
|
|
520 |
|
|
|
1,949 |
|
Rest of world |
|
|
4,840 |
|
|
|
906 |
|
|
|
618 |
|
|
|
6,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
26,284 |
|
|
|
71,194 |
|
|
|
22,205 |
|
|
|
119,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEC. 31, 2013 |
|
Portfolio |
|
|
|
|
|
|
Trading & |
|
|
|
|
|
|
|
|
Net total |
|
|
|
others |
|
|
Available |
|
|
|
|
|
direct |
|
|
|
to VR |
|
|
for sale |
|
|
Lending |
|
|
exposure |
|
Spain |
|
|
4,359 |
|
|
|
21,144 |
|
|
|
12,864 |
|
|
|
38,367 |
|
Portugal |
|
|
149 |
|
|
|
2,076 |
|
|
|
583 |
|
|
|
2,807 |
|
Italy |
|
|
1,310 |
|
|
|
77 |
|
|
|
0 |
|
|
|
1,386 |
|
Greece |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Ireland |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Rest of euro zone |
|
|
(1,229 |
) |
|
|
67 |
|
|
|
0 |
|
|
|
(1,161 |
) |
UK |
|
|
(1,375 |
) |
|
|
3,777 |
|
|
|
0 |
|
|
|
2,402 |
|
Poland |
|
|
216 |
|
|
|
4,770 |
|
|
|
43 |
|
|
|
5,030 |
|
Rest of Europe |
|
|
5 |
|
|
|
117 |
|
|
|
0 |
|
|
|
122 |
|
US |
|
|
519 |
|
|
|
2,089 |
|
|
|
63 |
|
|
|
2,671 |
|
Brazil |
|
|
8,618 |
|
|
|
8,901 |
|
|
|
223 |
|
|
|
17,743 |
|
Mexico |
|
|
3,188 |
|
|
|
2,362 |
|
|
|
2,145 |
|
|
|
7,695 |
|
Chile |
|
|
(485 |
) |
|
|
1,037 |
|
|
|
534 |
|
|
|
1,086 |
|
Rest of Latam |
|
|
268 |
|
|
|
619 |
|
|
|
663 |
|
|
|
1,550 |
|
Rest of world |
|
|
5,219 |
|
|
|
596 |
|
|
|
148 |
|
|
|
5,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
20,762 |
|
|
|
47,632 |
|
|
|
17,268 |
|
|
|
85,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. |
Countries classified as low risk by the Bank of Spain (Group 1 according to its terminology) are not considered. |
17. |
Internal ratings used. |
18. |
In addition at December 31, 2014, the Group maintained direct net exposures in derivatives whose reasonable value was EUR 1,028 million, as well as indirect net exposures in derivatives whose reasonable value
was EUR 5 million. Grupo Santander has no exposure to portfolios at maturity. |
|
|
|
|
|
216 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT CREDIT
RISK |
6.4.5. Environmental risk
Analysis of the environmental risk of credit operations is one of the main aspects of the strategic plan of corporate social responsibility. It revolves around
the following two large points:
|
|
Equator principles: this is an initiative of the World Banks International Financial Corporation. It is an international standard for analysing the social and environmental impact of project finance operations and
corporate loans with known destiny (bridging loans with forebearance envisaged |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEC. 31, 2012 |
|
Portfolio |
|
|
|
|
|
|
Trading & |
|
|
|
|
|
|
|
|
Net total |
|
|
|
others |
|
|
Available |
|
|
|
|
|
direct |
|
|
|
to VR |
|
|
for sale |
|
|
Lending |
|
|
exposure |
|
Spain |
|
|
4,403 |
|
|
|
24,654 |
|
|
|
16,528 |
|
|
|
45,586 |
|
Portugal |
|
|
0 |
|
|
|
1,684 |
|
|
|
616 |
|
|
|
2,299 |
|
Italy |
|
|
(71 |
) |
|
|
76 |
|
|
|
0 |
|
|
|
4 |
|
Greece |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Ireland |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Rest of euro zone |
|
|
943 |
|
|
|
789 |
|
|
|
0 |
|
|
|
1,731 |
|
UK |
|
|
(2,628 |
) |
|
|
4,419 |
|
|
|
0 |
|
|
|
1,792 |
|
Poland |
|
|
669 |
|
|
|
2,898 |
|
|
|
26 |
|
|
|
3,592 |
|
Rest of Europe |
|
|
10 |
|
|
|
0 |
|
|
|
0 |
|
|
|
10 |
|
US |
|
|
(101 |
) |
|
|
1,783 |
|
|
|
30 |
|
|
|
1,712 |
|
Brazil |
|
|
14,067 |
|
|
|
11,745 |
|
|
|
351 |
|
|
|
26,163 |
|
Mexico |
|
|
4,510 |
|
|
|
2,444 |
|
|
|
2,381 |
|
|
|
9,335 |
|
Chile |
|
|
(293 |
) |
|
|
1,667 |
|
|
|
521 |
|
|
|
1,895 |
|
Rest of Latam |
|
|
214 |
|
|
|
916 |
|
|
|
771 |
|
|
|
1,900 |
|
Rest of world |
|
|
1,757 |
|
|
|
645 |
|
|
|
234 |
|
|
|
2,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
23,480 |
|
|
|
53,718 |
|
|
|
21,457 |
|
|
|
98,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
via project finance and corporate financing to construct or increase a specific project). The assumption of
these principles represents a commitment to assess and take into account the social and environmental risks, and thus to finance only those projects that can accredit adequate management of the social and environmental impacts. The methodology used
is set out below.
|
|
For project finance operations with an amount equal to or more than $10 million, corporate loans with known destiny for a project with an amount equal to more than $100 million, with Santanders share equal to or
more than $50 million, an initial questionnaire is filled out, of a generic nature, designed to establish the projects risk in the socio-environmental sphere (according to categories A, B and C, from greater to lower risk, respectively) and
the operations degree of compliance with the Equator Principles. |
|
|
For those projects classified within the categories of greater risk (categories A and B), a more detailed questionnaire has to be filled out, adapted according to the sector of activity. |
|
|
According to the category and location of the projects a social and environmental audit is carried out (by independent external auditors). The Bank also gives training courses in social and environmental matters to risk
teams as well as to those responsible for business of all the areas involved. An online course was launched in 2014 for more than 2,500 Group employees in all countries. |
In 2014, 79 projects were analysed under the Equator principles for a total amount of EUR 35.911 million.
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VIDA tool: used since 2004, its main purpose is to assess the environmental risk of corporate clients, both current and potential, through a system that classifies in seven categories each of the companies on the basis
of the environmental risk contracted. In 2014, 45.384 clients were assessed by this tool in Spain (total risk of EUR 86,356 million). |
Low or very low environmental risk represents 66% of total risk, lower than in 2013 due to the incorporation of the
perimeter of global wholesale banking.
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6.5. Credit risk cycle
The process of credit risk management consists of identifying, analysing, controlling and deciding on the risks incurred by the Groups operations. The
business areas, senior management and the risk areas are all involved.
The board and the executive committee participate in the process, as well as the
executive risk committee, which sets the risk policies and procedures, the limits and delegation of powers, and approves and supervises the framework of the risk function.
The risk cycle has three phases: pre-sale, sale and post-sale. The process is constantly revised, incorporating the results and conclusions of the after-sale
phase to the study of risk and pre-sale planning.
6.5.1. Study of risk and credit rating process
Risk study consists of analysing a customers capacity to meet his contractual commitments with the bank. This entails analysing the customers
credit quality, risk operations, solvency and profitability to be obtained on the basis of the risk assumed.
With this objective, the Group has used
since 1993 models for assigning solvency ratings. These mechanisms are used in all individualised management segments, both wholesale (sovereign, financial institutions and corporate banking), as well as the rest of companies and institutions in
this category.
The rating is the result of a quantitative model based on balance sheet ratios or macroeconomic variables, which is supplemented by the
expert advice of the analyst.
The ratings given to customers are regularly reviewed, incorporating the latest available financial information and
experience in the development of banking relations. The regularity of the reviews increases in the case of customers who reach certain levels in the automatic warning systems and in those classified as special watch. The rating tools are also
revised in order to adjust the accuracy of the rating granted.
While ratings are used for companies under individualised management, scoring techniques
are used for the standardised segment, which automatically assign a score to operations, as set out in the section decisions on operations.
6.5.2. Planning and setting limits
The purpose of this phase is to limit efficiently and comprehensively the risk levels assumed by the Group.
The credit risk planning process serves to set the budgets and limits at portfolio or customer level on the basis of the segment.
The planning and setting of limits is conducted via documents agreed between the business and risk areas and approved by the executive risk committee or
committees delegated by it, and in which the expected results of business, in terms of risk and return are set out, as well as the limits to which this activity is subject and management of the associated risks.
Planning is articulated via the strategic commercial plan, ensuring the conjunction of the business plan, the credit policy on the basis of the risk appetite
and of the necessary resources to achieve it. It acts as a reference for all retail and commercial banking businesses. The maximum executive committee of each unit is responsible for approving and monitoring the plan.
At the same time, in the wholesale sphere and the rest of companies and institutions analysis is conducted at the client level. When certain circumstances
concur, the client is assigned an individual limit (pre-classification).
In this way, a pre-classification model based on a system for measuring and
monitoring economic capital is used for large corporate groups. The result of pre-classification is the maximum risk level that a client or group can assume in terms of amount of maturity. A more streamlined version of pre-classifications is used
for those companies which meet certain requirements (high knowledge, rating, etc).
Analysis of scenarios
In line with what is described in section 4.5. of this report, analysis of credit risk scenarios enables senior management to better understand the
portfolios evolution in the face of market conditions and changes in the environment. It is a key tool for assessing the sufficiency of the provisions made and the capital to stress scenarios.
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These exercises are carried out for all the Groups relevant portfolios and are articulated as follows:
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Definition of reference scenarios (at both the global level as well as for each of the Groups units). |
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Determining the value of the risk parameters and metrics (probability of default, loss at default, NPLs, etc) to different scenarios. |
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Estimating the expected loss associated with each of the scenarios raised and contrasted with the levels of provisions. |
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Analysis of the evolution of the credit risk profile at the portfolio, segment, unit and Group levels in the face of different scenarios and compared to previous years. |
The simulation models employed by the Group use data from a complete economic cycle in order to calibrate the performance of risk factors in the face of
changes in macroeconomic variables. These models are submitted to backtesting processes and regular fine tuning in order to guarantee they reflect correctly the relationship between macroeconomic variables and risk parameters.
The projections of the risk and loss parameters, normally with a time frame of three years, are executed under various economic scenarios which include the
main macroeconomic variables (GDP, unemployment rate, house prices, inflation, etc).
The economic scenarios defined are backed by different levels of
stress, from the baseline scenario or the most probable one to stress scenarios which, although unlikely, are possible.
These scenarios are defined by
Grupo Santanders research department in coordination with the counterparts of each unit and using as a reference the figures published by the main international institutions.
A global stress scenario is defined describing a world crisis situation and the way it would affect each of the countries in which the Group operates. In
addition, a local stress scenario is defined which affects in an isolated way some of the main units and with a greater degree of stress than the global stress scenario.
In the executive risk committee the Groups senior management takes note, proposes the changes it deems necessary and formally approves the set of
definitive scenarios to be used in the execution of the Groups stress test.
6.5.3. Decisions on operations
The sales phase consists of the decision-taking process which analyses and resolves operations. Approval by the risks area is a prior requirement before
contracting any risk operation. This process must take into account the policies defined for approving operations and take into consideration both the risk appetite as well as those elements of the operation that are relevant in the search for the
right balance between risk and profitability.
In the sphere of individual clients, businesses and SMEs with low turnover, the administration of
large volumes of credit operations with the use of automatic decision models is facilitated for classifying the client/operation binomial. Lending is classified into homogeneous risk groups, on the basis of the information on the features of the
operation and of its owner. These models are used in banking with individuals, businesses and standardised SMEs.
As already indicated, the prior
phase of setting limits can follow two different paths, giving rise to different types of decision in the sphere of companies:
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Automatic and verifying if there is capacity for the proposed operation (in amount, product, maturity and other conditions) within the limits authorised under the framework of pre-classification. This process is
generally applied to corporate pre-classifications. |
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Always requiring the authorisation of the analyst although the operation meets the amount, maturity and other conditions set in the pre-classified limit. This process applies to the pre-classification of companies under
individualised management of retail banking. |
Credit risk mitigation techniques
Grupo Santander applies various forms of credit risk reduction on the basis, among other factors, of the type of client and product. As we will later see, some
are inherent in specific operations (for example, real estate guarantees) while others apply to a series of operations (for example, netting and collateral).
The various mitigation techniques can be grouped into the following categories:
Determination of a net balance by counterparty
The
concept of netting is the possibility of determining a net balance between operations of the same type, under the umbrella of a framework agreement such as ISDA or similar.
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It consists of aggregating the positive and negative market values of derivative transactions that Santander has
with a certain counterparty, so that in the event of default it owes (or Santander owes, if the net is negative) a single net figure and not a series of positive or negative values corresponding to each operation closed with the counterparty.
An important aspect of the contracts framework is that they represent a single legal obligation that covers all operations. This is fundamental when it comes
to being able to net the risks of all operations covered by the contract with a same counterparty.
Real guarantees
These are those goods that are subject to compliance with the guaranteed obligation and which can be provided not only by the client but also by a third party.
The real goods or rights that are the object of the guarantee can be:
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Financial: cash, deposit of securities, gold, etc. |
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Non-financial: real estate (both properties as well as commercial premises, etc), other property goods. |
From
the standpoint of risk admission, the highest level of real guarantees is required. In order to calculate the regulatory capital, only those guarantees that meet the minimum qualitative requirements set out in the Basel agreements are taken into
consideration.
A very important example of a real financial guarantee is collateral. This is a series of instruments with a certain economic value
and high liquidity that are deposited/transferred by a counterparty in favour of another in order to guarantee/reduce the credit risk of the counterparty that could result from portfolios of transactions of derivatives with risk existing between
them.
The nature of these agreements is diverse, but whatever the specific form of collateralisation, the final purpose, as in the netting technique, is
to reduce the counterparty risk.
The operations subject to the collateral agreement are regularly valued (normally day to day) and, on the net balance
resulting from this valuation, the parameters defined in the contract are applied so that a collateral amount is obtained (normally cash or securities), which is to be paid to or received from the counterparty.
As regards real estate guarantees, there are regular re-appraisal processes, based on real market values for the different types of property, which
meet all the requirements set by the regulator.
Implementation of the mitigation techniques follows the minimum requirements established in the manual of
credit risk management policies, and consists of ensuring:
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Legal certainty. The possibility of legally requiring the settlement of guarantees must be examined and ensured at all times. |
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The non-existence of substantial positive correlation between the counterparty and the value of the collateral. |
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The correct documentation of all guarantees.
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The availability of documentation of the methodologies used for each mitigation technique. |
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Adequate monitoring and regular control. |
Personal guarantees and credit derivatives
This typology of guarantees corresponds to those that place a third party in a position of having to respond to obligations acquired by another to the Group.
It includes, for example, sureties, guarantees, stand-by letters of credit, etc. The only ones that can be recognised, for the purposes of calculating capital, are those provided by third parties that meet the minimum requirements set by the
supervisor.
Credit derivatives are financial instruments whose main objective is to cover the credit risk by acquiring protection from a third party,
through which the bank transfers the issuer risk of the underlying asset. Credit derivatives are over the counter (OTC) instruments that are traded in non-organised markets. The coverage with credit derivatives, mainly through credit default swaps,
is contracted with front line banks.
The information on mitigation techniques is in Credit risk reduction techniques of the Prudential Relevance
Report (Pillar III). There is also more information on credit derivatives in the section Activity in credit derivatives in item 6.4.1. Credit risk by activities in financial markets of this report.
6.5.4. Monitoring
Monitoring is a continuous process of constant observation, which allows changes that could affect the credit quality of clients to be detected early on, in
order to take measures to correct the deviations that impact negatively.
Monitoring is based on segmentation of customers, and is carried out by local
and global risk dedicated teams, supplemented by internal audit.
The function consists, among other things, of identifying and tracking clients under
special watch, reviewing ratings and continuous monitoring of indicators of standardised clients.
The system called companies in special watch
(FEVE) identifies four levels on the basis of the degree of concern arising from the circumstances observed (extinguish, secure, reduce, monitor). The inclusion of a company in FEVE does not mean there have been defaults, but rather the advisability
of adopting a specific policy toward that company and establishing the person and time frame for it. Clients in FEVE are reviewed at least every six months, and every quarter for the most serious cases. A company can end up
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in special watch as a result of monitoring, a review conducted by internal audit, a decision of the person
responsible for the company or the entry into functioning of the system established for automatic warnings.
Ratings are reviewed at least every year, but
if weaknesses are detected, or on the basis of the rating, it is done more regularly.
As regards the risks of individual clients, businesses and SMEs
with a low turnover, the main indicators are monitored in order to detect shifts in the performance of the loan portfolio with respect to the forecasts made in the credit management programmes.
6.5.5. Measurement and control
As well as monitoring clients credit quality, Grupo Santander establishes the control procedures needed to analyse the current credit risk profile and
its evolution, through different credit risk phases.
The function is developed by assessing the risks from various perspectives that complement one
another, establishing as the main elements control by countries, business areas, management models, products, etc, facilitating early detection of points of specific attention, as well as preparing action plans to correct any deteriorations.
Each element of control admits two types of analysis:
1.
Quantitative and qualitative analysis of the portfolio.
Analysis of the portfolio controls, permanently and systematically, the evolution of risk with
respect to budgets, limits and standards of reference, assessing the impacts of future situations, exogenous as well as those resulting from strategic decisions, in order to establish measures that put the profile and volume of the risks portfolio
within the parameters set by the Group.
The credit risk control phase uses, among others and in addition to traditional metrics, the following metrics:
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Management of non-performing loans variation plus net write-offs (VMG) |
The VMG measures how NPLs change
during a period, discounting write-offs and taking loan loss recoveries into account.
It is an aggregate measure at portfolio level that allows a
response to deteriorations observed in the evolution of NPLs.
It is the result of the final balance less the initial balance of non-performing loans of the period under
consideration, plus the write-offs in this period less loan loss recoveries in the same period.
The VMG and its components play a key role as variables
of monitoring.
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Expected loss (EL) and capital |
Expected loss is the estimate of the economic loss that would occur
during the next year of the portfolio existing at a given moment.
It is one more cost of activity, and must impact on the price of operations. Its
calculation is mainly based on three parameters:
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Exposure at default (EaD): maximum amount that could be lost as a result of a default. |
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Probability of default (PD): the probability of a clients default during the year. |
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Loss Given Default (LGD): this reflects the percentage of exposure that could not be recovered in the event of a default. It is calculated by discounting at the time of the default the amounts recovered during the whole
recovery process and this figure is then compared in percentage terms with the amount owed by the client at that moment. |
Other relevant
aspects regarding the risk of operations are covered, such as quantification of off-balance sheet exposures or the expected percentage of recoveries, related to the guarantees associated with the operation, as well as other issues such as the type
of product, maturity, etc.
The risk parameters also enable economic and regulatory capital to be calculated. The integration in management of the metrics
of capital is vital for rationalising its use. More detail is available in chapter 12 on capital management and control of capital risk.
2. Evaluation
of the control processes
Evaluation of the control processes includes systematic and regular revision of the procedures and methodology, developed
throughout the credit risk cycle, in order to guarantees their effectiveness and validity.
In 2006, within the corporate framework established in the
Group for compliance with the Sarbanes Oxley law, a corporate tool was established in the Groups intranet to document and certificate all the sub processes, operational risks and controls that mitigate them. The risks division assesses every
year the efficiency of internal control of its activities.
The function of comprehensive control and internal validation of risks, as part of its mission
of supervising the quality of the Groups risk management, guarantees that the management and control systems of the different risks inherent in its activity fulfil the most demanding requirements and the best practices observed in industry
and/or required by regulators. In addition, internal audit is responsible for ensuring that the policies, methods and procedures are adequate, effectively implemented and regularly reviewed.
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6.5.6. Recovery management
Recovery activity is a significant element in the Banks risk management. This function is developed by the area of recoveries and cleaning up of assets,
which was created in July 2013 in order to obtain greater efficiencies in the process of asset recovery, while developing a global strategy and a focus of recovery management.
The Group has a corporate management model which sets the guidelines and general lines of action to be applied in the various countries, always taking into
account the local particularities that the recovery activity requires (economic environment, business model or a mixture of both). The recovery areas are business areas that directly manage clients; the corporate model thus has a business focus,
whose creation of value on a sustained basis is based on effective and efficient collection management, whether by regularisation of balances pending payment or by total recovery.
The recovery management model requires adequate co-ordination of all the management areas (business of recoveries, commercial, technology and operations,
human resources and risks). It is subject to constant review and continuous improvement in the processes and management methodology that sustain it, through applying the best practices developed in the various countries.
In order to conduct recovery management adequately, it is done in four phases: irregularity or early non-payment, recovery of non-performing loans, recovery
of write-offs and management of foreclosed assets. Indeed, the recovery function begins before the first non-payment when the client shows signs of deterioration and ends when the debt has been paid or regularised. The function aims to anticipate
non-compliance and is focused on preventative management.
The current macroeconomic environment directly impacts the non-payment index and
customers bad loans. The quality of portfolios is thus fundamental for the development and growth of our businesses in different countries. Debt reimbursement and recovery functions are given a special and continuous focus, in order to ensure
that this quality always remains within the expected levels.
The diverse features of our clients makes segmentation necessary in order to manage
recoveries adequately. Massive management of large collectives of clients with similar profiles and products is conducted through processes with a high technological component, while personalised management focuses on customers that, because of
their profile, require a specific manager and more individualised management.
Recovery activity has been aligned with the socio-economic reality of various countries and different risk
management mechanisms, with adequate criteria of prudence, have been used on the basis of their age, guarantees and conditions, always ensuring, as a minimum, the required classification and provisions.
Particular emphasis in the recovery function is placed on management of the aforementioned mechanisms for early management, in line with corporate policies,
taking account of the various local realities and closely tracking vintages, stocks and performance. These policies are renewed and regularly adopted in order to reflect both the better management practices as well as the regulatory changes applied.
As well as measures focused on adapting operations to the clients payment capacity, also noteworthy is recovery management seeking solutions other
than judicial ones for advance payment of debts.
One of the ways to recover debt from clients, who have suffered a severe deterioration in their
repayment capacity, is repossession (judicial or in lieu of payment) of the real estate assets that serve as guarantees of the loans. In countries with a high exposure to real estate risk, such as Spain, there are very efficient sales management
instruments which enable the capital to be returned to the bank and reduce the stock in the balance sheet at a much faster speed than the rest of banks.
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7. Trading market risk
and structural risks
7.0. Organisation of this section
We will first describe the activities subject to market risk, setting out the different types and risk factors.
Then we will look at each one of the market risks on the basis of the finality of the risk, distinguishing the risk of market trading and structural risks,
and, within the latter, structural risks of the balance sheet and pension, actuarial and fiduciary risks.
The most relevant aspects to take into account
such as the principal magnitudes and their evolution in 2014 are set out for each type of risk, the methodologies and metrics employed in Santander and the limits used for their control.
7.1. Activities subject to market risk and types of market risk
The perimeter of activities subject to market risk covers those operations where capital risk is assumed as a result of changes in market factors,
including both trading risks as well as structural risks that are also affected by movements in markets.
This risk comes from the change in risk
factorsinterest rates, inflation rates, exchange rates, share prices, the spread on loans, commodity prices and the volatility of each of these elementsas well as from the liquidity risk of the various products and markets in which
the Group operates.
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The Interest rate risk is the possibility that changes in interest rates could adversely affect the value of a financial instrument, a portfolio or the Group as a whole. It affects, among others, loans, deposits,
debt securities, most assets and liabilities of trading portfolios as well as derivatives. |
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The inflation rate risk is the possibility that changes in inflation rates could adversely affect the value of a financial instrument, a portfolio or the Group as a whole. It affects, among others, loans, debt
securities and derivatives, whose yield is linked to inflation or to a real rate of variation.
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The exchange rate risk is the sensitivity of the value of a position in a currency different to the base currency to a potential movement in exchange rates. A long position or one bought in a foreign currency
would produce a loss in the event that the currency depreciated against the base currency. Among the positions affected by this risk are non-euro investments in subsidiaries, as well as loans, securities and derivatives denominated in foreign
currencies. |
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The equity risk is the sensitivity of the value of positions opened in equities to adverse movements in the market prices or in expectations of future dividends. Among other instruments, this affects positions in
shares, stock market indices, convertible bonds and derivatives using shares as the underlying asset (put, call, and equity swaps). |
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The credit spread risk is the risk or sensitivity of the value of positions opened in fixed income securities or in credit derivatives to movements in credit spread curves or in recovery rates associated with
issuers and specific types of debt. The spread is a differential between financial instruments that trade with a spread over other reference instruments, mainly the yield on government securities and interbank rates. |
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The commodities price risk is the risk derived from the effect of potential changes in prices. The Groups exposure to this risk is not significant and is concentrated in derivative operations on commodities
with clients. |
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The volatility risk is the risk or sensitivity of the value of a portfolio to changes in the volatility of risk factors: interest rates, exchange rates, shares, credit spreads and commodities. This risk is
incurred by financial instruments which have volatility as a variable in their valuation model. The most significant case is portfolios of financial options. |
All these market risks can be partly or fully mitigated by using options, futures, forwards and swaps.
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There are other types of market risk, whose coverage is more complex. They are the following:
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Correlation risk is the sensitivity of the value of a portfolio to changes in the relation between risk factors, be they of the same type (for example, between two exchange rates) or of a different nature (for
example, between an interest rate and the price of a commodity). |
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Market liquidity risk is that of a Group entity or the Group as whole finding itself unable to get out of or close a position in time without impacting on the market price or on the cost of the transaction. This
risk can be caused by a fall in the number of market makers or institutional investors, the execution of large volumes of operations and market instability, increasing with the concentration existing in certain products and currencies.
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Risk of prepayment or cancellation. When in certain operations the contract allows, explicitly or implicitly, cancellation before the maturity without negotiation there is a risk that the cash flows have to be
reinvested at a potentially lower interest rate. This mainly affects loans or mortgage securities. |
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Underwriting risk. This occurs as a result of an entitys participation in underwriting a placement of securities or another type of debt, assuming the risk of partially owning the issue or the loan due to
non-placement of all of it among potential buyers. |
Pension, actuarial and fiduciary risks, which are described later on, also depend
on movements in market factors.
On the basis of the finality of the risk, activities are segmented in the following way:
a) |
Trading: financial services to customers and purchase-sale and positioning mainly in fixed-income, equity and currency products. The Global Banking and Markets (GBM) division is mainly responsible for managing
it. |
b) |
Structural risks: we distinguish between balance sheet risks and pension and actuarial risks: |
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b1) |
Structural balance sheet risks: market risks inherent in the balance sheet excluding the trading portfolio. Management decisions on these risks are taken by the ALCO committees of each country in coordination with the
Groups ALCO committee and are executed by the financial management division. This management seeks to inject stability and
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recurrence into the financial margin of commercial activity and to the Groups economic value, maintaining adequate levels of liquidity and solvency. The risks are: |
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Structural interest rate risk. This arises from mismatches in the maturities and repricing of all assets and liabilities. |
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Structural exchange rate risk/hedging of results. |
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Exchange rate risk occurs when the currency in which the investment is made is different from the euro in companies that consolidate and those that do not (structural exchange rate). In addition, the positions of
exchange rate hedging of future results generated in currencies other than the euro (hedging of results) are also included. |
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Structural equity risk. This involves investments via stakes in financial or non-financial companies that are not consolidated, as well as portfolios available for sale formed by equity positions.
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b2) |
Pension and actuarial risk |
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Pension risk: the risk assumed by the Bank in relation to the pension commitments with its employees. The risk lies in the possibility that the fund does not cover these commitments in the period of accrual of
the provision and the profitability obtained by the portfolio is not sufficient and obliges the Group to increase the level of contributions. |
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Actuarial risk: unexpected losses produced as a result of an increase in the commitments with the insurance takers, as well as losses from an unforeseen rise in costs. |
7.2. Trading market risks
7.2.1. Main magnitudes and
evolution
Grupo Santanders trading risk profile remained low in 2014, in line with previous years, due to the fact that most of the activity
involves providing services to its clients, as well as geographic diversification and by risk factor.
7.2.1.1. VaR analysis19
Grupo Santander maintained its strategy of concentrating its trading activity on customer business,
minimising where possible exposures of directional risk opened in net terms. This was reflected in the VaR evolution of the trading portfolio of global wholesale banking, which was around the average of the last three years and ended 2014 at EUR
10.5 million20.
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19. The definition and methodology for calculating VaR is in section
7.2.2.1. 20. Relative to the trading activity of global wholesale banking (GWB) in
financial markets. As well as the trading activity of GWB, there are other positions catalogued for accounting purposes. The total VaR of trading of this accounting perimeter was EUR 11.3 million. |
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VaR during 2014 fluctuated between EUR 8.2 million and EUR 23.8 million. The main increases were linked to
the Brazilian Treasurys changes in exposure to exchange rates and Spains Treasury to interest rates and credit spreads.
The average VaR in
2014 was EUR 16.9 million, very similar to the two previous years (EUR 17.4 million in 2013 and EUR 14.9 million in 2012) for the reason already mentioned of the concentration of activity in customers.
The histogram below shows the distribution of average risk in terms of VaR between 2012 and 2014 where the accumulation of days with levels between EUR
9.5 million and EUR 21.5 million can be seen (93%). The higher values of EUR 21.5 million (2%) were concentrated in periods mainly affected by one-off rises of volatility in the Brazilian currency and by the euro zones
sovereign debt crisis.
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Risk by factor
The average and year-end values in VaR terms at 99% for the last
three years, as well as their minimum and maximum values and
the
expected shortfall (ES) at 97.5%21 in 2014, were as follows:
VaR statistics by risk factor22, 23
Million euros. VaR at 99% and ES at 97.5%, with a time frame of one day
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2014 |
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2013 |
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2012 |
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VaR (99%) |
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ES (97.5%) |
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VaR |
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VaR |
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Minimum |
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Average |
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Maximum |
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Year-end |
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Year-end |
|
|
Average |
|
|
Year-end |
|
|
Average |
|
|
Year-end |
|
|
|
Total |
|
|
8.2 |
|
|
|
16.9 |
|
|
|
23.8 |
|
|
|
10.5 |
|
|
|
11.4 |
|
|
|
17.4 |
|
|
|
13.1 |
|
|
|
14.9 |
|
|
|
18.5 |
|
|
|
Diversification effect |
|
|
(5.2 |
) |
|
|
(13.0 |
) |
|
|
(27.9 |
) |
|
|
(9.3 |
) |
|
|
(9.9 |
) |
|
|
(16.2 |
) |
|
|
(12.3 |
) |
|
|
(15.2 |
) |
|
|
(13.5 |
) |
|
|
Interest rate VaR |
|
|
8.1 |
|
|
|
14.2 |
|
|
|
22.2 |
|
|
|
10.5 |
|
|
|
11.7 |
|
|
|
12.7 |
|
|
|
8.5 |
|
|
|
11.8 |
|
|
|
12.0 |
|
Total trading |
|
Equity VaR |
|
|
1.1 |
|
|
|
2.7 |
|
|
|
8.9 |
|
|
|
1.8 |
|
|
|
1.3 |
|
|
|
5.6 |
|
|
|
4.7 |
|
|
|
7.0 |
|
|
|
7.1 |
|
|
|
FX VaR |
|
|
1.3 |
|
|
|
3.5 |
|
|
|
10.2 |
|
|
|
2.9 |
|
|
|
2.8 |
|
|
|
5.4 |
|
|
|
4.7 |
|
|
|
5.0 |
|
|
|
3.5 |
|
|
|
Credit spread VaR |
|
|
4.2 |
|
|
|
9.3 |
|
|
|
15.9 |
|
|
|
4.6 |
|
|
|
5.3 |
|
|
|
9.6 |
|
|
|
7.2 |
|
|
|
6.1 |
|
|
|
9.1 |
|
|
|
Commodities VaR |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5.9 |
|
|
|
12.2 |
|
|
|
18.0 |
|
|
|
7.3 |
|
|
|
7.3 |
|
|
|
13.9 |
|
|
|
9.9 |
|
|
|
11.0 |
|
|
|
16.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversification effect |
|
|
(1.9 |
) |
|
|
(9.2 |
) |
|
|
(22.8 |
) |
|
|
(5.5 |
) |
|
|
(5.8 |
) |
|
|
(14.1 |
) |
|
|
(9.0 |
) |
|
|
(12.9 |
) |
|
|
(9.9 |
) |
|
|
Interest rate VaR |
|
|
4.6 |
|
|
|
8.9 |
|
|
|
13.0 |
|
|
|
6.2 |
|
|
|
6.3 |
|
|
|
9.3 |
|
|
|
6.6 |
|
|
|
7.9 |
|
|
|
6.8 |
|
|
|
Equity VaR |
|
|
0.8 |
|
|
|
1.7 |
|
|
|
8.1 |
|
|
|
1.0 |
|
|
|
0.8 |
|
|
|
4.3 |
|
|
|
2.6 |
|
|
|
6.2 |
|
|
|
6.3 |
|
Europe |
|
FX VaR |
|
|
0.7 |
|
|
|
2.9 |
|
|
|
9.8 |
|
|
|
1.5 |
|
|
|
1.8 |
|
|
|
5.2 |
|
|
|
3.7 |
|
|
|
4.1 |
|
|
|
4.0 |
|
|
|
Credit spread VaR |
|
|
2.7 |
|
|
|
7.6 |
|
|
|
14.1 |
|
|
|
3.9 |
|
|
|
4.1 |
|
|
|
9.0 |
|
|
|
5.8 |
|
|
|
5.4 |
|
|
|
8.9 |
|
|
|
Commodities VaR |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.5 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6.3 |
|
|
|
12.3 |
|
|
|
26.7 |
|
|
|
9.8 |
|
|
|
10.1 |
|
|
|
11.1 |
|
|
|
6.9 |
|
|
|
10.1 |
|
|
|
8.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversification effect |
|
|
0.4 |
|
|
|
(3.5 |
) |
|
|
(12.2 |
) |
|
|
(12.2 |
) |
|
|
(3.7 |
) |
|
|
(5.3 |
) |
|
|
(6.7 |
) |
|
|
(6.4 |
) |
|
|
(3.8 |
) |
|
|
Interest rate VaR |
|
|
5.2 |
|
|
|
11.8 |
|
|
|
24.2 |
|
|
|
9.8 |
|
|
|
10.6 |
|
|
|
9.6 |
|
|
|
5.9 |
|
|
|
8.8 |
|
|
|
8.8 |
|
America Latin |
|
Equity VaR |
|
|
0.7 |
|
|
|
2.1 |
|
|
|
5.0 |
|
|
|
3.0 |
|
|
|
1.4 |
|
|
|
3.2 |
|
|
|
2.9 |
|
|
|
3.1 |
|
|
|
1.6 |
|
|
|
FX VaR |
|
|
0.7 |
|
|
|
2.0 |
|
|
|
9.2 |
|
|
|
9.2 |
|
|
|
1.9 |
|
|
|
3.5 |
|
|
|
4.7 |
|
|
|
3.1 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
0.4 |
|
|
|
0.7 |
|
|
|
1.6 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
|
0.8 |
|
|
|
0.5 |
|
|
|
0.9 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversification effect |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
(1.0 |
) |
|
|
(0.2 |
) |
|
|
(0.7 |
) |
|
|
(0.4 |
) |
|
|
(0.2 |
) |
|
|
(0.5 |
) |
|
|
(0.3 |
) |
|
|
Interest rateVaR |
|
|
0.3 |
|
|
|
0.7 |
|
|
|
1.6 |
|
|
|
0.7 |
|
|
|
0.7 |
|
|
|
0.7 |
|
|
|
0.5 |
|
|
|
0.7 |
|
|
|
0.6 |
|
US and Asia |
|
Equity VaR |
|
|
0.0 |
|
|
|
0.1 |
|
|
|
0.5 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.1 |
|
|
|
0.0 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
FX VaR |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.6 |
|
|
|
0.2 |
|
|
|
0.9 |
|
|
|
0.4 |
|
|
|
0.2 |
|
|
|
0.6 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1.6 |
|
|
|
2.3 |
|
|
|
9.0 |
|
|
|
1.9 |
|
|
|
2.2 |
|
|
|
1.5 |
|
|
|
2.0 |
|
|
|
2.7 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversification effect |
|
|
0.0 |
|
|
|
(0.6 |
) |
|
|
(3.4 |
) |
|
|
(0.6 |
) |
|
|
(0.5 |
) |
|
|
(0.3 |
) |
|
|
(0.5 |
) |
|
|
(0.6 |
) |
|
|
(0.3 |
) |
Global activities |
|
Interest rate VaR |
|
|
0.2 |
|
|
|
0.6 |
|
|
|
3.0 |
|
|
|
0.4 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
Credit spread VaR |
|
|
1.4 |
|
|
|
2.2 |
|
|
|
9.3 |
|
|
|
1.9 |
|
|
|
2.1 |
|
|
|
1.5 |
|
|
|
2.1 |
|
|
|
2.6 |
|
|
|
1.3 |
|
|
|
FX VaR |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.0 |
|
|
|
0.4 |
|
|
|
0.1 |
|
21. |
Item 7.2.2.2. sets out the definition of this metric. Following the recommendation of the Basel Committee in its Fundamental review of the trading book: A revised market risk framework (October 2013),
the confidence level of 97.5% means approximately a risk level similar to that which the VaR captures with a 99% confidence level. |
22. |
The VaR of global activities includes operations that are not assigned to any particular country. |
23. |
In Latin America, United States and Asia, the VaR levels of the credit spread and commodity factors are not shown separately because of their scant or zero materiality. |
|
|
|
|
|
226 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
The proximity of the expected shortfall to VaR shows that the risk of high losses of low probability (tail risk)
is not high, at least bearing in mind the historic window of the last two years.
The average VaR dropped a little in 2014 by EUR 0.4 million, and by
EUR 2.5 million if compared with the year-end figures. By risk factor, the average VaR increased in interest rates and dropped in exchange rates, equities and credit spread. By geographic zones, it rose in Latin America and Global Activities
and declined in Europe, United States and Asia.
The Var evolution by risk factor in general was stable in the last few years. The transitory rises in VaR
of various factors is explained more by transitory increases in the volatility of market prices than by significant changes in positions.
Lastly, the table below compares the VaR figures with stressed VaR
figures24 for trading activity in Spain and Brazil, whose treasuries were those that experienced the Groups largest average VaR in 2014.
Stressed VaR statistics vs, VaR in 2014: treasuries in Spain and Brazil
Million euros. Stressed VaR and VaR at 99% with time frame of one day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
|
|
|
Min |
|
|
Avg. |
|
|
Max |
|
|
Year- end |
|
|
Avg. |
|
|
Year- end |
|
|
|
VaR (99%) |
|
|
3.2 |
|
|
|
7.1 |
|
|
|
12.9 |
|
|
|
4.1 |
|
|
|
10.7 |
|
|
|
2.3 |
|
Spain |
|
Stressed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VaR (99%) |
|
|
7.9 |
|
|
|
15.3 |
|
|
|
24.8 |
|
|
|
21.4 |
|
|
|
12.2 |
|
|
|
5.7 |
|
|
|
VaR (99%) |
|
|
4.9 |
|
|
|
10.4 |
|
|
|
23.7 |
|
|
|
8.5 |
|
|
|
9.1 |
|
|
|
4.8 |
|
Brazil |
|
Stressed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VaR (99%) |
|
|
6.0 |
|
|
|
14.2 |
|
|
|
35.3 |
|
|
|
25.6 |
|
|
|
17.2 |
|
|
|
11.4 |
|
7.2.1.2. Gauging and contrasting measures
The real losses can differ from the forecasts by the VaR for various reasons related to the limitations of this metric, which is set out in detail later in the
section on the methodologies. The Group regularly analyses and contrasts the accuracy of the VaR calculation model in order to confirm its reliability.
The most important test consists of backtesting exercises, analysed at the local and global levels and in all cases with the same methodology. Backtesting
consists of comparing the forecast VaR measurements, with a certain level of confidence and time frame, with the real results of losses obtained in a same time frame. This enables anomalies in the VaR model of the portfolio in question to be
detected (for example, shortcomings in the parameterisation of the valuation models of certain instruments, not very adequate proxies, etc).
Santander
calculates and evaluates three types of backtesting:
|
|
|
Clean backtesting: the daily VaR is compared with the results obtained without taking into account the intraday results or the changes in the portfolios positions. This method contrasts the
effectiveness of the individual models used to assess and measure the risks of the different positions. |
|
|
|
Backtesting on complete results: the daily VaR is compared with the days net results, including the results of the intraday operations and those generated by commissions. |
|
|
|
Backtesting on complete results without mark-ups or commissions: the daily VaR is compared with the days net results from intraday operations but excluding those generated by mark-ups and commissions. This method
aims to give an idea of the intraday risk assumed by the Groups treasuries. |
For the first case and the total portfolio, there was one
exception in 2014 of Value at Earnings (VaE)25 at 99% (days when the daily loss was higher than the VaR) on June 6, mainly due to Mexico because of the drop in sovereign yield curves and
swaps (nominal and indexed to inflation UDI), following the Bank of Mexicos cut of 50 b.p. to 3% in the benchmark interest rate, which was not discounted by the market.
There was also an exception of VaR at 99% (days when the daily loss was higher than the VaR) on October 16, mainly due to Spain, because of the rise in
credit spreads in Europe and the decline in stock market indexes.
The number of exceptions responded to the expected performance of the VaR calculation
model, which works with a confidence level of 99% and an analysis period of one year (over a longer period of time, an average of two or three exceptions a year is expected).
24. |
Description in 7.2.2.2. |
25. |
The definition and methodology of the VaE calculation is contained in 7.2.2.1. |
|
|
|
|
|
|
|
|
|
227 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
7.2.1.3. Distribution of risks and management results26
7.2.1.3.1. Geographic distribution
In trading
activity, the average contribution of Latin America to the Groups total VaR in 2014 was 49.4% compared with a contribution of 44.7% in economic results. Europe, with 48.6% of global risk, contributed 49.1% of results. In relation to prior
years, there was a gradual homogenisation in the profile of activity in the Groups different units, focused generally on providing service to professional and institutional clients.
Below is the geographic contribution (by percentage) to the Group total, both in risks, measured in VaR terms, as well as in results, measured in economic
terms.
7.2.1.3.2. Distribution of risk by time
The next chart shows the risk assumption profile, in terms of VaR, compared to results in 2014. The average VaR remained relatively stable, although on a
downward path to some extent in the second half of the year, while results evolved in a more irregular way during the year. January and June were positive months and from August less positive.
26. |
Results in terms that can be likened to the gross margin (excluding operating expenses, the only cost is financial). |
|
|
|
|
|
228 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
The following histogram of frequencies shows the distribution of daily economic results on the basis of their
size between 2012 and 2014. The daily yield27 was between -EUR 15 and +EUR 15 million on more than 97% of days when the market was open.
7.2.1.4. Risk management of derivatives
Derivatives activity is mainly focused on marketing investment products and hedging risks for clients. Management is focused on ensuring that the net risk
opened is the lowest possible.
These transactions include options on equities, fixed-income and exchange rates. The units where this activity mainly
takes place are: Spain, Santander UK, and, to a lesser extent, Brazil and Mexico.
The chart below shows the VaR Vega28 performance of structured derivatives business over the last three years. It fluctuated at around an average of EUR 6 million. In general, the periods with higher VaR levels related to episodes of
significant rises in volatility in the markets. The evolution of VaR Vega in the second quarter of 2013 was the result of the increased volatility of euro and US dollar interest rate curves, coinciding with a strategy of hedging client operations of
significant amounts. The VaR Vega during 2014 gradually declined due to greater market tranquillity.
27. |
Yields clean of commissions and results of intraday derivative operations. |
28. |
Vega, a Greek term, means here the sensitivity of the value of a portfolio to changes in the price of market volatility. |
|
|
|
|
|
|
|
|
|
229 |
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|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
As regards the VaR by risk factor, on average, the exposure was concentrated, in this order, in interest rates,
equities, exchange rates and commodities. This is shown in the table below:
Financial derivatives. Risk (VaR) by risk
factor
Million euros. VaR at 99% with a time frame of one day
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
Minimum |
|
|
Average |
|
|
Maximum |
|
|
Year-end |
|
|
Average |
|
|
Year-end |
|
|
Average |
|
|
Year-end |
|
Total VaR Vega |
|
|
1.7 |
|
|
|
3.3 |
|
|
|
4.7 |
|
|
|
2.7 |
|
|
|
8.0 |
|
|
|
4.5 |
|
|
|
6.8 |
|
|
|
6.5 |
|
Diversification impact |
|
|
0.1 |
|
|
|
(2.1 |
) |
|
|
(8.4 |
) |
|
|
(2.6 |
) |
|
|
(3.8 |
) |
|
|
(2.7 |
) |
|
|
(3.0 |
) |
|
|
(3.4 |
) |
Interest rate VaR |
|
|
1.2 |
|
|
|
2.4 |
|
|
|
4.3 |
|
|
|
1.7 |
|
|
|
6.6 |
|
|
|
4.1 |
|
|
|
2.3 |
|
|
|
2.8 |
|
Equity VaR |
|
|
0.5 |
|
|
|
1.8 |
|
|
|
3.6 |
|
|
|
2.0 |
|
|
|
3.4 |
|
|
|
1.8 |
|
|
|
6.5 |
|
|
|
5.5 |
|
FX VaR |
|
|
0.0 |
|
|
|
1.2 |
|
|
|
7.2 |
|
|
|
1.6 |
|
|
|
1.7 |
|
|
|
1.3 |
|
|
|
0.7 |
|
|
|
1.3 |
|
Commodities VaR |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.2 |
|
As regards the distribution by business unit, the exposure is concentrated, in this order, in Spain, Santander
UK, Mexico and Brazil.
Financial derivatives. Risk (VaR) by unit
Million euros. VaR at 99% with a time frame of one day
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
Minimum |
|
|
Average |
|
|
Maximum |
|
|
Year-end |
|
|
Average |
|
|
Year-end |
|
|
Average |
|
|
Year-end |
|
Total VaR Vega |
|
|
1.7 |
|
|
|
3.3 |
|
|
|
4.7 |
|
|
|
2.7 |
|
|
|
8.0 |
|
|
|
4.5 |
|
|
|
6.8 |
|
|
|
6.5 |
|
Spain |
|
|
1.3 |
|
|
|
2.4 |
|
|
|
3.9 |
|
|
|
1.5 |
|
|
|
7.0 |
|
|
|
3.8 |
|
|
|
5.9 |
|
|
|
5.4 |
|
Santander UK |
|
|
0.9 |
|
|
|
1.4 |
|
|
|
1.9 |
|
|
|
0.9 |
|
|
|
2.2 |
|
|
|
1.6 |
|
|
|
2.8 |
|
|
|
2.0 |
|
Brazil |
|
|
0.3 |
|
|
|
0.8 |
|
|
|
7.2 |
|
|
|
0.7 |
|
|
|
1.2 |
|
|
|
0.9 |
|
|
|
1.0 |
|
|
|
2.8 |
|
Mexico |
|
|
0.6 |
|
|
|
0.9 |
|
|
|
1.7 |
|
|
|
1.3 |
|
|
|
1.2 |
|
|
|
1.2 |
|
|
|
0.7 |
|
|
|
0.6 |
|
The average risk in 2014 (EUR 3.3 million) is low compared to the
last three years, for the previously explained reasons.
|
|
|
|
|
230 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
Grupo Santander continues to have a very limited exposure to instruments or complex structured vehicles,
reflecting a management culture one of whose hallmarks is prudence in risk management. At the end of 2014, the Group had:
|
|
|
CDOs and CLOs: the position continues to be not very significant (EUR 99 million). |
|
|
|
Hedge funds: the total exposure is not significant (EUR 192 million at the end of 2014) and most of it is via the financing of these funds (EUR 20 million), with the rest direct participation in portfolio or via
counterparty by derivatives to hedge funds. This exposure has low loan-to-value levels of around 31% (collateral of EUR 620 million at the end of 2014). The risk with this type of counterparty is analysed case by case, establishing percentages
of collateralisation on the basis of the features and assets of each fund. |
|
|
|
Monolines: Santanders exposure to bond insurance companies (monolines) was EUR 137 million29 at the end of 2014, mainly indirect exposure, and EUR 136 million by virtue of the guarantee provided by this type
of entity to various financing or traditional securitisation operations. The exposure in this case is to double default, as the primary underlying assets are of high credit quality. The small remaining amount is direct exposure (for example, via
purchase of protection from the risk of non-payment by any of these insurance companies through a credit default swap). The exposure was 2% lower than in 2013. |
In short, the exposure to this type of instrument, as the result of the Groups usual operations, continued to decline in 2014. This was mainly due to
the integration of positions of institutions acquired by the Group, as Sovereign in 2009. All these positions were known at the time of purchase, having been duly provisioned. These positions, since their integration in the
Group, have been notably reduced, with the ultimate goal of eliminating them from the balance sheet.
Santanders policy for approving new transactions related to these products remains very prudent and conservative. It is subject to strict supervision by
the Groups senior management. Before approving a new transaction, product or underlying asset, the risks division verifies:
|
|
|
The existence of an appropriate valuation model to monitor the value of each exposure: Mark-to-Market, Mark-to-Model or Mark-to-Liquidity. |
|
|
|
The availability in the market of observable data (inputs) needed to be able to apply this valuation model. |
|
|
|
And provided these two points are always met: |
|
|
|
The availability of appropriate systems, duly adapted to calculate and monitor every day the results, positions and risks of new operations. |
|
|
|
The degree of liquidity of the product or underlying asset, in order to make possible their coverage when deemed opportune. |
7.2.1.5. Issuer risk in trading portfolios
Trading
activity in credit risk is mainly conducted in the Treasury Units in Spain. It is done by taking positions in bonds and credit default swaps (CDS) at different maturities on corporate and financial references, as well as indexes (Itraxx, CDX).
The table below shows the largest positions at the end of the year, distinguishing between long positions (bond purchase or protection sale via CDS) and short
positions (bond sale or purchase protection via CDS):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Largest long positions (protection sale) |
|
|
Largest short positions (protection purchase) |
|
Million euros. Data at 31 December 2014 |
|
Exposure at default (EaD) |
|
|
% of total EaD |
|
|
Exposure at default (EaD) |
|
|
% of total EaD |
|
1st reference |
|
|
213 |
|
|
|
5.5 |
% |
|
|
(48 |
) |
|
|
6.2 |
% |
2nd reference |
|
|
129 |
|
|
|
3.3 |
% |
|
|
(27 |
) |
|
|
3.4 |
% |
3rd reference |
|
|
128 |
|
|
|
3.3 |
% |
|
|
(26 |
) |
|
|
3.4 |
% |
4th reference |
|
|
97 |
|
|
|
2.5 |
% |
|
|
(24 |
) |
|
|
3.1 |
% |
5th reference |
|
|
85 |
|
|
|
2.2 |
% |
|
|
(19 |
) |
|
|
2.5 |
% |
Top 5 sub-total |
|
|
651 |
|
|
|
16.9 |
% |
|
|
(144 |
) |
|
|
18.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,848 |
|
|
|
100.0 |
% |
|
|
-775 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: zero recoveries are supposed (LCR=0) in the EaD calculation
29. Guarantees provided by monolines for bonds issued by US states (municipal bonds) are not considered as exposure. They amounted to EUR 744 million at
the end of 2014.
|
|
|
|
|
|
|
|
|
231 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
7.2.1.6. Analysis of scenarios
Various stress scenarios were calculated and analysed regularly in 2014 (at least monthly) at the local and global levels for all the trading portfolios and
using the same assumptions by risk factor.
Maximum volatility scenario (worst case)
This scenario is given particular attention as it combines historic movements of risk factors with an ad-hoc analysis in order to reject very unlikely
combinations of variations (for example, sharp falls in stock markets together with a decline in volatility). As regards the variations, an historic volatility equivalent to six standard deviations is applied. The scenario is defined by taking for
each risk factor the movement which represents the greatest potential loss in the portfolio, rejecting the most unlikely combinations in economic-financial terms. For year-end, that scenario implied, for the global portfolio, interest rate rises,
falls in stock markets, depreciation of all currencies against the euro, rise in credit spreads and mixed volatility movements. The following table shows the results of this scenario at the end of 2014.
Maximum volatility stress scenario (worst case)
Million euros. Dec-31-14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rates |
|
|
Equities |
|
|
Exchange rates |
|
|
Credit Spread |
|
|
Commodities |
|
|
Total |
|
Total trading |
|
|
(33.6 |
) |
|
|
(10.0 |
) |
|
|
(10.5 |
) |
|
|
(26.7 |
) |
|
|
(0.2 |
) |
|
|
(81.0 |
) |
Europe |
|
|
(3.4 |
) |
|
|
(0.7 |
) |
|
|
(3.3 |
) |
|
|
(23.7 |
) |
|
|
(0.2 |
) |
|
|
(31.4 |
) |
Latin America |
|
|
(27.9 |
) |
|
|
(9.3 |
) |
|
|
(4.6 |
) |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
(41.8 |
) |
US |
|
|
(1.3 |
) |
|
|
0.0 |
|
|
|
(2.1 |
) |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
(3.5 |
) |
Global activities |
|
|
(0.8 |
) |
|
|
0.0 |
|
|
|
(0.5 |
) |
|
|
(3.0 |
) |
|
|
0.0 |
|
|
|
(4.3 |
) |
Asia |
|
|
(0.1 |
) |
|
|
0.0 |
|
|
|
(0.5 |
) |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
(0.1 |
) |
The stress test shows that the economic loss suffered by the Group in its trading portfolios, in terms of the
mark to market (MtM) result would be, if the stress movements defined in the scenario materialized in the market, EUR 81.0 million, a loss that would be concentrated in Latin America (in this order, interest rates, equities and exchange rates)
and Europe (basically concentrated in credit spreads).
Other global stress test scenarios
Various global scenarios (similar for all the Groups units) are established:
Abrupt crisis: ad hoc scenario with very sudden movements in markets. Rise in interest rate curves, sharp falls in stock markets, large appreciation of the
dollar against the rest of currencies, rise in volatility and in credit spreads.
11S Crisis: historic scenario of the 11 September 2001 attacks with
a significant impact on the US and global markets. It is sub-divided into two scenarios: 1) maximum accumulated loss until the worst moment of the crisis and 2) maximum loss in a day. In both cases, there are drops in stock markets and in interest
rates in core markets and rises in emerging markets, and the dollar appreciates against the rest of currencies.
Subprime crisis: Historic scenario of the
US mortgage crisis. The objective of the analysis is to capture the impact on results of the reduction in liquidity in the markets. The scenarios have two time
frames (one day and 10 days): in both cases there are falls in stock markets and in interest rates in core
markets and rises in emerging markets, and the dollar appreciates against the rest of currencies.
Sovereign crisis: the severest historic scenario for
banks carried out by the Committee of European Banking Supervisors (CEBS) to measure the markets shock capacity between April 15 and September 1, 2010. Given the Groups international sphere, four geographic zones are
distinguished (US, Europe, Latin America and Asia), interest rate rises, falls in stock markets and volatilities are established, rises in credit spreads and depreciation of the euro and Latin American currencies and appreciation of Asian currencies
against the dollar.
As of November 2014, this latter scenario has been replaced by the adverse scenario proposed by the EBA in April in its stress test
exercise (The EBA 2014 EU-Wide Stress Test), obtaining a result of EUR 223.9 million at December 31, 2014.
Every month a
consolidated stress test report is drawn up, supervised by the global committee of market risks, with explanations of the main changes in results for the various scenarios and units. An early warning mechanism has also been established so that when
the loss of a scenario is high in historic terms and/or the capital consumed by the portfolio in question, the relevant business executive is informed.
|
|
|
|
|
232 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
Here we show the results of the global scenarios for the last three years.
7.2.1.7. Linkage with balance sheet items. Other alternative risk measures
Below are the balance sheet items of the Groups consolidated position that are subject to market risk, distinguishing the positions whose main risk
metric is the VaR from those where monitoring is carried out with other metrics. The items subject to the risk of market trading are set out.
Relation of risk metrics with balances of
groups consolidated position
Million euros. dec-31-14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Main market risk metrics |
|
|
|
|
|
Balance |
|
|
VaR |
|
|
Others |
|
|
Main risk factor for
balance in ·others |
Assets subject to market risk |
|
|
1,266,296 |
|
|
|
196,351 |
|
|
|
1,069,945 |
|
|
|
Cash and deposits in central banks |
|
|
69,428 |
|
|
|
|
|
|
|
69,428 |
|
|
Interest rate |
Trading portfolios |
|
|
148,888 |
|
|
|
147,012 |
|
|
|
1,876 |
|
|
Interest rate, credit spread |
Other financial assets at reasonable value |
|
|
42,673 |
|
|
|
41,993 |
|
|
|
680 |
|
|
Interest rate, credit spread |
Financial assets available for sale |
|
|
115,250 |
|
|
|
|
|
|
|
115,250 |
|
|
Interest rate, equities |
Equity stakes |
|
|
3,471 |
|
|
|
|
|
|
|
3,471 |
|
|
Equities |
Hedging derivatives |
|
|
7,346 |
|
|
|
7,346 |
|
|
|
|
|
|
Interest rate |
Lending |
|
|
781,635 |
|
|
|
|
|
|
|
781,635 |
|
|
Interest rate |
Other financial assets 1 |
|
|
35,798 |
|
|
|
|
|
|
|
35,798 |
|
|
Interest rate |
Other no-financial assets 2 |
|
|
61,807 |
|
|
|
|
|
|
|
61,807 |
|
|
|
Liabilities subject to market risk |
|
|
1,266,296 |
|
|
|
178,805 |
|
|
|
1,087,491 |
|
|
|
Trading portfolio |
|
|
109,792 |
|
|
|
109,249 |
|
|
|
543 |
|
|
Interest rate, credit spread |
Other financial liabilities at reasonable value |
|
|
62,317 |
|
|
|
62,301 |
|
|
|
16 |
|
|
Interest rate, credit spread |
Hedging derivatives |
|
|
7,255 |
|
|
|
7,255 |
|
|
|
|
|
|
|
Financial liabilities at amortised cost 3 |
|
|
961,083 |
|
|
|
|
|
|
|
961,083 |
|
|
Interest rate |
Provisions |
|
|
15,376 |
|
|
|
|
|
|
|
15,376 |
|
|
Interest rate |
Other financial liabilities |
|
|
10,113 |
|
|
|
|
|
|
|
10,113 |
|
|
Interest rate |
Equity |
|
|
89,714 |
|
|
|
|
|
|
|
89,714 |
|
|
|
Other non-financial liabilities |
|
|
10,646 |
|
|
|
|
|
|
|
10,646 |
|
|
|
1. |
Includes adjustments to macro hedging, non-current assets on sale, assets for reinsurance, and insurance contracts linked to pensions and fiscal assets. |
2. |
Includes intangible assets, material assets and other assets. |
3. |
Adjusted for macro hedging. |
|
|
|
|
|
|
|
|
|
233 |
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
For activity managed with metrics different to the VaR, alternative measures are used, mainly: sensitivity to
different risk factors (interest rate, credit spread, etc).
In the case of the trading portfolio, the securitisations and level III exposures
(those in which not observable market data constitute significant inputs in their corresponding internal models of valuation) are excluded from VaR measurement.
Securitisations are mainly treated as if they were credit risk portfolio (in terms of default, rate of recovery, etc). For level III exposures,
which are not very significant in Grupo Santander (basically derivatives linked to the home price index (HPI) in market activity in Santander UK, and the not very significant portfolio of illiquid CDOs in the parent banks market activity), as
well as in general for inputs that cannot be observed in the market (correlation, dividends, etc), a very conservative policy is followed, reflected in valuation adjustments as well as sensitivity.
7.2.2. Methodologies
7.2.2.1. Value at Risk (VaR)
The standard methodology that Grupo Santander applied to trading activities during 2014 was Value at Risk (VaR), which measures the maximum expected
loss with a certain confidence level and time frame. The standard for historic simulation is a confidence level of 99% and a time frame of one day. Statistical adjustments are applied enabling the most recent developments that condition the levels
of risk assumed to be efficiently and quickly incorporated. A time frame of two years or at least 520 days from the reference date of the VaR calculation is used, obtained from the reference date of calculating the VaR. Two figures are calculated
every day, one applying an exponential decline factor which accords less weight to the observations furthest away in time and another with the same weight for all observations. The reported VaR is the higher of the two.
The Value at Earnings (VaE) is also calculated, which measures the maximum potential gain with a certain level of confidence and time frame, applying the same
methodology as for the VaR.
The VaR by historic simulation has many advantages as a risk metric (it sums up in a single number the market risk of a
portfolio, is based on market movements that really occurred without the need to make assumptions of formal functions nor of correlations between market factors, etc), but also has limitations.
Some limitations are intrinsic to the VaR metrics, regardless of the methodology used for its calculation, including:
|
|
|
The VaR calculation is calibrated at a certain level of confidence which does not indicate the levels of possible losses beyond it. |
|
|
|
There are some products in the portfolio with a liquidity horizon greater than that specified in the VaR model. |
|
|
|
The VaR is a static analysis of the risk of the portfolio, and the situation could change significantly during the following day, although the likelihood of this occurring is very low.
|
Other limitations come from using the historic simulation methodology:
|
|
|
High sensitivity to the historic window used. |
|
|
|
Incapacity to capture plausible events of big impact if they do not occur in the historic window used. |
|
|
|
The existence of parameters of valuation with no market input (such as correlations, dividend and recovery rate). |
|
|
|
Slow adjustment to the new volatilities and correlations, if the most recent data receives the same weight as the oldest data. |
Part of these limitations are corrected by using the stressed VaR and expected shortfall, the calculation of a VaR with exponential decline and applying
conservative valuation adjustments. Furthermore, as previously stated, the Group regularly conducts analysis and backtesting of the accuracy of the VaR calculation model.
7.2.2.2. Stressed VaR (sVaR) and Expected Shortfall (ES)
As well as the usual VaR, Santander calculates every day a stressed VaR for the main portfolios. The methodology for calculation is the same as that used for
the VaR, with the following two exceptions:
|
|
|
Historic period of observation of factors: the stressed VaR uses a window of 250 days, instead of one of 520 for the VaR. Furthermore, it is not just the latest data that is used but a continuous period of stress
relevant for the portfolio in question. As regards determining the period of observation, for each relevant portfolio, the methodology area has analysed the history of a subseries of market risk factors that were chosen on the basis of expert
criteria and the most relevant positions of the books. |
|
|
|
In order to obtain the stressed VaR, unlike when calculating the VaR, the maximum between the percentile uniformly weighted and the one exponentially weighted is not applied. Instead, the percentile uniformly weighted
is used directly. |
Meanwhile, the expected shortfall (ES) is also calculated in order to estimate the expected value of the potential loss
when this is higher than the level set by the VaR. The ES, unlike the VaR, has the advantage of capturing better the tail risk and of being a sub-additive metric30. With regard to the near future,
the Basel Committee recommends replacing VaR with the expected shortfall as the reference metric for calculating the regulatory capital of the trading portfolios.31 The committee believes that the
confidence level of 97.5% is a risk level similar to that which VaR captures with a confidence level of 99%.
30. |
The sub-additive metric is one of the desirable properties which, according to financial literature, should present a coherent risk metric. This property establishes that f (a+b) be lower or equal to f(a)+f(b).
Intuitively, it supposes that the more instruments or risk factors there are, the less risky a portfolio due to the benefits of diversification. VaR does not meet this property for certain distributions, while the ES always does. |
31. |
Fundamental review of the trading book: a revised market risk framework (consultative documents of the Basel Committee on banking supervision, October 2013). |
|
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|
234 |
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RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
7.2.2.3. Analysis of scenarios
As well as VaR, the Group uses other measures that enable it to have greater control of the risks in all the markets in which it operates. These measures
include analysis of scenarios, which consists of defining alternatives to the performance of different financial variables and obtaining the impact on results of applying them on activities. These scenarios can replicate events that occurred in the
past (such as a crisis) or determine plausible alternatives that do not correspond to past events.
The potential impact on results of applying different
stress scenarios on all the trading portfolios and considering the same assumptions by risk factor is calculated and analysed regularly. As a minimum three types of scenarios are defined: plausible, severe and extreme, obtaining with the VaR a
fuller spectrum of the risk profile.
In addition, levels of warning (triggers) are set for global scenarios, on the basis of the historic results of
these scenarios and of the capital associated with the portfolio in question. In the event of surpassing these levels, those responsible for management of the portfolio are informed so they can take the necessary measures. At the same time, the
results of the stress exercises at the global level, as well as the possible breaching of the levels set, are regularly reviewed and communicated to senior management if deemed pertinent.
7.2.2.4. Analysis of positions, sensitivities and results
The positions are used to quantify the net volume of market securities of the transactions in portfolio, grouped by main risk factor, considering the delta
value of the futures and options that could exist. All the risk positions can be expressed in the base currency of the unit and in the currency for homogenising information. The changes in positions are controlled every day, in order to detect
possible incidents that might occur and correct immediately.
The market risk sensitivity measures are those that estimate the variation (sensitivity) of
the market value of an instrument or portfolio to changes in each of the risk factors. The sensitivity of value of an instrument to changes in market factors can be obtained through analytical approximations by partial derivatives or by the complete
revaluation of the portfolio.
The daily drawing up of the income statement is an excellent indicator of risks, as it enables the impact of changes in
financial variables on portfolios to be identified.
7.2.2.5. Derivative activities and credit management
Also noteworthy is the control of derivative activities and credit management which, because of its atypical nature, is conducted daily with specific measures.
First, the sensitivities to price movements of the underlying asset (delta and gamma), volatility (vega) and time (theta) are controlled. Second, measures such as the sensitivity to the spread, jump-to-default, concentrations of positions by level
of rating, etc, are reviewed systematically.
As regards the credit risk inherent in the trading portfolios, and in line with the recommendations of the
Basel Committee on Banking Supervision and prevailing regulations, an additional metric, the incremental risk charge (IRC), is calculated in order to cover the risk of non-compliance and of migration of rating that is not adequately captured in the
VaR, via the variation of the corresponding credit spreads. The products controlled are
basically fixed-income bonds, both public and private, derivatives on bonds (forwards, options, etc) and credit
derivatives (credit default swaps, asset backed securities, etc). The method for calculating the IRC is based on direct measurements on the tails of the distribution of losses to the appropriate percentile (99.9%), with a time frame of one year.
Monte Carlo methodology is used, applying one million simulations.
7.2.2.6. Credit Valuation Adjustment (CVA) and Debt Valuation Adjustment (DVA)
Grupo Santander incorporates credit valuation adjustment (CVA) and debt valuation adjustment (DVA) when calculating the results of trading portfolios.
The CVA is a valuation adjustment of over-the-counter (OTC) derivatives, as a result of the risk associated with the credit exposure assumed by each counterparty.
The CVA is calculated by taking into account the potential exposure with each counterparty in each future maturity. The CVA for a certain counterparty would
be equal to the sum of the CVA for all maturities. It is calculated on the basis of the following inputs:
|
|
|
Expected exposure: including, for each operation the current market value (MtM) as well as the potential future risk (add-on) to each maturity. Mitigants such as collateral and netting contracts are taken into account,
as well as a factor of temporary decay for those derivatives with intermediate payments. |
|
|
|
Severity: the percentage of final loss assumed in case of credit/ non-payment of the counterparty. |
|
|
|
Probability of default: for cases where there is no market information (spread curve traded via CDS, etc) general proxies generated on the basis of companies with listed CDS of the same sector and external rating as the
counterparty are used. |
|
|
|
Discount factors curve. |
The DVA is a valuation adjustment similar to the CVA, but in this case as a result of
Grupo Santanders risk that counterparties assume in the OTC derivatives.
7.2.3. System for controlling limits
Setting market risk and liquidity limits is designed as a dynamic process which responds to the Groups risk appetite level (described in section 4.4 of
this report). This process is part of the annual limits plan, which is drawn up by the Groups senior management in a way that involves all the Groups institutions.
The market risk limits used in Grupo Santander are established on different metrics and try to cover all activity subject to market risk from many
perspectives, applying a conservative criterion. The main ones are:
|
|
|
Limits of equivalent positions and/or nominal. |
|
|
|
Sensitivity limits to interest rates. |
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235 |
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RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
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|
|
Risk limits of delivery by short positions in securities (fixed income and equities). |
|
|
|
Limits aimed at reducing the volume of effective losses or protecting results generated during the period: |
|
|
|
Limit on the total exposure. |
|
|
|
Limit to the jump to default by issuer. |
|
|
|
Limits for origination operations. |
These general limits are complemented by sub-limits. In this way, the
market risk area has a structure of limits sufficiently granular to conduct an effective control of the various types of market risk factors on which an exposure is maintained. Positions are tracked daily, both of each unit as well as globally. An
exhaustive control is made of the changes in the portfolios, in order to detect possible incidents for their immediate correction. Meanwhile, the daily drawing up of the income statement by the market risks area is an excellent indicator of risks,
as it allows the impact that changes in financial variables have had on portfolios to be identified.
Three categories of limits are established on the
basis of its sphere of approval and control: limits of approval and global controls, limits of global approval and local controls and limits of approval and local controls. The limits are requested by the business executive of each
country/institution, tending to the particular nature of the business and achieving the budget established, seeking consistency between the limits and the risk/return ratio, and approved by the corresponding risk bodies.
The business units must at all times comply with the limits approved. In the event of a limit being exceeded, the local business executives have to explain,
in writing and on the day, the reasons for the excess and the action plan to correct the situation, which in general can consist of reducing the position until it reaches the prevailing limits or set out the strategy that justifies an increase in
the limits.
If the business unit fails to respond to the situation of excess within three days, the global business executives will be asked to set out
the measures to be taken in order to make the adjustment to the existing limits. If this situation lasts for 10 days as of the first excess, senior risk management will be informed so that a decision can be taken, and the risk takers could be made
to reduce the levels of risk assumed.
7.3. Structural balance sheet risks32
7.3.1. Main magnitudes and evolution
The market risk
profile inherent in Grupo Santanders balance sheet, in relation to the volume of assets and shareholders funds, as well as the financial margin budgeted, remained at low levels in 2014 and in line with previous years.
7.3.1.1. Structural interest rate risk
7.3.1.1.
Europe and the United States
The main balances in Europe (parent bank and UK) show positive economic value sensitivities to interest rate rises, given
the expectations of long-term rates on the basis of economic indicators, while short-term rates maintains a very low net interest margin (NIM) exposure. The US balance sheet has a positive sensitivity to short and well as long-term interest rate
rises.
In any case, the level of exposure in all countries is moderate in relation to the annual budget and the amount of equity.
At the end of 2014, the risk of the NIM at one year, measured as its sensitivity to parallel changes of ±100 basis
points, was concentrated in the US dollar yield curve with EUR 67 million in risk to interest rate cuts (very low probability scenario in the current environment). Of note also was the risk to interest rate cuts in the Polish zloty curve (EUR
21 million).
At the same date, the main risk of economic value, measured as its sensitivity to parallel changes in the yield curve of ±100 basis
points was in the euro interest rate curve (EUR 2,149 million in risk to interest rate cuts). As regards the dollar and sterling curves, the amounts were EUR 865 million and EUR 343 million, respectively, also in risk to interest rate
cuts.
As previously stated, these scenarios a very unlikely.
32. |
Includes the entire balance sheet except for the trading portfolios. |
33. |
Sensitivity for the worst scenario between +100 and -100 b.p. |
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|
|
|
|
236 |
|
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RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
Other: Portugal, SCF and Poland.
The tables below give the structure by maturity of the balance sheets interest rate risk at the parent bank and Santander UK at the end of 2014.
Santander parent bank: interest rate
repricing gap35
Million euros. 31 december 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3 months |
|
|
1 year |
|
|
3 years |
|
|
5 years |
|
|
> 5 years |
|
|
Not sensitive |
|
Assets |
|
|
394,976 |
|
|
|
148,766 |
|
|
|
70,591 |
|
|
|
25,194 |
|
|
|
15,919 |
|
|
|
19,812 |
|
|
|
114,693 |
|
Liabilities |
|
|
431,401 |
|
|
|
166,111 |
|
|
|
63,114 |
|
|
|
59,981 |
|
|
|
30,499 |
|
|
|
40,457 |
|
|
|
71,238 |
|
Off-balance sheet |
|
|
36,425 |
|
|
|
21,971 |
|
|
|
(1,040 |
) |
|
|
13,849 |
|
|
|
2,087 |
|
|
|
(441 |
) |
|
|
0 |
|
Net gap |
|
|
0 |
|
|
|
4,626 |
|
|
|
6,437 |
|
|
|
(20,939 |
) |
|
|
(12,494 |
) |
|
|
(21,086 |
) |
|
|
43,455 |
|
Santander UK: interest rate repricing gap36 Million euros. 31 december 2014
|
|
|
|
|
|
|
|
Total |
|
|
3 months |
|
|
1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
> 5 years |
|
|
Not sensitive |
|
Assets |
|
|
324,674 |
|
|
|
193,356 |
|
|
|
30,189 |
|
|
|
49,580 |
|
|
|
23,806 |
|
|
|
7,192 |
|
|
|
20,551 |
|
Liabilities |
|
|
324,342 |
|
|
|
210,648 |
|
|
|
25,153 |
|
|
|
26,559 |
|
|
|
11,494 |
|
|
|
14,779 |
|
|
|
35,710 |
|
Off-balance sheet |
|
|
(332 |
) |
|
|
10,815 |
|
|
|
3,246 |
|
|
|
(512 |
) |
|
|
(7,603 |
) |
|
|
(6,280 |
) |
|
|
1 |
|
Net gap |
|
|
0 |
|
|
|
(6,477 |
) |
|
|
8,282 |
|
|
|
22,509 |
|
|
|
4,710 |
|
|
|
(13,867 |
) |
|
|
(15,158 |
) |
In general, the gaps by maturities remained at very low levels in relation to the size of the balance sheet, in
order to minimise the interest rate risk.
7.3.1.1.2. Latin America
The long-term balances are positioned to interest rate cuts due to the slower economic growth. The situation in the short term is very similar, except in the
case of Mexico, as it invests in the short term its liquidity excess in local currency.
A moderate level of exposure was maintained during 2014 in all
countries in relation to the annual budget and the amount of equity.
34. |
Sensitivity for the worst scenario between +100 and -100 b.p. |
35. |
Aggregate gap of all foreign currencies in the balance sheet of Santander parent bank, expressed in euros. |
36. |
Aggregate gap of all foreign currencies in the balance sheet of Santander UK, expressed in euros. |
|
|
|
|
|
|
|
|
|
237 |
|
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|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
At the end of 2014, the financial margin risk measured in sensitivity to ±100 b.p., was concentrated in
three countries, Brazil (EUR 152 million), Mexico (EUR 55 million) and Chile (EUR 33 million), as shown in the chart below:
Equity value risk, measured by its sensitivity to parallel changes of +/- 100 b.p., is also concentrated in
Brazil (EUR 572 million), Chile (EUR 152 million) and Mexico (EUR 132 million).
The gap tables show the structure by maturity of risk of the balance
sheet in Brazil in December 2014.
Brazil: interest rate frepricing gap39
Million euros. 31 december 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3 months |
|
|
1 year |
|
|
3 years |
|
|
5 years |
|
|
> 5 years |
|
|
Not sensitive |
|
Assets |
|
|
191,635 |
|
|
|
79,913 |
|
|
|
30,171 |
|
|
|
27,540 |
|
|
|
9,676 |
|
|
|
14,086 |
|
|
|
30,250 |
|
Liabilities |
|
|
191,635 |
|
|
|
119,076 |
|
|
|
10,640 |
|
|
|
12,014 |
|
|
|
7,288 |
|
|
|
6,603 |
|
|
|
36,015 |
|
Off-balance sheet |
|
|
0 |
|
|
|
(14,156 |
) |
|
|
12,975 |
|
|
|
(973 |
) |
|
|
1,517 |
|
|
|
637 |
|
|
|
1 |
|
Net neto |
|
|
0 |
|
|
|
(53,319 |
) |
|
|
32,505 |
|
|
|
14,553 |
|
|
|
3,905 |
|
|
|
8,120 |
|
|
|
(5,764 |
) |
7.3.1.1.3. balance sheet structural interest rate risk (var)
As well as sensitivity to interest rate movements (not just movements of +/-100 b.p, but also those of +/- 25, +/- 50, +/-75, in order to better characterise
the risk in countries with very low interest rates), Santander uses other methods to monitor the
structural interest rate risk of the balance sheet including analysis of scenarios and calculation of the VaR, using methodology similar to that used for the trading portfolios.
37. |
Sensitivity for the worst scenario between +100 and -100 b.p |
38. |
Sensitivity for the worst scenario between +100 and -100 b.p. |
39. |
Aggregate gap of all currencies in the balance sheet of the Brazil unit, expressed in euros. |
|
|
|
|
|
238 |
|
|
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
The table below shows the average, minimum, maximum and year-end values of the VaR of structural interest rate
risk over the last three years.
Balance sheet structural interest rate risk (var)
Million euros. VaR at 99% with a time frame of one day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
|
Minimum |
|
|
Average |
|
|
Maximum |
|
|
Year- end |
|
Structural interestrate risk (VaR)* |
|
|
411.3 |
|
|
|
539.0 |
|
|
|
698.0 |
|
|
|
493.6 |
|
Diversification impact |
|
|
(109.2 |
) |
|
|
(160.4 |
) |
|
|
(236.2 |
) |
|
|
(148.7 |
) |
Europe and US |
|
|
412.9 |
|
|
|
523.0 |
|
|
|
704.9 |
|
|
|
412.9 |
|
Latin America |
|
|
107.6 |
|
|
|
176.4 |
|
|
|
229.4 |
|
|
|
229.4 |
|
* |
Includes VaR by credit spread in the ALCO portfolios. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
|
Minimum |
|
|
Average |
|
|
Maximum |
|
|
Year- end |
|
Structural interestrate risk (VaR)* |
|
|
580.6 |
|
|
|
782.5 |
|
|
|
931.0 |
|
|
|
681.0 |
|
Diversification impact |
|
|
(142.3 |
) |
|
|
(164.7 |
) |
|
|
(182.0 |
) |
|
|
(150.3 |
) |
Europe and US |
|
|
607.7 |
|
|
|
792.5 |
|
|
|
922.0 |
|
|
|
670.0 |
|
Latin America |
|
|
115.2 |
|
|
|
154.6 |
|
|
|
191.0 |
|
|
|
161.3 |
|
* |
Incluye VaR por spread crediticio en las carteras ALCO. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
|
Minimum |
|
|
Average |
|
|
Maximum |
|
|
Year- end |
|
Structural interestrate risk (VaR)* |
|
|
361.7 |
|
|
|
446.4 |
|
|
|
525.7 |
|
|
|
517.5 |
|
Diversification impact |
|
|
(78.1 |
) |
|
|
(124.4 |
) |
|
|
(168.1 |
) |
|
|
(144.9 |
) |
Europe and US |
|
|
334.4 |
|
|
|
451.4 |
|
|
|
560.8 |
|
|
|
552.0 |
|
Latin America |
|
|
105.5 |
|
|
|
119.5 |
|
|
|
133.0 |
|
|
|
110.3 |
|
* |
Incluye VaR por spread crediticio en las carteras ALCO. |
The structural interest rate risk, measured in
VaR terms at one day and at 99%, was an average of EUR 539 million in 2014. The contribution to it of the balances of Europe and the US was significantly higher than that of Latin America. Of note was the high diversification between both areas
and the decline in VaR in Europe and US, due to the narrowing of bond spreads, particularly in Spain and Portugal.
7.3.1.2. Structural exchange-rate
risk/hedging of results
Structural exchange rate risk arises from Group operations in currencies, mainly related to permanent financial investments,
and the results and the hedging of these investments.
This management is dynamic and seeks to limit the impact on the core capital ratio of movements in
exchange rates.
At the end of 2014, the largest exposures of permanent investments (with their potential impact on equity) were
in Brazilian reales, followed by sterling, US dollars, Mexican pesos, Chilean pesos and Polish zlotys. The Group covers part of these positions of a permanent nature with exchange-rate derivatives.
In addition, financial management at the consolidated level is responsible for exchange-rate management of the Groups expected results and dividends in
those units whose currency is not the euro.
7.3.1.3. Structural equity risk
Santander maintains equity positions in its banking book in addition to those of the trading portfolio. These positions are maintained as portfolios available
for sale (capital instruments) or as equity stakes, depending on their envisaged time in the portfolio.
The equity portfolio of the banking book at the
end of 2014 was diversified in securities in various countries, mainly Spain, Brazil, US, Netherlands and China. Most of the portfolio is invested in the financial and insurance sectors; other sectors, to a lesser extent, are professional,
scientific and technical activities, public administrations (stake in Sareb), energy supply and the hotel and restaurant trade.
The structural equity
positions are exposed to market risk. VaR calculations are made for these positions, using market price series for listed shares and proxies for those that do not. At the end of 2014, the VaR at 99% with a one day time frame was EUR
208.5 million (EUR 235.3 million and EUR 281.4 million at the end of 2013 and 2012, respectively).
7.3.1.4. Structural VaR
In short, with a homogeneous metric such as the VaR, the total market risk of the balance sheet can be monitored excluding the trading activity of global
wholesale banking (the VaR evolution of this activity is reflected in section 6.2.1.1., distinguishing between fixed income (both interest rate as well the credit spread for the ALCO portfolios), exchange rates and equities.
In general, the structural VaR is not high in terms of the Groups volume of assets or equity.
|
|
|
|
|
|
|
|
|
239 |
|
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|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT TRADING MARKET RISK AND
STRUCTURAL RISKS |
VaR of the balance sheet excluding trading activity
Million euros. VaR at 99% with a time frame of one day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
|
Minimum |
|
|
Average |
|
|
Maximum |
|
|
Year-end |
|
|
Average |
|
|
Year-end |
|
|
Average |
|
|
Year-end |
|
Non-trading VaR |
|
|
597.3 |
|
|
|
718.6 |
|
|
|
814.2 |
|
|
|
809.8 |
|
|
|
857.6 |
|
|
|
733.9 |
|
|
|
593.1 |
|
|
|
659.0 |
|
Diversification effect |
|
|
(241.5 |
) |
|
|
(364.1 |
) |
|
|
(693.5 |
) |
|
|
(426.1 |
) |
|
|
(448.3 |
) |
|
|
(380.2 |
) |
|
|
(390.7 |
) |
|
|
(347.1 |
) |
Interest rate VaR* |
|
|
411.3 |
|
|
|
539.0 |
|
|
|
698.0 |
|
|
|
493.6 |
|
|
|
782.5 |
|
|
|
681.0 |
|
|
|
446.4 |
|
|
|
517.5 |
|
Exchange rate VaR |
|
|
256.9 |
|
|
|
315.3 |
|
|
|
533.8 |
|
|
|
533.8 |
|
|
|
254.5 |
|
|
|
197.8 |
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|
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237.0 |
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|
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207.3 |
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Equity VaR |
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170.6 |
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228.4 |
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275.8 |
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208.5 |
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|
|
269.0 |
|
|
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235.3 |
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300.4 |
|
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281.4 |
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* |
Includes VaR by credit spread in the ALCO portfolios.
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7.3.2. Methodologies
7.3.2.1. Structural interest rate risk
The Group analyses
the sensitivity of net interest margin and of equity value to changes in interest rates. This sensitivity arises from gaps in maturity dates and the review of interest rates in the different asset and liability items.
On the basis of the positioning of balance sheet interest rates, as well as the situation and outlook for the market, the financial measures are agreed to
adjust the positioning to that desired by the bank. These measures range from taking positions in markets to defining the interest rate features of commercial products.
The metrics used by the Group to control interest rate risk in these activities are the interest rate gap, the sensitivity of net interest margin and of
equity value to changes in interest rate levels, the duration of equity and Value at Risk (VaR), for the purposes of calculating economic capital.
7.3.2.1.1. Interest rate gap of assets and liabilities
The interest rate gap analysis focuses on the mismatches between the interest reset periods of on-balance-sheet assets and liabilities and of off-balance-sheet
items. It provides a basic representation of the balance sheet structure and allows for the detection of interest rate risk by concentration of risk in maturities. It is also a useful tool for estimating the impact of eventual interest rate
movements on net interest margin or the Banks equity value.
All on- and off-balance sheet items must be disaggregated by their flows and looked at
in terms of repricing/maturity. In the case of those items that do not have a contractual maturity, an internal model of analysis is used and estimates made of the duration and sensitivity of them.
7.3.2.1.2. Net interest margin sensitivity (NIM)
The
sensitivity of net interest margin measures the change in the short/medium term in the accruals expected over a particular period (12 months), in response to a shift in the yield curve.
It is calculated by simulating the net interest margin, both for a scenario of a shift in the yield curve as well as for the current situation. The
sensitivity is the difference between the two margins calculated.
7.3.2.1.3. Market value of equity sensitivity (MVE)
The sensitivity of equity value is an additional measure to the sensitivity of the net interest margin.
It measures the interest risk implicit in net worth (equity) on the basis of the impact of a change in interest rates on the current values of financial assets
and liabilities.
7.3.2.1.4. Treatment of liabilities without defined maturity
In the corporate model, the total volume of the balances of accounts without maturity is divided between stable and unstable balances. This separation between
the stable and unstable balances is obtained from a model that is based on the relation between balances and their own moving averages.
From this
simplified model the monthly cash flows are obtained and used to calculate the NIM and MVE sensitivities.
The model requires a variety of inputs:
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Parameters inherent in the product. |
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Performance parameters of the client (in this case analysis of historic data is combined with the expert business view). |
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Historic data of the portfolio. |
7.3.2.1.5. Pre-payment treatment for certain assets
The pre-payment issue mainly affects fixed-rate mortgages in units where the relevant interest rate curves for the balance sheet (specifically for the
portfolio of investment in fixed rate mortgages) are at low levels. In these units the risk is modelised and some changes can also be made to assets without defined maturity (credit card businesses and similar).
The usual techniques used to value options cannot be applied directly because of the complexity of the factors that determine the pre-payment of borrowers. As
a result, the models for assessing options must be combined with empirical statistical models that seek to capture the pre-payment performance. Some of the factors conditioning this performance are:
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Interest rate: the differential between the fixed rate of the mortgage and the market rate at which it could be refinanced, net of cancellation and opening costs. |
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Seasoning: pre-payment trend downward at the start of the instruments life cycle (signing of the contract) and upward and stabilising as time passes.
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Seasonality: the amortisations or early cancellations tend to take place at specific dates. |
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Burnout: decreasing trend in the speed of pre-payment as the instruments maturity approaches, which includes: |
a) |
Age: defines low rates of pre-payment . |
b) |
Cash pooling: defines as more stable those loans that have already overcome various waves of interest rate falls. In other words, when a portfolio of loans has passed one or more cycles of downward rates and thus high
levels of pre-payment, the surviving loans have a significantly lower pre-payment probability. |
c) |
Others: geographic mobility, demographic, social, available income factors, etc. |
The series of econometric
relations that seek to capture the impact of all these factors is the probability of pre-payment of a loan or pool of loans and is denominated the pre-payment model.
7.3.2.1.6. Value at Risk (VaR)
The Value at Risk for
balance sheet activity and investment portfolios is calculated with the same standard as for trading: maximum expected loss under historic simulation with a confidence level of 99% and a time frame of one day. As for the trading portfolios, a time
frame of two years, or 520 daily figures, is used, obtained from the reference date of the VaR calculation back in time.
7.3.2.2. Structural exchange
rate risk/hedging of results
These activities are monitored via position measurements, VaR and results, on a daily basis.
7.3.2.3. Structural equity risk
These activities are
monitored via position measurements, VaR and results, on a monthly basis.
7.3.3. System of control of limits
As already stated for the market risk of trading, under the framework of the annual limits plan limits are set for balance sheet structural risks, responding
to Grupo Santanders risk appetite level.
The main ones are:
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Balance sheet structural interest rate risk: |
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Limit on the sensitivity of the net interest margin to 1 year. |
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Limit of the sensitivity of equity value. |
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Structural exchange rate risk: |
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Net position in each currency (for hedging positions of results). |
In the event of exceeding one of these
limits or their sub limits, the relevant risk management executives must explain the reasons why and facilitate the measures to correct it.
7.4. Pension, actuarial and fiduciary risks
7.4.1. Pension risks
When managing the pension fund risks
of employees (defined benefit), the Group assumes the financial, market, credit and liquidity risks in which it incurs for the asset and investment of the fund, as well as the actuarial risks derived from the liability, and the responsibilities for
pensions to its employees.
The Groups objective in the sphere of controlling and managing pension risk focuses on identifying, measuring/assessing,
monitoring, controlling, mitigating and communicating this risk. The Groups priority is thus to identify and eliminate all the focuses of risk, regardless of whether they have produced losses or not.
This is why the methodology used by Grupo Santander estimates every year the combined losses in assets and liabilities in a defined stress scenario from
changes in interest rates and discount rates, inflation, stocks markets and properties, as well as the credit and operational risk.
Main magnitudes
The main magnitudes regarding the pension funds of employees of defined contribution are set out in note 25 of the Groups auditors report
and annual consolidated financial statements, which report the details and movements of provisions for pensions, as well as the main hypotheses used to calculate the actuarial risk and the risk of the fund, including changes in the value of assets
and liabilities and details on the investment portfolios assigned to them.
The investor profile of the aggregated portfolio of employees pension
funds is low risk, as around 70% of the total portfolio is invested in fixed-income assets, as set out in the chart below.
7.4.2. Actuarial risk
Actuarial risk is produced by biometric changes in the life expectancy of those with life assurance, from the unexpected increase in the indemnity envisaged in
non-life insurance and, in any case, from unexpected changes in the performance of insurance takers in the exercise of the options envisaged in contracts.
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The following are actuarial risks:
Risk of life liability: the risk of loss in the value of the liabilities of life assurance caused by fluctuations in risk factors that affect these
liabilities.
i. |
Mortality/longevity risk: risk of loss from movements in the value of the liabilities derived from changes in estimating the probability of death/survival of those insured. |
ii. |
Morbidity risk: risk of the loss from movements in the value of the liability derived from changes in estimating the probability of disability/incapacity of those insured. |
iii. |
Rescue/fall risk: the risk of loss from movements in the value of the liability as a result of the early cancellation of the contract, of changes in the exercise of the right of rescue by the insurance holders, as well
as options of extraordinary contribution and/or suspending contributions. |
iv. |
Risk of costs: risk of the loss from changes in the value of the liability derived from negative variances in envisaged costs. |
v. |
Catastrophe risk: losses caused by catastrophic events that increase the life liability of the institution. |
Risk of non-life liability: risk of loss from the change in the value of the liability of non-life insurance caused by fluctuations in risk factors
that affect these liabilities:
i. |
Premium risk: loss derived from the insufficiency of premiums to meet the disasters that might occur. |
ii. |
Reserve risk: loss derived from the insufficiency of reserves for disasters, already incurred but not settled, including costs from management of these disasters. |
iii. |
Catastrophe risk: losses caused by catastrophic events that increase the non-life liability of the institution. |
Main magnitudes
In the case of Grupo Santander,
actuarial risk embraces the activity of the Groups fully-owned subsidiaries which are subject not only to a risk of actuarial nature, but also their activity is impacted by the rest of financial, non-financial and transversal risks, defined by
the Group.
The volume of assets managed by the companies in Spain and Portugal that belong 100% to Grupo Santander amounted to EUR 25,576 million,
of which EUR 23,276 million are directly related to commitments with insurance holders, as follows:
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EUR 14,479 million are commitments guaranteed (wholly or partly) by the companies themselves. |
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EUR 8,797 million are commitments where the risks are assumed by the insurance holders:
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7.4.3. Fiduciary risk
Fiduciary risk comes from the management and/or administration by clients of products and assets, as well as when acting as trustee for third parties. It is
mostly associated with activities related to investment and protection products linked to asset management and insurance activities.
It is the risk
incurred when acting as trustee for third parties or managing assets for the benefit of third parties, where mismanagement of assets could result in losses for the client and the fiduciary could be responsible for these losses, with the consequent
economic and/or reputational impact.
The fiduciary risk can also be defined as the potential loss that could occur due to significant fluctuations in the
value of the portfolios managed by the fiduciary for third parties (settler/ beneficiaries) and the image and reputation of the trust.
In this sense,
there is a relation between fiduciary risks and the risk of conduct, which is the risk caused by inadequate practices in the Banks relationship with its clients, the treatment and products offered to the client and their adequacy for each
specific client, as well as the compliance and reputational risks.
The main factor of all activities and/or businesses that involve a fiduciary risk is
the duty to act in the clients best interest (Look after the money of clients as if it was your own). This principle obliges one to always act in the clients interest, in accordance with the mandate, instructions or orders.
This principle is backed by basic pillars for managing fiduciary risk and defending clients interests.
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Knowledge of the client: risk management should be orientated by adequate knowledge, within the organisation, of the reality and needs of clients. This knowledge embraces the adequacy of the product offered to
clients in asset management and insurance, ensuring that it fits into the marketing policy in accordance with the client profile. |
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Mandate compliance: the process of risk management requires analysis and control of the mandates through regular assessment of compliance with them. The risk associated with clients positions will be cared
for by applying the same general principles as those applied in the analysis and control of the Groups own risks. |
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Transparency: all the relevant information on management of positions, the risks entailed in them and the evolution and results generated by these positions must be transmitted to the client. |
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Management of conflicts of interest: potential or actual conflicts of interest can be derived from the interrelation between the activity of management and that of other business units or Group areas. In order to
avoid these circumstances the criteria established by the Group will be followed in all cases, safeguarding in all of them the interests of clients, participants, partners or those insured. |
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Monitoring and adapting to regulations: both of products as well as fund management companies so as to always provide the highest quality service and foresee regulatory risk.
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The largest component of fiduciary risk is associated with asset management by third parties: discretional
management of vehicles and portfolios by fund management and insurance companies in which the Group has a stake and/or with whom distribution agreements are maintained, as well as activity carried out by the Groups private banking units which
provide advisory services and discretional management of client portfolios.
The regulations impose on fund management companies as well as companies that
provide investment services the obligation to always safeguard the interests of clients.
This obligation is specified in the management contract or
fiduciary mandate, which determines the conditions of how the fiduciary operates and its relation with clients. In order to guarantee compliance with the mandate granted by clients, risk is managed from the different vectors that could affect the
portfolios and which are explained later on.
In order for the fiduciary to be able to carry out these services, there must be at the local level a legal
structure subject to the requirements of its local supervisor. It is also necessary to have adequate technical and human resources, and conduct the control and monitoring of risks in a risk and compliance unit that is independent of business.
The three fundamental vectors of fiduciary risk control are:
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The financial, market, credit and liquidity risks which are incurred by investing the wealth of clients in financial products and instruments. |
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The regulatory risk of complying with the limits established by regulations and the strictly fiduciary risk, complying with the investment mandates, as well the security of the investor circuit. |
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The importance of monitoring the final result of the investments both with regard to the fiduciary relations with the client who expects the best result as well as with regard to competitors. Always with the objective
of offering a product of the highest possible quality and without losing the Groups risk principles. |
Management and control model
Grupo Santanders business and asset management activities were changed during the course of 2014, following the corporate restructuring at
Santander Asset Management (SAM), a vehicle that integrates asset management activity and which, under the marketing agreement made, offers a wide range of savings and investment products that cover the various needs of clients and which are
distributed by the Groups commercial networks and by external distribution channels.
Asset management activity can vary as regards the assets managed:
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Management of mutual funds and companies, discretional management portfolios and pension funds, currently developed by SAM and by countries private banking teams and vehicles. |
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Private equity management, specialised in managing venture capital vehicles. |
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Real estate management, specialised in managing property products. |
Grupo Santander markets and manages these
assets in accordance with the rules and recommendations of local supervisors, following minimum standards that ensure the best interests of its clients.
The mission and objectives of Grupo Santanders department of fiduciary risks are synthesised in the admission and monitoring of the risks assumed with
clients and businesses, participating in the decision-making processes on the admission of new products and the mandates of defined management; and, subsequently, monitoring all the fiduciary risks.
In order to comply with this mission, the fiduciary risk team has the following functions:
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Define the risk profile of the new products/portfolios/mandates and underlying assets, participating in the approval process, as well as approving the companies that manage and administer them. |
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Identify, know, control, analyse and monitor the fiduciary risks globally in the business of private banking, asset management and insurance. |
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Cooperate in designing and defining the fiduciary risk policies: products, underlying assets and management policies. |
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Disseminate, implement, cooperate in applying and overseeing compliance in the local units and in each of the business units of the risk policies, procedures and any other rule applicable in the fiduciary risk sphere.
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Design the control and monitoring policies of fiduciary risk on products, portfolios, mandates and underlying assets, guaranteeing both the vision of control as well as that of management. |
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Supervise the result of the control processes conducted, make improvement proposals and recommendations for fiduciary risk. |
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Design and implement mitigating measures for the risks detected. |
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Implementing these functions is structured in the corporate and local spheres in the following way:
In the corporate sphere, the area of fiduciary risks is in charge of designing and defining the financial risk policies and procedures, compliance and
performance at the global level; disseminating and cooperating in their implementation in the local units; supervising the result of the control processes carried out locally and implementing, when necessary, the mitigating measures for the risks
detected.
In the local sphere, the areas of local risks must have the structure and necessary means to conduct its activity as hitherto described, as
they are in charge of executing the various controls established, assuming the responsibility of reporting the results to the interlocutors at the local level (business, risk supervision, regulators and supervisors, etc), as well as to their
interlocutors at the corporate level.
Main metrics
At the end of 2014, Grupo Santander clients had in their portfolios EUR 122,026 million of mutual funds and EUR 19,127 million in pension funds, all
managed by Santander Asset Management, the holding company participated by the Group.
The risk profile of the total mutual and pension funds is
influenced by the type of assets incorporated in the different products, as shown below.
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8. Liquidity risk and funding
8.0. Structure of this section
Following an introduction to the liquidity risk and funding concept in Grupo Santander (page 245), we present the liquidity management framework
set by the Group, including monitoring and control of liquidity risk (pages 246-250).
We then look at the funding strategy developed by the Group and
its subsidiaries over the last few years (pages 250-253), with particular attention to the liquidity evolution in 2014. The evolution of the liquidity management ratios in 2014 and business and market trends that gave rise to it (pages
253-258).
The section ends with a qualitative description of the prospects for funding in 2015 for the Group and its main countries
(page 258).
8.1. Introduction to the treatment of liquidity risk and funding
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Santander has developed a funding model based on autonomous subsidiaries responsible for covering their own liquidity needs. |
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This structure makes it possible for Santander to take advantage of its solid retail banking business model in order to maintain comfortable liquidity positions at Group level and in its main units, even during stress
in the markets. |
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In the last few years, as a result of the tensions arising from the global economic and financial crisis, it has been necessary to adapt the funding strategies to the new commercial business trends, the markets
conditions and the new regulatory requirements. |
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In 2014, and in a better market environment, Santander continued to improve in specific aspects such as a very comfortable liquidity position at Group level and in subsidiaries. All of this enables us to face 2015 from
a good starting point, without growth restrictions. |
Liquidity management and funding have always been basic elements in Banco
Santanders business strategy and a fundamental pillar, together with capital, in supporting its balance sheet strength.
Liquidity has gained importance in managing banks in the last few years because of the tensions in financial
markets against the backdrop of a global economic crisis. This scenario has enhanced the importance for banks of having appropriate funding structures and strategies to ensure their intermediation activity.
During this period of stress, Santander has enjoyed an appropriate liquidity position, higher than that of its peers, which has given it a competitive
advantage to develop and expand its activity in an increasingly demanding environment.
Today, in a more favourable liquidity environment, the Group
continues to benefit from the advantage of financial soundness in the face of the new challenge of optimising in cost terms the demanding liquidity standards required by regulators, while pushing growth in countries which were deleveraging.
This better position for the whole Group has been supported by a decentralised funding model consisting of autonomous subsidiaries self-sufficient in
liquidity. Each subsidiary is responsible for covering the liquidity needs of its current and future activity, either through deposits captured from its customers in its area of influence or through recourse to the wholesale markets in which it
operates, within a framework of management and supervision coordinated at the Group level.
The funding structure is one that shows its greatest
effectiveness in situations of high levels of market stress, as it prevents the difficulties of one area from affecting the funding capacity of other areas and thus of the Group as a whole, as could happen in the case of a centralized funding model.
Moreover, at Grupo Santander this funding structure benefits from the advantages of a solid retail banking model with a significant presence in 10 high
potential markets and focused on retail clients and high efficiency. All of this gives our subsidiaries a big capacity to attract stable deposits, as well as a strong issuance capacity in the wholesale markets of these countries, generally in their
own currency, and backed by the strength of their franchise and belonging to a leading group.
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8.2. Liquidity management frameworkmonitoring and control of liquidity risk
Management of structural liquidity aims to fund the Groups recurring activity in optimum conditions of maturity and cost, avoiding the assumption of
undesired liquidity risks.
Santanders liquidity management is based on the following principles:
Decentralized liquidity model.
Needs derived from medium and long term activity must be financed by medium and long term instruments.
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High contribution from customer deposits, derived from the retail nature of the balance sheet. |
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Diversification of wholesale funding sources by instruments/ investors, markets/currencies and terms. |
Limited recourse to wholesale short-term funding.
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|
Availability of sufficient liquidity reserve, which includes the discount capacity in central banks to be used in adverse situations. |
Compliance with regulatory requirements of liquidity required at Group level and subsidiaries, as a new management conditionality.
The effective application of these principles by all the institutions that comprise the Group required development of a unique management
framework built around three essential pillars:
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A solid organizational and governance model that ensures the involvement of the senior management of subsidiaries in decision-taking and its integration into the Groups global strategy. |
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Deep balance sheet analysis and measurement of liquidity risk, which supports decision-taking and its control. |
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Management adapted in practice to the liquidity needs of each business. |
8.2.1. Organisational model and governance
The decision-taking process regarding structural risks, including liquidity risk, is carried out by local asset and liability committees (ALCO) in coordination
with the global ALCO.
The global ALCO is the body empowered by Banco Santanders board to coordinate asset and liability management (ALM) throughout
the Group, including liquidity and funding management, which is conducted via the local ALCos and in accordance with the ALM corporate framework.
This
body is headed by the Banks executive chairman and comprises an executive vice-chairman (who is, in turn, chairman of the executive risk committee), the chief executive officer, the chief financial officer, the executive vice president for
risk and others senior executives responsible for the business and analysis units who provide advice.
In line with these principles and the ALM corporate
framework, the function of liquidity and funding management is backed by:
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The board as the maximum organ responsible for management of the Group. |
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The local ALCO committees, which define at each moment the objective positioning of liquidity and the strategies that ensure and/or anticipate the funding needs derived from their business, always within the risk
appetite set by the board and the regulatory requirements. |
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The global ALCO, which conducts the parent banks ALM management, as well as coordinating and monitoring the function in the Groups other units. |
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The Financial Management area, which manages on a day to day basis, conducting analysis, proposing strategies and carrying out the measures adopted within the positioning defined by the ALCOs. |
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The Market Risk area, responsible for monitoring and permanently controlling compliance with the limits established. This independent control function is completed a posteriori by regular reviews conducted by Internal
audit. |
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All of this supported by an area of independent operations that guarantees the integrity and quality of the information used for managing and controlling liquidity. |
This clear division of functions traditionally established in the Group, between executing liquidity management (the responsibility of the Financial
Management area) and monitoring and control (the responsibility of the Market Risk area), has put Santander among the functions best governance practices.
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This governance model has been strengthened in the last few years by being integrated within a more global view
of the Groups risks (Santanders risk appetite framework), which responds to the demand of regulators and market players emanating from the financial crisis to strengthen banks risk management and control systems.
The liquidity risk profile and appetite aims to reflect the Groups strategy for developing its businesses, which consists of structuring the balance
sheet in the most resistant way possible to potential liquidity tension scenarios. Liquidity appetite metrics have been articulated which reflect the application at the individual level of the principles of the Groups liquidity management
model, with specific levels for the ratio of structural funding and minimum liquidity horizons under various tension scenarios, as indicated in the following sections.
Over the next few years, the metrics used in the liquidity risk appetite framework will be increased with the incorporation of those monitored and controlled
by the financial management area at Group level and of the main units, be they regulatory metrics or another type.
8.2.2. Balance sheet analysis and
measurement of liquidity risk
Decision-making on funding and liquidity is based on a deep understanding of the Groups current situation
(environment, strategy, balance sheet and state of liquidity), of the future liquidity needs of the various units and businesses (projection of liquidity), as well as access to and the situation of funding sources in the wholesale markets.
The objective is to ensure the Group maintains optimum levels of liquidity to cover its short and long-term needs with stable funding sources, optimising the
impact of its cost on the income statement.
This requires monitoring of the structure of balance sheets, forecasting short and medium-term liquidity and
establishing the basic metrics.
At the same time, various analyses of scenarios are conducted which take into account the additional needs that could
arise from various extreme, unlikely but possible, events. These could affect the various items of the balance sheet and/funding sources differently (degree of renewal of wholesale funding, deposit outflows, deterioration in the value of liquid
assets, etc), whether for global market reasons or specific ones of the Group.
The inputs for drawing up the Groups various contingency plans are obtained from the results of the analysis of
balance sheets, forecasts and scenarios, which, in turn, enable a whole spectrum of potential adverse circumstances to be anticipated.
All these actions
are in line with the practices being fostered by the Basel Committee and the various regulators in the European Union and the European Banking Authority to strengthen the liquidity of banks. Their objective is to define a framework of principles and
metrics that, in some cases, are close to being implemented and, in others, still being developed.
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Greater detail on the measures, metrics and analysis used by the Group and its subsidiaries to manage and
control liquidity risk is set out below:
Methodology for monitoring and controlling liquidity risk
The Groups liquidity risk metrics aim to:
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Achieve greater efficiency in measuring and controlling liquidity risk. |
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|
Support financial management, with measures adapted to the form of managing the Groups liquidity. |
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Alignment with the regulatory requirements derived from the transposition of Basel III in the European Union (basically CRDIV in EU and others), in order to avoid conflicts between limits and facilitate
management. |
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Serve as an early warning system, anticipating potential risk situations by monitoring certain indicators. |
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Attain the involvement of countries. The metrics are developed on the basis of common and homogeneous concepts that affect liquidity, but they require analysis and adaptation by each unit. |
There are two types of basic metrics used to control liquidity risk: short term and structural. The first category basically includes the liquidity gap and
the second one the balance sheets net structural position. As an additional element, the Group develops various stress scenarios. These three metrics are as follows:
a) Liquidity gap
The liquidity gap provides information on the
potential cash inflows and outflows for a certain period of time, both contractual and estimated. They are drawn up for each of the currencies in which the Group operates.
The gap provides information on the sources and uses of funds expected in specific time periods, in relation to the total on- and off-balance sheet items.
This analysis tool is obtained from the net of the structure of maturities and flows for each period established. The liquidity available is contrasted with the needs arising from maturities.
In practice, and given the different performances of a same item in the Groups subsidiaries, there are common standards and methodologies to homogenize
the building of liquidity risk profiles for each unit, so they can be presented in a comparable way to the Banks senior management.
As a result,
and given that this analysis must be conducted at the individual level of each subsidiary for its autonomous management, a consolidated view of the liquidity gaps is of very limited use for managing and understanding liquidity risk.
Of note in the various analysis made using the liquidity gap is that for wholesale funding. On the basis of this analysis a metric has been
defined whose objective is to guarantee that sufficient liquid assets are maintained in order to attain a minimum liquidity horizon, under the assumption of not renewing wholesale funding at maturity.
The minimum liquidity horizons are determined in a corporate and homogeneous way for all units/countries, which
must calculate their wholesale liquidity metric in the main currencies in which they operate.
Bearing in mind the market tensions in the last few years
of global crisis, this wholesale liquidity gap is closely monitored in the parent bank and in the euro zone units.
At the end of 2014, all units
were in a comfortable position in the horizons established for this scenario.
b) Net structural position
The objective of this metric is to determine the reasonability of the funding structure of the balance sheet. The Groups criterion is to ensure that the
structural needs (lending, fixed assets, etc) are covered by an adequate combination of wholesale sources and a stable base of retail deposits, to which is added the capital and the rest of permanent liabilities.
Each unit draws up its liquidity balance sheet in accordance with the features of their businesses and compares them with the various funding sources they
have. The main factors taken into account when determining this metric are the recurrence of the businesses to be financed, the stability of funding sources and the capacity of assets to become liquid.
In practice, each subsidiary draws up its liquidity balance sheet (different from the accounting one), classifying the various asset and liability items and
off-balance sheet ones on the basis of their type for the purposes of liquidity. This determines the funding structure that must be met at all times with a key premise: basic businesses must be financed with stable funds and medium- and long-term
funding. All of this guarantees the Banks sound financial structure and the sustainability of business plans.
At the end of 2014, the Group
had a structural liquidity surplus of around EUR 153,000 million (15% of net liabilities as against 16% in 2013). This surplus is almost five times higher than that at the start of the crisis (EUR 33,000 million and 4% of net liabilities
in December 2008), thanks to the efforts made during these years.
c) Analysis of scenarios
As an additional element to the metrics, the Group develops various stress scenarios. The main objective is to identify the critical aspects of potential
crisis and define the most appropriate management measures to tackle each of these situations.
Generally speaking the units take into account three
scenarios in their liquidity analysis: idiosyncratic, local systemic and global systemic. These scenarios represent the minimum standard analysis established for all the Groups units and which are provided to senior management. Each of the
units also develops ad hoc scenarios that replicate significant historic crises or specific liquidity risks of their environment.
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The main features of the three basic scenarios are:
|
|
An idiosyncratic crisis only affects the Bank but not its environment. This is basically reflected in wholesale funds and in retail deposits, with various percentages of outflows depending on the severity defined.
|
Within this category a specific crisis scenario that a local unit could suffer as a result of a crisis in the parent bank
(Banco Santander) is studied. This scenario was particularly relevant in 2012 because of strong tensions registered by markets on Spain and the rest of countries on the periphery of the euro zone, a situation amply overcome since then.
|
|
A local systemic crisis is an attack by the international financial markets on the country where the unit is located. Each unit would be affected to varying degrees, depending on its relative position in the local
market and the image of soundness it transmits. Among other factors which would be affected in this scenario are, for example, the wholesale funding lines from the closure of markets or the liquid assets linked to the country that would be
significantly reduced. |
|
|
Global systemic crisis. In this scenario some of the factors mentioned in the scenarios above are stressed. Particular attention is paid to the most sensitive aspects from the standpoint of the units liquidity
risk. |
Defining scenarios and calculating the metrics under each of them are directly linked to the process by the financial management area
of drawing up and executing the contingency plan, which is the responsibility of the financial management area.
At the end of 2014, and in a
scenario of a potential systemic crisis affecting the wholesale funding of units in Spain (following the previously mentioned 2012 scenario), Grupo Santander maintained an adequate liquidity position. The wholesale liquidity metric horizon in Spain
(included within the liquidity gap measures) showed levels higher than the minimums established, during which the liquidity reserve would cover all the maturities of wholesale funding, in the event of not being renewed.
As well as these three metrics a series of internal and market variables was defined as early warning indicators of possible crises, which can also
state their nature and severity. Their integration into daily liquidity management enables situations that could affect the Groups liquidity risk to be anticipated. Although these alerts vary from country to country and from bank to bank on
the basis of specific determinants, some of the parameters used are common in the Group, such as Banco Santanders CDS level, the evolution of deposits from customers and the official interest rate trend of central banks.
8.2.3. Management adapted to business needs
As already pointed out, Grupo Santanders liquidity management is carried out at the level of subsidiaries and/or business units in order to finance their
recurring activities in appropriate maturities and prices. The main balance sheet items related to business and funding the Groups largest business units are as follows:
Main units and balance sheet items
Billion euros. December 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
Net loans * |
|
|
Deposits** |
|
|
M/LT funding*** |
|
Spain |
|
|
314.9 |
|
|
|
157.0 |
|
|
|
178.7 |
|
|
|
64.4 |
|
Portugal |
|
|
41.6 |
|
|
|
23.2 |
|
|
|
24.0 |
|
|
|
2.7 |
|
SCF |
|
|
71.5 |
|
|
|
60.4 |
|
|
|
30.8 |
|
|
|
13.3 |
|
Poland |
|
|
27.8 |
|
|
|
17.0 |
|
|
|
20.1 |
|
|
|
0.6 |
|
UK |
|
|
354.2 |
|
|
|
251.2 |
|
|
|
202.3 |
|
|
|
67.4 |
|
Brazil |
|
|
156.3 |
|
|
|
74.4 |
|
|
|
68.5 |
|
|
|
21.5 |
|
Mexico |
|
|
53.7 |
|
|
|
25.9 |
|
|
|
28.6 |
|
|
|
1.7 |
|
Chile |
|
|
42.8 |
|
|
|
30.6 |
|
|
|
23.4 |
|
|
|
6.9 |
|
Argentina |
|
|
9.3 |
|
|
|
5.5 |
|
|
|
6.8 |
|
|
|
0.1 |
|
US |
|
|
96.9 |
|
|
|
67.2 |
|
|
|
46.6 |
|
|
|
24.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROUP TOTAL |
|
|
1,266.3 |
|
|
|
734.7 |
|
|
|
647.9 |
|
|
|
202.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Customer loans excluding loan-loss provisions. |
** |
Including retail commercial paper in Spain. |
*** |
M/LT issues in markets, securitisations and other collateralised funding in the market and funds taken from FHLB lines. All in their nominal value. |
In practice, and in line with the financing principles set out, liquidity management in these units consists of:
|
|
Drawing up every year a liquidity plan based on the funding needs derived from the budgets of each business and the methodology already described. On the basis of these liquidity needs and taking into account prudent
limits of recourse to short-term markets, the Financial Management area establishes an issuance and securitisation plan for the year for each subsidiary/global business. |
|
|
Monitor during the year the evolution of the balance sheet and of the funding needs of the subsidiaries/businesses, which gives rise to updating the plan. |
|
|
Monitor and manage compliance with the regulatory ratios by units, as well as oversee the level of asset encumbrance in each units funding, from both the structural standpoint as well as its component with the
shortest maturity. |
|
|
Maintain an active presence in a large number of wholesale funding markets that enables an appropriate structure of issues to be sustained, diversified by products and with an average conservative maturity.
|
The effectiveness of this management at Group level is based on implementation in all subsidiaries. Each subsidiary budgets the liquidity
needs based on their activity of intermediation and assesses its capacity of recourse to wholesale markets in order to establish an issuance and securitisation plan, in coordination with the Group.
Traditionally, the Groups main subsidiaries have been self-sufficient as regards their structural financing. The exception is Santander Consumer Finance
(SCF) which needs the support of other Group units, particularly that of the parent bank, given its nature as a consumer finance specialist operating mainly via dealers.
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This support, always at the market price on the basis of the maturity and internal rating of the borrowing unit,
has been on a sustained downward trend on a like-for-like basis (from EUR 15,000 million in 2009 to less than EUR 3,000 million in 2014 including hybrid positions in capital). This has made it necessary for SCF to develop internal
structures for capturing retail and wholesale funds and opening new securitisation markets. This constitutes a good example of the subsidiaries managing and developing autonomous sources of liquidity.
The incorporation of new portfolios and business units in 2015 (GE Money in Nordic countries; joint ventures with Banque PSA in 11 European countries), will
require in the short term greater financial support from the rest of the Groups units. In the medium term, the greater wholesale funding capacity of SCF and access to European Central Bank long-term funding (TLTROs) will enable the unit to
return to the path of reduction set in the last few years.
8.3. Funding strategy and evolution of liquidity in 2014
8.3.1. Funding strategy
Santanders activity over the last
few years has achieved its objective of adequately funding the Groups recurring activity in a more demanding environment. Its peak, during the global economic and financial crisis, required managing sharp rises in risk that led to scant levels
of liquidity in certain maturities and at very high costs. These market conditions relaxed significantly during 2013 and, particularly, in 2014 following the interventions by the main central banks.
Santanders good performance was supported by extending the management model to all the Groups subsidiaries, including the new incorporations, and,
above all, adapting the subsidiaries strategy to the increasing requirements of both the markets as well as regulators. These requirements have not been the same for all markets and reached much higher levels of difficulty and pressure in some
areas, such as on the periphery of Europe.
It is possible, however, to extract a series of general trends implemented by Santanders
subsidiaries in their funding and liquidity management strategies since the beginning of the crisis. They are the following:
|
|
|
Strong liquidity generation from commercial business due to lower growth in lending and greater emphasis on capturing funds from customers. |
The evolution in the last few years of the Groups lending is the result of combining sharp falls in the units in Spain and Portugal,
due to the strong deleveraging of these economies, with growth in other countries, either through the expansion of units and businesses under development (United States, Germany, Poland, UK companies), or through sustained growth in emerging
countries (Latin America). Overall, the Groups net lending increased by EUR 108,000 million since December 2008 (+17%).
At
the same time, the focus on liquidity during the crisis together with the Groups capacity to attract retail deposits via branches, made possible a rise in customer deposits of EUR 227,000 million, 54% higher than the December 2008
balance, and more than double the rise in net lending balances during this period.
All the commercial units boosted their deposits, both the units in countries undergoing
deleveraging as well as those in growth areas where they matched their evolution to that of loans.
This liquidity generation was
particularly intense in Spain (close to EUR 100,000 million since December 2008). This was as a result of the reflection in the credit volumes of private sector indebtedness during the crisis and the strong capturing of deposits in an
environment of savers seeking security. The combination resulted in turning a surplus of loans over deposits in 2008 into the current surplus of deposits.
These trends on loans and deposits changed in 2014 at Group level. Lower deleveraging and recovery of new lending in the countries most
affected by the crisis, on the one hand and, on the other, the focus on reducing the cost of funds in mature markets with interest rates at historic lows explain why the spread between the balances of credits and of deposits has stopped falling and
even increased moderately during the year.
|
|
Maintaining adequate and stable levels of medium and long term wholesale funding at the Group level. This funding represented 21% of the balance of liquidity at the end of 2014, similar to that of the last two
years (21% average in 2010-2013), but well below the 28% at the end of 2008, when wholesale liquidity, more abundant and of lower cost, had still not suffered the tensions of the crisis. |
Following the tightening of conditions in wholesale markets, the Groups decentralised model of subsidiaries, with its own programmes of
issues and ratings, helped to maintain Santanders strong participation in developed wholesale markets even in periods of maximum requirements such as 2011-2012.
Of note in this period was the United Kingdoms issuance capacity, the re-launch of the activity of large Latin American countries and
the incorporation of new units to the pool of the Groups important issues, both in the United States (issues from its holding and securitisations of the specialised consumer unit) as well as in Europe. In this continent, Santander Consumer
Finance extended its activity of issues and securitisations to new markets such as the Nordic countries, converting its units into pioneers of auto finance securitisation and laying the foundations to advance in their self-funding.
In general, this wholesale activity has been modulated in each unit on the basis of the requirements of regulation, the generation of
internal funds of business and decisions to ensure sufficient liquidity reserves, A good example is Spain where, despite the strong generation of liquidity from the aforementioned business and the capacity of recourse to the European Central Bank,
the Group has implemented a conservative issuance policy. Over the last four years, with two years of maximum tension and two of softening, Santander has issued close to EUR 50,000 million of medium and long term debt, backed by the strength of
the brand and Santanders credit quality.
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* |
Including issues, securitisations and structured financing.
|
|
|
Ensure a sufficient volume of assets that can be discounted in central banks as part of the liquidity reserve (as defined on page 256 of this section) to cater for stress situations in wholesale markets.
|
The Group has significantly increased its total discounting capacity in the last few years from EUR 85,000 million at
the end of 2008 to close to EUR 170,000 million. This volume at the end of 2014 almost doubled the commercial gap (i.e. the difference between net loans and deposits), following the reduction in the gap due to the aforementioned business dynamics.
The growth in the volume that can be discounted is due to a strategy coordinated at the Group level during the crisis and conducted by
subsidiaries to generate assets that can be discounted and which offset the reduction in the value of guarantees, as a result of the downgrading of ratings, particularly of sovereign debt and related assets. A large part of this total discounting
capacity is concentrated in units in the euro zone following the extraordinary measures implemented by the European Central Bank (ECB) in 2011 and 2012 (basically, increased collateral and three-year liquidity auctions) to ensure the areas
liquidity buffer.
During 2012, and faced with the tensions in the euro markets, Santander pursued a prudent strategy of depositing in
the central banks of the Eurosystem most of the funds raised in the three-year auctions, as an immediate liquidity reserve, while maintaining a very limited global net borrowing position. The reduction in tensions enabled the Group in 2013 to return
to the ECB all the funds borrowed from Spain in the three-year auctions. Net recourse at the end of the year was at a five-year low, mainly concentrated in Portugal.
In the fourth quarter of 2014, and within the ECBs strategy of promoting credit and
contributing to a sustained recovery in the euro zone, the Groups units in the area (parent bank, Portugal and SCF) took part in the auctions of TLTROs, taking the maximum volume of funds available (EUR 8,200 million, overall). These
funds and those to be obtained in successive quarterly auctions during 2015 and 2016 will facilitate the financing of household consumption and lending to business activities.
All these development of businesses and markets, made on the foundations of a solid liquidity management model, enabled Santander to enjoy today a very robust
funding structure. The basic features of this structure are:
|
|
High relative share of customer deposits in an essentially retail banking balance sheet. |
Customer deposits are the main source of the Groups funding. They represent around two-thirds of the Groups net funding (i.e. of
the balance of liquidity) and 88% of net loans at the end of 2014.
They are also very stable funds given their origin of mainly business
with retail customers (84% of the Groups deposits come from retail and private banks and the remaining 16% from large corporate and institutional clients).
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* |
Balance sheet for the purposes of liquidity management: total balance sheet net of trading derivatives and interbank balances. |
|
|
Diversified wholesale funding focused on the medium and long term and with a very small relative share of short term. |
Medium and long term wholesale funding accounts for 21% of the Groups net funding and comfortably covers the rest of lending not
financed by customer deposits (commercial gap).
This funding is well balanced by instruments (approximately 1/3 senior debt, 1/3
securitisations and structured with guarantees, 1/4 covered bonds and the rest preferred shares and subordinated debt) and also by markets so that those with
the highest weight in issues are those where investor activity is the stronger.
The charts showing
the geographic distribution of customer loans and of medium and long term funding are set out below so that their similarity can be appreciated.
The bulk of medium and long term wholesale funding consists of debt issues. Their outstanding balance at the end of 2014
was EUR 140,000 million nominal, with an adequate profile of maturities (average maturity of 3.5 years).
Its recent evolution reflects, on the one
hand, the impact of the euros depreciation against the main currencies and, on the other, the greater recourse to markets in 2014 with the capturing of funds higher than the years maturities and amortisations. The distribution by
instruments, the evolution over the last three years and their maturity profile was as follows.
Medium and long term debt issues, Grupo
Santander
Million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Evolution of outstanding balances in nominal value |
|
|
|
December 2014 |
|
|
December 2013 |
|
|
December 2012 |
|
Preferred shares |
|
|
7,340 |
|
|
|
4,376 |
|
|
|
4,765 |
|
Subordinated debt |
|
|
8,360 |
|
|
|
10,030 |
|
|
|
11,004 |
|
Senior debt |
|
|
68,457 |
|
|
|
60,195 |
|
|
|
69,916 |
|
Covered bonds |
|
|
56,189 |
|
|
|
58,188 |
|
|
|
67,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total* |
|
|
140,346 |
|
|
|
132,789 |
|
|
|
153,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution by maturity. December 2014* |
|
|
|
0-1 month |
|
|
1-3 months |
|
|
3-6 months |
|
|
6-9 months |
|
|
9-12 months |
|
|
12-24 months |
|
|
2-5 years |
|
|
Over 5 years |
|
|
Total |
|
Preferred shares |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
7,340 |
|
|
|
7,340 |
|
Subordinated debt |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
152 |
|
|
|
1,682 |
|
|
|
3,352 |
|
|
|
3,173 |
|
|
|
8,360 |
|
Senior debt |
|
|
1,470 |
|
|
|
4,066 |
|
|
|
7,092 |
|
|
|
2,931 |
|
|
|
6,313 |
|
|
|
16,808 |
|
|
|
21,386 |
|
|
|
8,392 |
|
|
|
68,457 |
|
Covered bonds |
|
|
2,842 |
|
|
|
5,549 |
|
|
|
2,250 |
|
|
|
894 |
|
|
|
2,389 |
|
|
|
9,303 |
|
|
|
15,478 |
|
|
|
17,484 |
|
|
|
56,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total* |
|
|
4,312 |
|
|
|
9,615 |
|
|
|
9,342 |
|
|
|
3,825 |
|
|
|
8,854 |
|
|
|
27,793 |
|
|
|
40,216 |
|
|
|
36,388 |
|
|
|
140,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
In the case of issues with put option in favour of the holder, the maturity of the put option will be considered instead of the contractual maturity. |
Note: the entire senior debt issued by the Groups subsidiaries does not have additional guarantees.
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As well as debt issues, the medium and long term wholesale funding is completed by lines from
the Federal Home Loan Banks in the US (around EUR 8,000 million) and by funds obtained from securitisation activities. The latter includes securitisation bonds placed in the market, collateralised financing and other special ones for a total amount
of close to EUR 55,000 million and an average maturity of more than two years.
The wholesale funding of short-term issuance
programmes is a marginal part of the structure as it accounts for less than 2% of net funding, which is related to treasury activities and is well covered by liquid financial assets.
The outstanding balance at the end of 2014 was EUR 21,400 million, mainly captured by the UK unit and the parent bank through existing
issuance programmes: various programmes of CDs and commercial paper of the UK (49%); European commercial paper and US commercial paper and domestic programmes of the parent bank (22%), and from other units (29%).
In short, Santander enjoys a very solid and robust financing structure based on an essentially retail banking balance sheet that enables the Grupo Santander
to cover comfortably its structural liquidity needs (loans and fixed assets) with permanent structural funds (deposits, medium and long term funding and equity), which generates a large surplus of structural liquidity.
8.3.2. Evolution of liquidity in 2014
The key aspects of
liquidity in 2014 were:
|
|
Comfortable liquidity ratios, backed by a balanced commercial activity at constant perimeter and a greater capturing of medium and long term wholesale funds (+44% more than 2013), which absorb credit growth.
|
|
|
Compliance ahead of schedule with regulatory ratios: at the end of 2014, LCR levels of more than 100%, both at the level of the Group and its subsidiaries, compared to a minimum requirement of 60% as of October
2015. |
|
|
High liquidity reserve, stronger than 2013 in quantity (EUR 227,000 million) and quality (45% of the total are high quality liquid assets). |
|
|
Reduced weight of encumbered assets in structural medium and long term funding operations, around 13% of the Groups extended balance sheet (European Banking Authority criteria, EBA) at the end of 2014.
|
From the funding standpoint, 2014 saw a further improvement in markets compared to previous years. The advances mainly occurred in the
first half of the year when, in an environment of recovery, particularly in mature economies, the global perception of risk decreased notably, stock market indices rose and the risk premiums of public and private debt fell substantially. This
produced an even more fluid access to markets, both for banks as well as large companies, and a lower competitive pressure for retail deposits.
This performance, mainly due to central banks very accommodating monetary policies with ample liquidity
and interest rates at historic lows (even negative in the euro zone for the European Central Banks deposit facility), led to the consequent search for profitability. Another important determinant was the progress made in European banking union
and the idea that the most extreme risks were over.
In the second half of the year, there was a correction and a greater differentiation of risk
according to the nature of assets and each economys prospects, all conditioned by the downgrading of global growth forecasts, the end of the asset buying programme in the United States and the sharp fall in commodity prices (particularly,
oil). The markets continued to offer high maturities and good spreads to the best risks.
In this context Santander maintained its comfortable
liquidity position in 2014, reflected in four basic aspects:
i. Basic liquidity ratios at comfortable levels
The table shows the evolution in the last few years of the basic metrics for monitoring liquidity at the Group level:
Grupo Santander monitoring metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
Net loans/net assets* |
|
|
79 |
% |
|
|
75 |
% |
|
|
74 |
% |
|
|
74 |
% |
Net loan-to-deposit ratio (LTD ratio) |
|
|
150 |
% |
|
|
113 |
% |
|
|
112 |
% |
|
|
113 |
% |
Customer deposits and medium and long term funding/net loans |
|
|
104 |
% |
|
|
117 |
% |
|
|
118 |
% |
|
|
116 |
% |
Short term wholesale funding/net liabilities* |
|
|
7 |
% |
|
|
2 |
% |
|
|
2 |
% |
|
|
2 |
% |
Structural liquidity surplus (% /net liabilities*) |
|
|
4 |
% |
|
|
16 |
% |
|
|
16 |
% |
|
|
15 |
% |
* |
Balance sheet for liquidity management purposes. |
Note: in 2012 and 2013 customer deposits include retail
commercial paper in Spain (excluding short term wholesale funding). The 2012 and 2013 ratios include SCUSA by global integration, the same as in 2014.
At
the end of 2014, and compared to 2013, Grupo Santander registered:
|
|
A stable ratio of net loans/net assets (total assets less trading derivatives and interbank balances) at 74%, as a result of the improvement in credit, following the end of deleveraging in mature markets and the
increased perimeter. Its high level in comparison with European competitors reflects the retail nature of Grupo Santanders balance sheet. |
|
|
Slight rise in the net loan-to-deposit ratio (LTD ratio) to 113% (112% in 2013), which remains at very comfortable levels (below 120%). This evolution shows the recovery of credit in mature markets, both organic as well
as inorganic (incorporation of consumer businesses in Europe) and the greater focus on optimising the cost of retail deposits in countries with low interest rates.
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Slight decline in the ratio of customer deposits and medium- and long-term financing/lending, and for similar reasons to the LTD case, given that the rise in the Groups capturing of wholesale funds was also lower
than that in lending. The ratio was 116% (118% in 2013), well above the average of the last few years (2008-13: 112%). |
|
|
The reduced recourse in the Group to short term wholesale funding was maintained. The ratio was around 2%, in line with previous years. |
|
|
Lastly, the Groups structural surplus (i.e., the excess of structural funding resourcesdeposits, medium- and long-term funding and capitalover structural liquidity needsfixed assets and loans)
continued to rise in 2014 to an average balance of EUR 158,000 million, 8% more than in 2013. |
This structural
surplus at the end of 2014 stood at EUR 153,000 million on a consolidated basis and consists of fixed-income assets (EUR 151,000 million), equities (EUR 14,000 million) and net interbank deposits (EUR 9,000 million) in other credit institutions
and central banks, partly offset by short-term wholesale funding (EUR 21,000 million). In relative terms, the total volume represented 15.4% of the Groups net liabilities, a similar level to that at the end of 2013.
In short, Grupo Santander had a comfortable liquidity position at the end of 2014, as a result of the evolution in the subsidiaries. Only one of the units,
SCF, increased its LTD considerably over 2013, due to integration of businesses. However, its greater effort in issues and securitisations enabled the ratio of customer deposits and medium- and long-term financing/net lending to remain stable.
The rest of units remained stable or improved their liquidity positions. Of note among those that improved the most was Portugal which, together with a
deleveraging process in its final phases, took advantage of the flight to quality to capture retail deposits and access markets ahead of its competitors.
The table below sets out the most frequently used liquidity ratios for Santanders main units at the end of 2014:
Liquidity ratios for the main units
%. December 2014
|
|
|
|
|
|
|
|
|
|
|
Net loan-to- |
|
|
Deposits+M & LT |
|
|
|
deposit ratio |
|
|
funding/net loans |
|
Spain |
|
|
88 |
% |
|
|
155 |
% |
Portugal |
|
|
97 |
% |
|
|
115 |
% |
Santander Consumer Finance |
|
|
196 |
% |
|
|
73 |
% |
Poland |
|
|
84 |
% |
|
|
122 |
% |
UK |
|
|
124 |
% |
|
|
107 |
% |
Brazil |
|
|
109 |
% |
|
|
121 |
% |
Mexico |
|
|
90 |
% |
|
|
117 |
% |
Chile |
|
|
131 |
% |
|
|
99 |
% |
Argentina |
|
|
81 |
% |
|
|
125 |
% |
US |
|
|
144 |
% |
|
|
106 |
% |
|
|
|
|
|
|
|
|
|
Total Group |
|
|
113 |
% |
|
|
116 |
% |
|
|
|
|
|
|
|
|
|
Note: in Spain, including retail commercial paper in deposits.
Generally speaking, there were two drivers in 2014 behind the evolution of the Groups liquidity and that of its subsidiaries:
1. Arise in the commercial gap, after several years of declines, due to the perimeter and reduced deleveraging in mature markets.
2. More intense issuance activity, particularly by the European units, in a more favourable situation of wholesale markets.
As regards the first driver, the Group increased its gap between net credits and deposits by EUR 13,500 million. The greater differential was largely
due to three large units: UK, US and Santander Consumer Finance.
The first two, liquidity generators in the years before the deleveraging of their
economies, registered growth in lending in 2014 in environments of strong recovery. SCF also reflects the consumer recovery in Europe, although it is still weak, and, above all, the incorporations to its business perimeter in Spain and in Nordic
countries.
The rest of mature European units, such as Spain and Portugal, still show the impact of deleveraging on lending although at a much slower pace
(in Spain it is even increasing if repos are excluded).
Meanwhile, growth in deposits in mature markets continued although at a slower pace, as a result
of a greater focus on reducing the cost of deposits, as the main driver for recovering net interest income in environments of interest rates at minimums. This management led to rises in demand deposits and shifts of expensive deposits to mutual
funds, strategies favoured by the improvement in markets and reduced competition for retail savings in an environment of high wholesale liquidity.
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In Latin American units, the balanced growth of loans and deposits hides slight differences by countries: rises
in the commercial gap in Mexico and Chile, well covered by the good starting position and the growing access to markets, compared to liquidity generation in Brazil and Argentina, in lower growth environments.
The second driver is the greater recourse to medium and long term funding. Following the decline in 2013 due to the surplus liquidity generated by
commercial businesses, in 2014 the Groups subsidiaries, particularly the European ones, took advantage of the easing of markets and central banks liquidity injections to increase this volume. The Group captured EUR 52,000 million in
medium and long-term wholesale markets, 44% more than in 2013.
Medium and long-term fixed-income issues (senior debt, covered bonds, subordinated debt
and preferred shares) were the ones that increased the most (+70% to more than EUR 38,000 million), with a greater weight of senior debt than covered bonds (two-thirds of the total). Spain was the largest issuer, followed by UK and Santander
Consumer Finances units (the three accounted for 79% of that issued).
The remaining EUR 13,400 million of medium and long-term funding
corresponded to activities related to securitisations and funding with guarantees, and remained stable. The specialised consumer credit units in US and Europe represented 90% of the total.
All units operating in mature markets increased their wholesale fund capturing in line with the aforementioned trends. Latin American countries, on the other
hand, reduced their capturing in an environment of markets very influenced by the end of the Federal Reserves asset purchase programme.
United
Kingdom and Spain registered the strongest growth. In the first case, due to the return to lending growth and the improvement in the regulatory ratios which more than doubled the long-term senior debt issues (average life of 5 years). In the case of
the parent bank, due to three Additional Tier 1 issues to reinforce and optimise the Groups capital ratios, and the issue of very long term covered bonds (10 and 20 years), the first made at these maturities since the onset of the crisis in a
favourable market environment.
In United States, SCUSA continued to increase its securitisation activity and its recourse to warehouse lines to fund the
strong growth in new lending and portfolio. Santander Consumer Finance notched up a new record, capturing more than EUR 7,600 million (+24%), with a greater weight of senior debt than securitisations and funding with guarantees. These funds
represented 30% of the years total capturing.
These four units accounted for 85% of the medium and long-term finding obtained in 2014. The chart
below sets out in greater detail their distribution by instruments and geographic areas:
In short, Grupo Santander maintained comfortable access to the various markets in which it operates, strengthened by the
incorporation of new issuance units. It made issues and securitisations in 2014 in 13 currencies, in which 18 issuers from 15 countries participated and with an average maturity of around 3.8 years, slightly higher than in 2013.
ii. Compliance ahead of schedule with regulatory coefficients
Under its liquidity management model, Grupo Santander has been managing in the last few years the launch, monitoring and compliance ahead of schedule of the
new liquidity requirements established by international financial regulations.
Liquidity coverage ratio (LCR)
In 2014, and after approval by the Basel Committee of the final definition of the liquidity coverage ratio (LCR), the delegated act of the European Commission
was adopted which, in the CRDIV sphere, defined the criteria for calculating and implementing this metric in the European Union. In a new development, implementation was delayed until October 2015, although the initial compliance level of 60% was
maintained. This percentage will be gradually increased to 100% in 2018.
The good starting position of short-term liquidity combined with autonomous
management of the ratio in all the big units enabled compliance levels of more than 100% to be maintained throughout the year, at both the consolidated as well as individual levels in all of them.
Net stable funding ratio (NSFR)
The final definition of the net
stable funding ratio was approved by the Basel Committee in October 2014, and is pending transposition to local regulations. This ratio will come into force as of January 1, 2018.
As regards the ratio, Santander benefits from a high weight of customer deposits, which are more stable, permanent liquidity needs derived from the commercial
activity funded by medium and long-term instruments and limited recourse to short-term funds. All of this enables it to maintain a balanced liquidity structure, which is reflected in NSFR ratio levels that, at Group level as well as for most of the
subsidiaries, were above 100% at the end of 2014.
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In short, management and the liquidity level enable the Group and the main subsidiaries to meet ahead of
schedule both regulatory metrics by the.
iii. Strengthened position with a high liquidity reserve
This is the third main aspect reflecting the Groups comfortable liquidity position during 2014.
The liquidity reserve is the total of the highly liquid assets of the Group and its subsidiaries. It serves as a last resort recourse at times of maximum
stress in markets, when it is impossible to obtain funding with adequate maturities and prices.
As a result, this reserve includes deposits in central
banks and cash, unencumbered sovereign debt, the discounting capacity in central banks, as well as those assets eligible as collateral and undrawn credit lines in official institutions (Federal Home Loans Banks in US). All of this reinforces the
solid liquidity position that Santanders business model (diversified, retail banking focus, autonomous subsidiaries) confers on the Group and its subsidiaries.
At the end of 2014, Grupo Santanders liquidity reserve amounted to EUR 230,000 million, 15% higher than in 2013 and 4% above the years
average. This volume represents 26% of the total Groups external funding in net terms and more than 100% of the total wholesale funds captured (short, medium and long term). The structure of this volume by type of asset according to the
effective value (net of haircuts) was as follows:
Liquidity reserve at 31/12/2014
Effective value (net of haircuts) in million euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
31/12/2014 |
|
|
2014 |
|
|
31/12/2013 |
|
Cash and holdings at central banks |
|
|
47,654 |
|
|
|
46,584 |
|
|
|
45,091 |
|
Unencumbered sovereign debt |
|
|
52,884 |
|
|
|
50,056 |
|
|
|
36,382 |
|
Undrawn credit lines granted by central banks |
|
|
115,105 |
|
|
|
111,215 |
|
|
|
107,520 |
|
Assets eligible as collateral and undrawn credit lines |
|
|
14,314 |
|
|
|
13,060 |
|
|
|
10,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity reserve |
|
|
229,957 |
|
|
|
220,915 |
|
|
|
199,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: the reserve excludes other assets of high liquidity such as listed fixed income and equity portfolios.
This increase was accompanied by a qualitative rise in the Groups liquidity reserve, derived from the differentiated evolution by its assets. The first
two categories (cash and deposits in central banks+ unencumbered sovereign debt), the most liquid (or high quality liquidity assets in Basels terminology, as first line of liquidity) increased more than the average. They rose by EUR
19,000 million, lifting their share of total reserves at the end of the year to 44% (41% in 2013).
Also noteworthy was the increased discounting capacity in central banks during 2014, in line with the strategy
developed by the Group and its subsidiaries in the last few years. After reaching its maximum in September, it declined in the fourth quarter as a result of the use of TLTROs by the euro zone units (parent bank, Portugal, SCF), a trend which will
continue in 2015.
All the main subsidiaries and management units increased their liquidity reserve volumes in absolute and relative terms, ensuring
adequate reserve levels. Of note were the rises in volumes by SCF, Portugal and Poland, with the first two ending the year at levels that almost doubled the averages of 2013.
As regards its potential application, the main units covered with their liquidity reserve at least 75% of the wholesale funding captured at the end of 2014,
with four units well over 100% (UK, Mexico, Poland and Portugal). Only two, SCF and Chile, had lower coverage levels although comfortable (34% and 62%, respectively), which continued to increase during the year.
Within the autonomy conferred by the funding model, each subsidiary maintains a composition of assets of its liquidity reserve adequate for its business and
market conditions (for example, capacity to mobilise their assets, recourse to additional discounting lines such as in the US). Most of the assets are denominated in the currency of the country, and so there are no restrictions on their use.
iv. Asset encumbrance
Lastly, it is worth pointing out
Grupo Santanders moderate use of assets as a guarantee in the balance sheets structural funding sources.
In line with the guidelines
established by the European Banking Authority (EBA) in 2014, the concept of asset encumbrance includes both assets on the balance sheet contributed as guarantee in operations to obtain liquidity as well as those off-balance sheet ones received and
re-used with a similar purpose, as well as other assets associated with liabilities for different funding reasons.
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The table below sets out Grupo Santanders
information as required by the EBA at the end of:
Grupo Santander
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billion euros |
|
Carrying amount of encumbered assets |
|
|
Fair value of encumbered assets |
|
|
Carrying amount of unencumbered assets |
|
|
Fair value of unencumbered assets |
|
Assets of the reporting institution |
|
|
296.0 |
|
|
|
|
|
|
|
970.3 |
|
|
|
|
|
Loans and loans on demand |
|
|
186.3 |
|
|
|
|
|
|
|
692.1 |
|
|
|
|
|
Equity instruments |
|
|
7.4 |
|
|
|
7.4 |
|
|
|
11.4 |
|
|
|
11.4 |
|
Debt securities |
|
|
84.2 |
|
|
|
84.2 |
|
|
|
92.2 |
|
|
|
92.2 |
|
Other assets |
|
|
18.1 |
|
|
|
|
|
|
|
174.7 |
|
|
|
|
|
Grupo Santander
Collateral
received
|
|
|
|
|
|
|
|
|
Billion euros |
|
Fair value of encumbered collateral received or own debt securities issued |
|
|
Fair value of collateral received or own debt securities issued available for encumbrance |
|
Collateral received by the reporting institution |
|
|
57.5 |
|
|
|
37.4 |
|
Loans and loans on demand |
|
|
1.6 |
|
|
|
0.3 |
|
Equity instruments |
|
|
1.8 |
|
|
|
0.6 |
|
Debt securities |
|
|
54.2 |
|
|
|
31.4 |
|
Other collateral received |
|
|
0.0 |
|
|
|
5.3 |
|
Own debt securities issued other than own covered bonds or ABSs |
|
|
0.0 |
|
|
|
0.0 |
|
Grupo Santander
Encumbered
assets and collateral received and associated liabilities
|
|
|
|
|
|
|
|
|
Billion euros |
|
Matching liabilities, contingent liabilities or securities lent |
|
|
Assets, collateral received and own debt securities issued other than covered bonds and ABSs
encumbered |
|
Total sources of encoumbrance |
|
|
291.7 |
|
|
|
353.5 |
|
On balance sheet asset encumbrance amounted to EUR 296.0 billion, close to two-thirds of which are loans
(mortgages, corporate). Off-balance sheet asset encumbrance was EUR 57.5 billion and mainly relates to debt securities received in guarantees in operations to acquire assets and which were re-used. The total for the two categories was EUR 353.5
billion, which gave rise to a volume of associated liabilities of EUR 291.7 billion.
At the end of 2014, total asset encumbrance in financing operations
represented 26% of the Groups extended balance sheet under EBA criteria (total assets plus guarantees received: EUR 1,361 billion).
It is necessary to distinguish within them the different nature of the sources of encumbrance as well as their
role in funding the Group:
|
|
50% of the total of asset encumbrance corresponds to guarantees contributed in medium and long-term funding operations (with an average maturity of more than two years) to finance the balance sheets commercial
activity. This puts the level of asset encumbrance understood as structural at 13% of the extended balance sheet using EBA criteria. |
|
|
The other 50% corresponds to short-term market operations (with an average maturity of less than three months) or guarantees contributed in operations with derivatives and whose purpose is not to finance the ordinary
activity of businesses but efficient management of short-term liquidity. |
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Lastly, and in relation to 2013, it should be noted that total asset encumbrance increased significantly due to
methodological and perimeter changes. Specifically, the widening of the definition of encumbrance applied by the EBA and the consolidation by global integration of Santander Consumer USA (unit specialised in consumer finance and almost entirely
funded by securitisations and guaranteed credit lines) explain more than three-quarters of the change. To this must be added the greater recourse to the European Central Banks conditioned long-term funding (TLTROs).
Of note is that the volume of asset encumbrance in medium and long term funding operations (structural) remained stable on a like-for-like basis.
8.4. Funding outlook for 2015
Grupo Santander began 2015
with a comfortable liquidity position in an environment of more favourable markets due to recovery expectations and stability, although not free of risks, and due to the large liquidity injections started by the European Central Bank, via auctions
and public debt purchases, which will last until the middle of 2016.
With maturities which can be assumed in the coming quarters, due to the reduced
weight of short term and a dynamic of medium and long term issues similar to that of a year ago, the Group will manage these needs in each country together with the specific ones of each business, including the envisaged incorporation of new
portfolios and businesses, particularly consumer business in Europe.
The envisaged scenario of stronger growth with low interest rates will generate
liquidity needs in many units in both mature and emerging countries, in some cases from the recovery in lending and in others from profit-making of liability positions.
In order to cover these greater commercial needs, the units ended 2014 with surplus positions in most cases. They also have ample access to wholesale markets,
which are currently offering higher maturities and lower spreads than in previous years, particularly in Europe due to the European Central Banks quantitative easing. All of this will enable the Groups subsidiaries to maintain
appropriate liquidity structures for their balance sheets.
Spain fits this description. With a surplus of deposits over loans, a moderate recovery in
lending is envisaged after a long period of deleveraging, while continuing to focus on optimising the cost of the funds. This could require the use of part of the existing surplus of the ECBs long-term conditioned liquidity (TLTROs) and, if
the market conditions in maturities and interest rates remain favourable, greater recourse to wholesale funding.
A similar description can be applied to
the unit in Portugal, although with some mismatch regarding the evolution in Spain derived from the less intensive economic recovery and the high existing needs of deleveraging.
Of note in the rest of European units will be the increasing activity Santander Consumer Finances issues
and securitisations, backed by the strength of its business and the quality of its assets. In 2015, as already commented on, the consolidation of new portfolios will require a greater dependence of the rest of the Group on short term funds. On the
other hand, Poland, without maturities of wholesale issues in the market and with a surplus of deposits over loans, will concentrate on maintaining this comfortable situation while improving the profitability of its deposits.
In the UK, the good performance of commercial activity and the capturing of clients will strengthen the deposit base as the basic source of credit growth. The
favourable situation of wholesale markets will make it possible to optimise the units wide borrowing positions in the medium and long term. The United States, also with balanced growth in loans and deposits, will focus its activity on
diversifying its wholesale funding sources, both in Santander Bank as well as SCUSA, which will contribute to reducing its degree of leveraging with respect to the funds guaranteed.
In Latin America, as in 2013, the emphasis will remain on deposits for funding business activities while strengthening issuance in wholesale markets opened to
the Groups big units.
In addition, and at Group level, Santander maintains its long-term plan to issue funds eligible as capital. Begun in 2014 in
order to strengthen regulatory ratios efficiently as well as increase its total capacity to absorb losses, this issuance plan could mean new requirements for the market in 2015 if adequate conditions concur.
Under this general framework, the Groups various units took advantage of the good conditions in the markets at the beginning of 2015 to make issues and
securitisations at very tight spreads, capturing more than EUR 4,000 million in January. To this is added the liquidity from the Groups capital increase in the same month, lifting total liquidity captured in the market to more than EUR
11,500 million.
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RISK MANAGEMENT REPORT OPERATIONAL
RISK |
9. Operational Risk
9.1. Definition and objectives
Grupo Santander defines operational risk (OR) as the risk of losses from defects or failures in its internal processes, employees or systems, or those arising
from unforeseen circumstances.
Operational risk is inherent to all products, activities, processes and systems and is generated in all business and
support areas. For this reason, all employees are responsible for managing and controlling the operational risks generated in their sphere of action.
The
Groups objective in control and management of operational risk is to identify, measure/valuate, control/mitigate, monitor and communicate this risk.
The Groups priority is to identify and eliminate risk focuses, regardless of whether they produce losses or not. Measurement also helps to establish
priorities in management of operational risk.
Grupo Santander has been using the standard method envisaged in BIS II rules for calculating regulatory
capital by operational risk. During 2014, however, the Group started a project to evolve toward a focus of advanced models (AMAs), for which it already has met most of the regulatory requirements. It is important to note that the priority in
operational risk management continues to centre on its mitigation.
The report on Prudential Significance/Pillar III in section 5 includes information on
calculating the equity requirements by operational risk.
9.2. Management model and control of operational risk
9.2.1. Management cycle of operational risk
The Groups
operational risk management incorporates the following elements:
The various phases of the operational risk management and control model are:
|
|
Identify the operational risk inherent in all the Groups activities, products, processes and systems. |
|
|
Define the target profile of operational risk, specifying the strategies by unit and time frame, the OR appetite and tolerance and monitoring. |
|
|
Promote the involvement of all employees in the operational risk culture, through adequate training at all spheres and levels. |
|
|
Measure and assess the operational risk objectively, continuously and coherent with the regulatory standards (Basel, Bank of Spain) and the sector. |
|
|
Continuously monitor the exposure of operational risk, implement control procedures, improve internal knowledge and mitigate losses.
|
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RISK |
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|
Establish mitigation measures that eliminate or minimise operational risk. |
|
|
Produce regular reports on the exposure to operational risk and the level of control for senior management and the Groups areas/units, as well as inform the market and regulatory bodies. |
|
|
Define and implement the methodology needed to calculate the capital in terms of expected and unexpected loss. |
For each of the aforementioned processes, the following are needed:
|
|
Define and implement systems that enable operational risk exposure, integrated into the Groups daily management, to be monitored and controlled, taking advantage of the existing technology and achieving the
maximum computerisation of applications. |
|
|
Define and document the policies for managing and controlling operational risk, and install management tools for this risk in accordance with the rules and best practices. |
Grupo Santanders operational risk management model contributes the following advantages:
|
|
Promotes development of an operational risk culture. |
|
|
Allows comprehensive and effective management of operational risk (identification, measurement/assessment, control/ mitigation and information). |
|
|
Improves knowledge of existing and potential operational risks and assigns responsibility for them to the business and support lines. |
|
|
Operational risk information helps to improve the processes and controls, reduce losses and the volatility of revenues. |
|
|
Facilitates the establishment of operational risk appetite limits. |
9.2.2. Model of identification,
measurement and risk assessment
A series of quantitative and qualitative corporate techniques/ tools has been defined to measure and assess technological
and operational risk, which are combined to make a diagnosis (on the basis of the risks identified) and obtain an assessment (through measurement/evaluation) of the area/unit.
The quantitative analysis of this risk is carried out mainly with tools that register and quantify the level of losses associated with operational risk
events.
|
|
An internal database of events, whose objective is to capture all the Groups losses from operational risk. The capturing of events related to operational risk is not restricted by setting thresholds (i.e. there
are no exclusions for reasons of amount) and there are both events with accounting impact (including positive effects) as well as non-accounting ones.
|
There are accounting conciliation processes to guarantee the quality of the information
gathered in the databases. The main events of the Group and of each operational risk unit are particularly documented and reviewed.
|
|
An external database of events, as the Grupo Santander participates in international consortiums, such as the Operational Risk Exchange (ORX). The use of external data bases was strengthened in 2014, which provide
quantitative and qualitative information, enabling a more detailed and structured analysis of the events produced in the sector. |
|
|
Analysis of OR scenarios. An expert opinion is obtained from the business lines and from the risk and control managers whose purpose is to identify potential events with a very low probability of occurring, but which
could mean a very high loss for an institution. Their possible effect is assessed and extra controls and mitigating measures identified that reduce the eventuality of a high economic impact. |
Meanwhile and as a relevant part of the process of the evolution toward advanced models (AMA), a corporate methodology of scenarios was
developed during 2014, which was implemented in Spain and Brazil. The UK is already developing operational risk scenarios. The Group also continued to participate in the exercise led by the ORX consortium.
|
|
Capital calculation by the standard method (see the corresponding section in the report on Prudential Relevance Report/Pillar III). |
The tools defined for qualitative analysis seek to assess aspects (coverage/exposure) linked to risk profile, enabling the existing environment of control to
be captured.
These tools are mainly:
|
|
Map of processes and risks and self-assessment questions. An adequate evaluation of the risks, on the basis of the expert criterion of the managers, enables a qualitative view of the Groups main focuses of risk to
be obtained, regardless of having materialised before. |
The Groups units continued to make progress in exercises of
risk self-evaluation. This tool bases its methodology on estimating inherent and residual loss and qualitative VaR according to the map of processes and risks. Specifically, the experts of the various business and support areas assess the risks
associated with the processes and activities, estimating the average frequency of occurrence in the materialisation of risks, as well as the average severity. The exercise also incorporates evaluating the greatest loss, assessing the environment of
control and linkage to reputational and regulatory risk. The information obtained is analysed locally and corporately and integrated within the strategy of reducing operational risk through measures to mitigate the main risks.
The corporate areas participated during 2014 in a pilot exercise, based on a methodology of workshops with the participation of risk managers
and OR co-ordinators, in order to improve the Banks active participation. The result, in terms of inherent and residual loss for the areas main risks, produced an improvement
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in the perception of risk of the first lines of defence at all levels (executive and management).
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Corporate system of operational risk indicators, in continuous evolution and in coordination with the internal control area. They are various types of statistics or parameters that provide information on an
institutions exposure to risk. These indicators are regularly reviewed in order to alert them to changes that could reveal problems with risk. |
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Auditing recommendations. Relevant information is provided on inherent risk due to internal and external factors which enables weaknesses in the controls to be identified. |
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Other specific instruments that enable a more detailed analysis of the technology risk such as, for example, control of critical incidents in systems and cyber-security events. |
9.2.3. Implementation of the model and initiatives
Almost all
the Groups units are incorporated to the model and with a high degree of uniformity. However, due to the different pace of implementation, phases, schedules and the historical depth of the respective databases, the degree of progress varies
from country to country.
As indicated in section 9.1., the Group started a transformation project toward an AMA focus. During 2014, the state of the
pillars of the OR model was analysed, both at the corporate level as well as in the relevant units, and a series of actions was planned in order to cover the management and regulatory expectations in the management and control of OR.
The main functions, activities and global initiatives adopted seek to ensure effective management of operational risk are:
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Define and implement the operational risk framework. |
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Designate OR coordinators and create operational risk departments in the local units. |
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Training and interchange of experiences: continuation of best practices within the Group. |
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Foster mitigation plans: ensure control of implementation of corrective measures as well as ongoing projects. |
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Define policies and structures to minimise the impact on the Group of big disasters. |
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Maintain adequate control of activities carried out by third parties in order to meet potential critical situations. |
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Supply adequate information on this type of risk. |
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Develop a methodology to calculate the capital based on VaR models with a confidence interval of 99.9%. |
The
corporate function enhances management of technological risk, strengthening the following aspects among others:
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Protection against and prevention of cyber attacks and in general aspects related to the security of information systems. |
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Foster contingency and business continuity plans. |
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Management of risk associated with the use of technologies (development and maintenance of applications, design, implementation and maintenance of technology platforms, output of computer processes, etc).
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Following the approval in 2013 of the corporate framework for agreements with third parties and control of suppliers, applied to all the
institutions where Grupo Santander has affective control, in 2014 work was begun on drawing up a model developing this framework and formulating the policies of homologation of suppliers, identifying the detail of the principles that will govern
relations of the Groups entities with suppliers, from the beginning to their termination, and paying particular attention to:
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The decision to outsource new activities and services. |
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The selection of the supplier. |
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Establishing the rights and obligations of each of the parties. |
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Control of service and regular review of agreements made with suppliers. |
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The ending of agreements established. |
The Group is in the process of implementing the model, analysing the
current processes of the institutions in matters of control of suppliers, standardising certain controls and verifying compliance with the aspects defined in the model.
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9.2.4. System of operational risk information
The Group has a corporate information system that supports the operational risk management tools and facilitates information and reporting functions and needs
at both the local and corporate levels.
This system has modules to register events, risks and assessment map, indicators, mitigation and reporting
systems, and is applied to all the Groups units.
The various areas that the platform covers are shown below:
As part of the establishment of advanced models, and taking into account the synergies that will be produced in
the control sphere, the Group is in the process of installing a governance, risk and compliance tool (GRC) that supports comprehensivelyly not only operational risk management and control, but also the internal control and compliance functions.
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9.3. Evolution of the main metrics
As regards the databases of events, and after consolidating the information received, the evolution of net losses by Basel risk category in the last three
years is set out in the chart below:
The evolution of losses by category shows a reduction in relative terms of external fraud and execution,
delivery and management of processes, thanks to the measures taken for their mitigation.
The category of practices with clients, products and business
which includes customer complaints on erroneous marketing, incomplete information and inexact products increased in relation to the rest of categories. However, despite the increase in the relative share of this category, the net
losses were lower than in 2013. Of note among the main elements was the increase in judicial cases in Brazil, as well as compensation for clients in the UK (payment protection insurance). In the latter case, the complaints presented to the Group
relate to a general problem in the UK banking sector, and the volume of complaints against the bank is considered proportionate to its market share. Although these events were sufficiently provisioned in 2011 by the Group, the settlements for these
clients was maintained in 2014, in accordance with the planning by the unit.
In addition and, as a result of a judicial ruling that means a change in the
interpretation of legislation, Santander Consumer Germany began to return to its clients management commissions linked to consumer credits. This event affected all the German banking sector.
40. |
In accordance with local practice, employee compensation in Brazil is managed as part of the personnel cost without detriment to its treatment according to the categorisation applicable in the Basel operational risk
framework, as a result of which it is not included. |
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The chart below sets out the evolution of the number of operational risk events by Basel category over the last
three years:
9.4. Mitigation measures
The Group has a stock of mitigation measures (500 active ones), established in response to the main risk sources, which have been identified by analysing the
tools used to manage operational risk, as well as the organisational and development model and by implementing preventative policies and procedures for managing and controlling technology and operational risk.
The percentage of measures on the basis of the source and management tool, which identified the risk necessary to mitigate, was as follows:
* |
The preventative policy concept includes measures from the corporate and local committees, the business continuation plan, training for employees and continuous improvement in the controls established.
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These measures are turned into action plans which are then distributed in the following spheres:
The main mitigation measures centred on improving the security of customers in their usual operations, as well as continued
improvements in processes and technology and in management for a sale of products and providing adequate services.
Regarding the reduction of fraud, the
main specific measures were:
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Updating the corporate anti-fraud reference model in order to incorporate specific protection measures to mitigate the new patterns of fraud, as well as strengthen the measures already implemented. |
41. |
In accordance with local practice, employee compensation in Brazil is managed as part of the personnel cost without detriment to its treatment according to the categorisation applicable in the Basel operational risk
framework, as a result of which it is not included. |
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Deploy protection measures in the new channels/applications, such as the robust authentication mechanism in mobile banking, so that operations via these devices have a level of security analogous to that of online
banking. |
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Fraud in the use of cards: |
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Continue to use chip cards (standard EMV), in line with the schedule established by the means of payment industry for each country, and issuing new cards based on encrypted algorithms that offer better protection
against the current cloning techniques. |
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Application of more robust protocols to validate cards when used for purchases in shops. |
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As regards online shopping, we continued to install 3DSecure and mechanisms that enable authentication of transactions to be adapted according to a specific risk analysis. |
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Improved security in ATMs, including anti-skimming devices). |
As regards measures relating to practices with
clients, products and business, Grupo Santander establishes corporate policies for the marketing of products and services, as described in 10.4 Compliance and reputation risk management model.
Of particular note is the Trabalhar Bem (Work Well) project being developed in Brazil in order to provide a better service to the Banks clients
and, with it, reduce the volume of incidents and complaints. This project incorporates various lines of action to improve marketing and customer protection practices: influence in the design decisions of products and services, analysis and solution
of the incident that is the root of clients complaints, development of a single management and monitoring framework, and improvement in the protection networks in the points of contact.
Anti-cyber risk measures
The upward trend in the number and
impact of incidents related to cyber security in 2014 was confirmed, affecting all types of companies and institutions including banks. This situation, which generates concern among entities and regulators, spurred preventative measures to be taken
in order to be prepared for such attacks.
The Group developed an internal cyber security reference model, inspired in international standards (among
others, the US NIST framework National Institute of Standards and Technology). Implementing the cyber security strategy in the Groups units resulted in various initiatives and lines of action, such as:
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Assessment of the situation of each unit with regard to the reference internal model in order to identify improvement possibilities and prioritise points of action on cyber risks. |
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Strengthen the technological solutions and services to detect and prevent cyber attacks and information leaks, as well as the registry, correlation and management of security events.
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Improve the security monitoring services (security operations centre) and widen the scope. |
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Participation in cyber exercises promoted by the National Institute of Cybersecurity to assess companies response to this type of incident. |
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Cooperation with international forums in order to identify the best practices and share information on threats. |
Measures also began to be taken to update the training programmes in this sphere for the Groups employees, which will lead to a new course in the
e-learning platform in 2015. This course will give precise steps, as well as examples of the main patterns of cyber attacks and electronic fraud currently occurring.
In addition, observation and study of the events in the sector and in other industries, from an analytical standpoint, enables us to update and adapt our
models to the emerging threats.
Lastly, we have prepared a global programme of insurance for cyber risk that covers the Groups units against such
events.
9.5. Business continuity plan
The Group has a
business continuity management system (BCMS), which ensures that the business processes of our institutions continue to operate in the event of a disaster or serious incident.
The basic objective is to:
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Minimise the possible damage from an interruption in normal business operations on people and financial and adverse business impacts for the Group. |
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Reduce the operational effects of a disaster, supplying a series of predefined and flexible guides and procedures to be used to re-launch and recover processes.
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Renew business operations and associated support functions that are time sensitive, in order to achieve business continuity, stable profits and planned growth. |
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Re-establish technology operations and support for business operations that are time sensitive, in the event of existing technologies not working. |
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Protect the public image of and confidence in Grupo Santander. |
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Meet the Groups obligations to its employees, customers, shareholders and other interested third parties. |
The Group continued to advance during 2014 in implementing and continuously improving its business continuity management system, placing particular emphasis
on strengthening controls for monitoring the continuity plans of suppliers who provide services regarded as essential for the Bank.
9.6. Other aspects of
control and monitoring of operational risk
Analysis and monitoring of controls in market operations
Due to the specific nature and complexity of financial markets, the Group considers it necessary to strengthen continuously operational control procedures of
this activity. In 2014, it continued to improve the control model of this business, attaching particular importance to the following points:
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Analyse the individual operations of each Treasury operator in order to detect possible anomalous behaviour. |
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Implementation of a new tool that enables compliance with the new requirements in recording and control of listening in to operations. |
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Strengthen controls on cancelling and modifying operations. |
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Strengthen controls on the contributions of prices to market indexes. |
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Develop extra controls to detect and prevent irregular operations. |
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Develop extra controls on access to systems registering front office operations (for example, with the purpose of detecting shared users). |
The business is also undergoing a global transformation that involves modernising the technology platforms and operational processes which incorporate a
robust control model, enabling the operational risk associated with business to be reduced.
Corporate information
The function of operational risk control has an operational risk management information system that provides data on the Groups main elements of risk.
The information available for each country/unit is the operational risk sphere is consolidated in such a way as to obtain a global vision with the following features:
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Two levels of information: corporate with consolidated information and the other individualized for each country/unit. |
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Dissemination of the best practices between Grupo Santanders countries/units, obtained through a combined study of the results of qualitative and quantitative analysis of operational risk. |
Information on the following aspects is drawn up:
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Grupo Santanders operational risk management model and in the Groups main units and countries. |
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Perimeter of operational risk management. |
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Monitoring of appetite metrics. |
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Analysis of the internal database of incidents and relevant external incidents. |
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Analysis of the main risks, detected via various sources of information, such as self-evaluation exercises of operational and technology risks. |
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Assessment and analysis of risk indicators. |
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Mitigating/active management measures |
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Business continuity and contingency plans. |
This information is the basis for complying with the reporting
needs to the executive risk committee, senior management, regulators, rating agencies, etc.
Insurance in the management of operational risk
Grupo Santander regards insurance as a key element in management of operational risk. Common guidelines of co-ordination were established in 2014 among the
various functions involved in the insurance management cycle which mitigate operational risk, mainly the areas of insurance itself and control of operational risk, but also the different areas of first line risk management.
These guidelines incorporate the following activities:
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Identification of all those risks in the Group which can be the object of insurance coverage, including identification of new coverages of insurance on risks already identified in the market. |
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Establishment and implementation of criteria to quantify the risk to be insured, backed by analysis of losses and scenarios of losses that enable the Groups level of exposure to each risk to be determined.
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Analysis of coverage available in the insurance market, as well as preliminary design of the conditions that best adjust to previously identified and assessed needs. |
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Technical assessment of the protection level provided by the policy, costs and levels of retention that the Group will assume (franchises and other elements at the responsibility of the insured) in order to decide on
their contracting. |
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Negotiating with suppliers and awarding of contracts in accordance with the procedures established by the Group. |
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Monitoring of incidents declared in the policies, as well as of those not declared or not recovered by an incorrect declaration. |
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Analysis of the adequacy of the Groups policies to risks covered, taking the opportune corrective measures for the shortcomings detected. |
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Close cooperation between local operational risk executives and local coordinators of insurance to strengthen mitigation of operational risk. |
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Regular meetings on specific activities, states of situation and projects in both areas. |
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Active participation of both areas in the unit for global sourcing of insurance, the Groups maximum technical body for defining coverage strategies and contracting insurance. |
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10. Compliance, conduct and reputational risk
10.1. Definitions and objective
The compliance risk is the risk
of receiving economic or other sanctions, or other types of disciplinary measures imposed by supervisory bodies for not complying with laws, regulations, rules, standards of self-regulation or codes of conduct applicable to the activity developed.
Conduct risk is that caused by inadequate practices in the Banks relations with its clients, the treatment and products offered to clients and the
suitability and appropriateness of them to each specific client.
Reputational risk is the risk of damage in the perception of the Bank by public opinion,
its clients, investors or any other interested party.
The Groups objective in the sphere of managing compliance and conduct risks is: (i) to
minimise the probability that irregularities occur; and (ii) that the irregularities that could eventually occur are identified, reported and those that could eventually occur are identified, reported and quickly resolved. As for reputational
risk, bearing in mind the diversity of sources from which it can arise, the objective of management is to identify them and ensure that they are duly tended to so that their probability is reduced and the eventual impact is mitigated.
10.2. Corporate governance and the organisational model
In the
exercise of its general function of supervision, the Banks board is responsible for approving the general policy of risks. In the sphere of compliance, conduct and reputational risk, the board is holder of the Groups General Code of
Conduct, the global policy for the prevention of money laundering and the financing of terrorism and the marketing policy for products and services.
Reporting on the compliance function to the board will be done as follows: (i) in a permanent way and directly via an executive vice-chairman of the
board who supervises Grupo Santanders
compliance function; and (ii) via the report presented monthly to the risk supervision, regulation and
compliance committee. This committee supports and advises the board regarding the Groups relationship with the supervisors and regulators of the countries in which the Group operates, as well as on the supervision of the codes and rules of an
internal nature.
At its meeting on January 16, 2015, the board agreed to appoint an executive vice-chairman of the board to whom the compliance
function reports, in accordance with the regulatory recommendations on corporate governance.
In addition and in order to strengthen the importance of the
compliance function, the executive committee, at its meeting on February 2, 2015, agreed to appoint an executive vice-president as chief compliance officer.
As collegiate bodies with basic powers in this sphere, there are the corporate committees of regulatory compliance, analysis and resolution and marketing (the
latter two, specialised in their respective spheres: anti-money laundering and marketing of products and services), with a global reach (all countries/all businesses) and replicated at the local level.
The risk division supervises the control framework applied in the compliance sphere, from both the area of comprehensive control and internal validation of
risks, in the exercise of its functions of supporting the executive risk committee, as well as from the non-financial risk control area created in 2013.
The organisational model revolves around the corporate area of compliance and reputational risk, which is responsible for managing the Groups
compliance, conduct and reputational risks. Within the area is the corporate office of risk management of regulatory compliance, the corporate office of conduct risk management and the corporate unit of financial intelligence (CUFI), with anti-money
laundering and terrorist financing powers. This structure is replicated in all local units and also in global businesses, having established the opportune functional reports for the corporate area.
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10.3. Risk appetite model and exercise of regulatory risk assessment
The Groups risk appetite model applicable to compliance and conduct risks is characterised by the following three elements:
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It stems from a zero appetite declaration for the sphere of compliance and conduct risk. |
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The Groups objective is to minimise compliance and conduct risk incidents. Systematic monitoring is carried out via the compliance and conduct risk indicator resulting from assessment matrices prepared for each
country. |
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Quarterly monitoring of the risk level is conducted country by country. |
The assessment matrix is fed with
data from the communications received every month from the various supervisors. Each one of these communications is assigned a score on the basis of the risk they represent as regards: (i) costs from fines; (ii) costs of reorganising
processes; and (iii) the impact on the brand and reputational risk. These assessments are supplemented by ratings of internal audit in the compliance sphere. Each local unit is assigned a weighting depending on its attributable profit and
volume of assets, with which a complete score for the Group is obtained.
The corporate area of compliance assessed regulatory risk (risk assessment) in
2014, focusing on the Groups main countries. This exercise, which stems from identifying regulatory obligations that affect the Groups units, was based on the risk assessment of each obligation, conducted in two phases: the first, of the
so called inherent risk, which comes from the very activity of business, and the second, residual risk, once the impact of controls is taken into account.
This regulatory risk assessment exercise will complement the risk appetite model, contributing new metrics.
10.4. Risk management model
The main responsibility of compliance and reputational risk management is shared between the function of compliance and reputational risk and the different
business and support units that conduct the activities that give rise to risk. The responsibility for developing corporate policies throughout the Group, establishing controls and monitoring and verifying their application, as well as reporting
incidents, lies with the compliance function and reputational risk, which is also responsible for advising senior management in this sphere and for fostering a compliance culture, all of this in the framework of an annual programme whose
effectiveness is regularly assessed.
The function directly manages the basic components of these risks (money-laundering, codes of conduct, marketing of
products, etc) and ensures that the rest is duly tended to by the corresponding unit of the Group (responsible financing, data protection, customers complaints, etc), having established the opportune control and verification systems.
The correct execution of the risk management model is supervised by the comprehensive control and internal validation of risk area. At the same time, within
its functions, internal audit carries out the tests and reviews required to ensure that the rules and procedures established in the Group are being fulfilled.
The general code of conduct is the central element of the Groups compliance programme. This code, which enshrines the ethical principles and rules of
conduct that must govern the actions of all Grupo Santanders employees, is complemented in certain matters by the rules that are in codes and sector manuals42.
The code also establishes: i) the functions and responsibilities in matters of compliance of the governance organs and of the Groups management areas
affected; ii) the rules that regulate the consequences of non-compliance; and iii) a whistle blowing channel for formulating and handling communications for presumably illicit activity.
42. |
The following form part of the codes and manuals of sectors: the Manual for Anti-Money Laundering and Terrorist Financing, the Code of Conduct in Securities Market, the Manual of Procedures for the Sale of Financial
Products, the Code of Conduct for Analysis Activity, the Research Policy Manual, the Manual of Conduct in the Use of Information and Communication Technologies (ICT), the Manual of Conduct in the Management of Real Estate, the Manual of Conduct in
Suppliers Relationship, etc, as well as the notes and circulars that develop specific points of these codes and manuals, particularly the corporate circular on the corporate programme to prevent corruption. |
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The corporate office of regulatory compliance, under the supervision of the committee of risk supervision,
regulations and compliance and of the committee of regulatory compliance, is responsible for the effective implementation and monitoring of the general code of conduct.
The committee of regulatory compliance has powers in all matters inherent in the compliance function, without detriment to those assigned to the two
specialised bodies in the area (corporate committee of marketing as regards the commercialisation of products and services and the committee of analysis and resolution in the sphere of anti-money laundering and terrorist financing). It is made up of
representatives of the general secretariat, risks, human resources, organisation and costs, technology and operations, internal audit, financial management and public policy.
The committee held four meetings in 2014.
The Groups
compliance management has the following functions as regards management of compliance, conduct and reputational risks:
1. |
Implement the Groups general code of conduct and other codes and sector manuals. |
2. |
Supervise the training activity of the compliance programme conducted by the human resources area. |
3. |
Direct investigations into the possible committing of acts of non-compliance, being able to request help from internal audit and propose to the irregularities committee the sanctions that might be applicable in
each case. |
4. |
Cooperate with internal audit in the regular reviews of compliance with the general code and with the codes and sector manuals, without detriment to the regular reviews which, on matters of regulatory compliance, are
conducted by compliance management directly. |
5. |
Receive and handle the accusations made by employees or third parties via the whistle blowing channel. |
6. |
Advise on resolving doubts that arise from implementing codes and manuals. |
7. |
Draw up an annual report on implementing the compliance programme to be submitted to the committee of supervision of risks, regulations and compliance. |
8. |
Regularly inform the general secretary, the committee of supervision of risks, regulations and compliance and the board on the implementation of the compliance policy and compliance programme. |
9. |
Assess every year the changes that need to be introduced into the compliance programme, particularly in the event of detecting unregulated business areas and procedures susceptible to improvement, and propose the
changes to the committee of supervision of risks, regulations and compliance.
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As regards the codes and manuals of the sectors, the focus of the compliance programme is on the following
operational spheres, among others:
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Anti-money laundering and terrorist financing. |
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Marketing of products and services. |
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Conduct in the securities markets. |
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Relationships with regulators and supervisors. |
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Drawing up and disseminating the Groups institutional information. |
Anti-money laundering and terrorist
financing
Policies
As a socially responsible
institution, it is a strategic objective for Grupo Santander to have an advanced and efficient anti-money laundering and terrorist financing system, constantly adapted to the latest international regulations and with the capacity to confront the
appearance of new techniques of criminal organisations.
The function of anti-money laundering and terrorist financing revolves around policies that set
minimum standards that Grupo Santanders units must observe. It is formulated in accordance with the principles contained in the 40 recommendations of the Financial Action Task Force (FATF) and the obligations in Directive 2005/60/EC of the
European Parliament and of the Council of 26 October, 2005, on anti-money laundering and terrorist financing.
The corporate policy and rules that
develop it have to be fulfilled by all the Groups units in the world. By units we mean all those banks, subsidiaries, departments or branches of Banco Santander, both in Spain and abroad, which, in accordance with their legal statute, must
submit to the regulations on anti-money laundering and terrorist financing.
Governance and organization
The organisation of the function of anti-money laundering and terrorist financing. (AML/TF) in Grupo Santander rests on the following figures: (i) The
board, (ii) The analysis and resolution committee (ARC), (iii) The corporate unit of financial intelligence (CUFI), (iv) Local ARCs, (v) AML/TF local units and (vi) the AML executives at various levels.
The board approves the internal governance framework for anti-money laundering and terrorist financing.
Grupo Santanders CAR is a collegiate body of corporate scope. It comprises representatives from the divisions of risk, internal audit, retail banking,
global wholesale banking, human resources, organisation and costs, technology and operations, financial accounting and control, consumer finance and the general secretariat, which defines the general policies and objectives and formulate the rules
of the Groups various bodies and entities in the sphere of AML and coordination.
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Due to the separation of the local sphere of Spain from the corporate level, a local ARC for Spain was created
in 2014 (previously integrated into the corporate ARC) and totally differentiated from the corporate ARC, which assumes the functions of an internal organ of AML/TF control with powers at the local level.
The corporate unit of financial intelligence (CUFI) manages, supervises and coordinates the systems for the prevention of money laundering and financing of
terrorism of Grupo Santanders subsidiaries, branches and business areas, requiring the adoption of programmes, measures and necessary improvements.
The local ARCs are internal control organs designed for the prevention of money laundering and financing of terrorism with powers at the local level and
comprise representatives of the most directly involved departments.
The local UPBCs are technical units responsible for managing and coordinating the
systems and procedures for anti-money laundering and terrorist financing in the countries where the Group operates, as well as the investigation and treatment of communications of suspicious operations and of the information requirements of the
corresponding authorities.
There are also executives for the prevention of money laundering and the financing of terrorism at four different levels:
area, unit, branch and account. In each case their mission is to support the CUFI and the local UPBCs from a position of proximity to clients and operations.
At the consolidated level, a total of 954 people (83% of them full time) work in prevention activities and tend to 149 units in 35 countries.
Grupo Santander has established in all its units and business areas corporate systems based on decentralised IT applications. These enable operations and
customers who, because of their risk, need to be analysed to be presented to the branches of the account or customer relationship managers. These tools are complemented by others of centralised use which are operated by teams of analysts from AML/TF
units who, on the basis of certain risk profiles and changes in certain patterns of customer behaviour, enable operations susceptible of being linked to money laundering and/or the financing of terrorism to be analysed, identified early on and
monitored.
Banco Santander is a founder member of the Wolfsberg Group, and forms part of it along with 10 other large international banks. The
Groups objective is to establish international standards that increase the effectiveness of programmes to combat money laundering and the financing of terrorism in the financial community. Various initiatives have been developed which have
treated issues such the prevention of money laundering in private banking, correspondent banking and the financing of terrorism, among others. Regulatory authorities and experts in this area believe that the principles and guidelines set by the
Wolfsberg Group represent an important step in the fight against money laundering, corruption, terrorism and other serious crimes.
Main actions
The Group analysed a total of 22.9 million operations in 2014 (27.6 million in 2013) both by the commercial networks as well as by money laundering
prevention teams, of which more than one million were by the units in Spain.
The CUFI and the local AML/TF departments conduct annual reviews of all the
Groups units in the world.
In 2014, 123 units were reviewed (146 in 2013), 11 of them in Spain and the rest abroad, and reports were issued in all
cases stating the measures to be taken (recommendations) to improve and strengthen systems. In 2014, 229 measures to be adopted were established (201 in 2013), which are being monitored until their full and effective implementation.
Training courses were given in 2014 for the prevention of money-laundering to a total of 129,233 employees (108,592 in 2013).
Lastly, many units are submitted to regular reviews by external auditors.
Main indicators of activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
|
Cases |
|
|
Communications |
|
|
Employees |
|
2014 |
|
reviewed * |
|
|
investigated |
|
|
to authorities |
|
|
trained |
|
TOTAL |
|
|
123 |
|
|
|
79,978 |
|
|
|
23,844 |
|
|
|
129,233 |
|
* |
Subsidiaries supervised by the financial intelligence corporate unit and local money laundering prevention units. |
Marketing of products and services
Policies
At Grupo Santander management of the risk that could arise from an inadequate sale of products or from an incorrect provision of services by the Group is
conducted in accordance with the corporate policies of marketing of products and services.
The corporate framework aims to establish a homogeneous system
to market Grupo Santanders products and services, in order to minimise the Groups exposure to risks stemming from marketing, covering all its phases (admission, pre-sale, sale and monitoring).
In order to adapt the framework to Banco Santander and the Groups subsidiaries, these adopt the framework at their corresponding board meetings, adhere
to it and make the necessary changes to ensure compliance with the local regulatory requirements.
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REPUTATIONAL RISK |
Governance and organisation
The organisational structure in the risk management sphere that could arise from an inadequate marketing of products or services is based, at both the
corporate and local levels, on marketing committees, monitoring committees and conduct risk management offices.
The corporate committee of marketing
(CCM) is the maximum decision-making body for approving products and services. It comprises representatives from the divisions of risks, financial management technology and operations, general secretariat, financial accounting and control, internal
audit, retail banking and global wholesale banking.
The CCM attaches particular importance to adjusting products and services to the framework where they
are going to be marketed, paying special attention to ensuring that:
|
|
|
Each product or service is sold by suitable staff. |
|
|
|
Customers are provided with the necessary and adequate information. |
|
|
|
The product or service fits the customers risk profile. |
|
|
|
Each product of service is assigned to the right market, not only for legal or tax reasons, but also to meet the markets financial culture of them. |
|
|
|
The products and services fulfil the requirements of the corporate marketing policies and, in general, the applicable internal and external rules. |
At the local level, local marketing committees (LCM) approve new products and channel to the LCM proposals for their validation.
The marketing committees, in the respective approval processes, take a risk-focused approach from the double perspective of bank/client.
The corporate monitoring committee (CMC) is the Groups decision-making body for monitoring products and services. It comprises representatives from the
divisions of internal audit, general secretariat, risks and the business areas affected (with permanent representation of commercial banking). It meets every week to raise and resolve specific issues related to the marketing of products and services
in all the Groups units.
The corporate office of conduct risk management (COCRM) provides the governance bodies with the information needed for:
(i) adequate analysis of risk when validating the product, from a double focus: impact on the Bank and on the client; and (ii) monitoring of products throughout their life cycle.
At the local level there are reputational risk management offices, which are responsible for promoting the risk culture and ensuring that approval and
monitoring of products is developed in their respective local sphere in line with the corporate framework.
Main actions
The CCM met 12 times in 2014 (12 in 2013 and 14 in 2012) and analysed 103 new products/services. Moreover, 31 products/ services were presented to the
corporate office of reputational risk, considered not new for approval and resolved 135 consultations from several areas and countries.
Monitoring of
products and services approved is done locally (local committee of monitoring of products or equivalent local body, such as the LCM). The conclusions are set out in reports every four months for the COCRM.
The CMC held 41 meetings in 2014 (41 in 2013 and 44 in 2012) at which incidents were resolved and information analysed on the monitoring of products and
services of the Groups units abroad.
Code of Conduct in Securities Markets (CCSM)
Policy
This is set by the code of conduct in securities
markets (CCSM), complemented, among others, by the code of conduct for analysis activity, the research policy manual and the procedure for detecting, analysing and communicating operations suspected of market abuse.
Governance and organisation
The organisation revolves
around the corporate office of compliance together with local compliance management and that of subsidiaries.
The functions of compliance management with
regard to the code of conduct in securities markets are as follows:
1. |
Register and control sensitive information known and/or generated by the Group. |
2. |
Maintain the lists of securities affected and related personnel, and watch the transactions conducted with these securities. |
3. |
Monitor transactions with restricted securities according to the type of activity, portfolios or collectives to whom the restriction is applicable. |
4. |
Receive and deal with communications and requests to carry out own account trading. |
5. |
Control own account trading of the relevant personnel. |
6. |
Manage failures to comply of the CCSM. |
7. |
Resolve doubts on the CCSM. |
8. |
Register and resolve conflicts of interest and situations that could give rise to them. |
9. |
Assess and manage conflicts arising from the analysis activity. |
10. |
Keep the necessary records to control compliance with the obligations envisaged in the CCSM. |
11. |
Develop ordinary contact with the regulators. |
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12. |
Organise the training and, in general, conduct the actions needed to apply the code. |
13. |
Analyse activities suspicious of constituting market abuse and, where appropriate, report them to the supervisory authorities. |
Main actions
The compliance corporate office, together
with local compliance executives and of the subsidiaries, ensure that the obligations contained in the CCSM are observed by around 12,000 Group employees throughout the world.
The market abuse investigation unit continued to review many transactions that gave rise to opportune communications to the National Securities Market
Commission. Moreover, a new unit of market compliance was created in 2014, focusing on controlling operations in the capital markets.
Corporate defence
The Groups compliance management is also responsible for managing the corporate defence management model, created after the entry into force of
Organic Law 5/2010, which introduced the penal responsibility of companies for crimes committed on account of and for the benefit of them by administrators or representatives and by employees as a result of the lack of control.
The system of managing risks for the prevention of penal crimes, a key element of which is the whistle blowing channel, obtained the AENOR certification in
2014.
The Group has established 26 such channels, and in 2014 received denunciations in six of them (Germany, Brazil, US, UK, Poland and Spain).
In 2014, more than 400 denunciations were received by any channel. They were handled in accordance with the Groups internal procedures. The most common
reasons for the denunciations were failure to comply with the internal rules for employees, either because of inadequate behaviour or for not observing the Groups policies or procedures.
Relationships with the supervisory authorities and dissemination of information to the markets
Compliance management is responsible for tending to the information requirements of the regulatory and supervisory bodies, both those in Spain as well as in
other countries where the Group operates, monitoring implementation of the measures resulting from the reports or inspections of these bodies and supervising the way in which the Group disseminates institutional information in the markets
transparently and in accordance with the regulators requirements. The committee of supervision of risks, regulations and compliance (before its creation in June 2014 the audit committee) is informed of the main issues at each of its meetings.
Banco Santander made public 90 relevant facts in 2014, which are available on the Groups web site and that of the National Securities Market
Commission (CNMV).
Other actions
Compliance management continued to carry out other activities in 2014 inherent to its sphere (reviewing the banks internal rules before their
publication, ensuring treasury stock operations are in line with internal and external rules, maintaining the section on regulatory information on the corporate website, reviewing the vote recommendation reports for shareholders meetings drawn
up by the leading consultancies in this area, sending periodic regulatory information to the supervisory bodies, etc). It also co-operated in new corporate projects such as the Groups adjustment to the US Volker Rule, the listing of the
Santander share on the stock markets of Sao Paulo (via BDRs) and Warsaw and implementing corporate data protection models and prevention of penal risks, among others.
The losses incurred by the Group from compliance, conduct and reputational risks are included in the data base of events which the Groups corporate area
of operational risk (CAOR) manages.
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RISK |
11. Model risk
The use of risk management models entails the appearance of model risk, understood as the losses that come from decisions mainly founded on the results of
models, due to errors in the definition, application or use of the models.
The risk is manifested in both operational risk (that associated with errors
in the data, in the construction, implementation and use), as well as implicitly in the risk associated with the activity it is supporting (be it credit, market or another risk, due to data, construction or inadequate use of the model).
Extending the use of the models to a wide series of activities makes it necessary to establish a series of actions and controls throughout the life cycle of
these models in order to know and minimise the risks associated.
Model risk management is structured around three lines of defence that are specified in
the following way:
|
|
|
First line of defence, consisting of owners and developers as well as generators of exposure to this risk. |
|
|
|
Second line of defence, made up of teams specialised in controlling and supervising risks and charged with complementing the control functions of the first line of defence, questioning whether its approaches are
opportune and issuing an opinion on this. |
|
|
|
Third line of defence, constituted by Internal audit. |
The model risk can be mitigated through an environment
of control and management, i.e. a series of controls on the models life cycle. The cycle covers the very definition of the standards to be used in its development through to regular monitoring and its final completion.
Of particular importance is the planning phase, where the priorities of development and management of the
models are determined. By drawing up the plans, the needs to be covered are identified and the materiality of the risk involved assessed.
Extracting
and validating the information as well as the very development of the model are also two fundamental phases. In the case of the development, points of control must be established that enable aspects such as verifying whether the data used
is adequate, that the objectives are in accord with what is requested, that the construction has been done following the established lines and that the implementation is viable before the model is put into operation, which will take place once
formally approved.
A process of validation conducted by a function independent of the developer of the model must exist in order to control the
risk associated with the development of models. The scope of the validation will depend on the type of the model, the materiality and the type of development applied.
Lastly, all developments of a new model or changes to the one already existing, or a new use of a model must be reviewed and approved, in accordance with its
materiality, by the government established. This process represents the recognition by those involved that they know and are aware of all the risks associated with use of the model, as well as the different assumptions made in its construction and
the limitations existing, according to the models envisaged uses.
Once installed, the models will be supervised regularly to ensure they are used
for the purposes for which they were approved and continue to function as expected.
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|
274 |
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RISK MANAGEMENT REPORT CAPITAL MANAGEMENT AND
CAPITAL RISK CONTROL |
12. Capital management and capital risk
control
The Group manages capital in a comprehensive way, seeking to guarantee its solvency and maximise profitability
and determined by the strategic objectives and the risk appetite set by the board. A series of practices are defined that shape the focus that the Group wants to give to management of capital:
|
|
Establish adequate planning of capital that enables current needs to be covered and provides the necessary equity to cover the needs of business plans and the short and medium term risks, while maintaining the risk
profile approved by the board. |
|
|
Ensure that under stress scenarios the Group and its companies maintain sufficient capital to cover the needs arising from the increase in risks resulting from the deterioration of macroeconomic conditions.
|
|
|
Optimise the use of capital by adequately assigning it among the businesses, based on the relative return on regulatory and economic capital, taking into account the risk appetite, its growth and the strategic
objectives. |
Santander defines capital risk as the risk that the Group or its companies have an insufficient amount and/or quality of capital
to tend to the expectations of its stakeholders, and in accordance with its strategic planning. Of note are the following objectives:
|
|
Comply with the internal objectives for capital and solvency. |
|
|
Meet the regulatory requirements. |
|
|
Align the Banks strategic plan with the capital expectations of external agents (rating agencies, shareholders and investors, customers, supervisors, etc). |
|
|
Support business growth and the strategic possibilities that arise.
|
Solvency position
Grupo Santander maintains a very solid solvency position, significantly above the minimum levels required by regulations. In 2014, the Group strengthened its
main capital ratios in response to the difficult economic and financial environment and the new regulatory requirements.
The stress tests conducted by
the ECB on Europes financial industry underscored the quality of Banco Santanders portfolios, the correct valuation of its assets and adequate provisions, as well as the strength of its business model for adverse macroeconomic scenarios.
For more detail see item 1 of this chapter.
The Bank completed on January 9, 2015 its EUR 7,500 million capital increase. As a result, it meets
the main objective of being able to sustain the organic growth of business, increasing loans and market share in its main markets, accompanying its clients in a new stage of economic growth.
After the capital increase, the Common Equity Tier 1 (CET1 fully loaded) ratio, which represents coverage of risks with the maximum quality capital, increased
to 9.7% from 8.3%, in line with Santanders peers. Furthermore, if we take into account the Groups business model, characterised by its high geographic diversification, recurrent results and resilience to adverse environments, as
manifested in the recent European stress exercise, the Groups capital standards are among the best in the sector.
The Groups objective is to
increase the CET1 fully loaded ratio even more to around 10%-11% in 2017.
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|
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|
|
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The table below shows risk-weighted assets
(RWAs) in the main geographic areas and type of risk.
As regards credit risk, Grupo Santander continued its plan to implement Basels advanced internal
rating-based (AIRB) approach for almost all the Groups banks (up to covering more than 90% of net exposure of the credit portfolio under these models). Meeting this objective in the short term will also be conditioned by the acquisition of new
entities, as well as by the need for coordination between supervisors of the validation processes of internal models.
The Group operates in countries
where the legal framework among supervisors is the same, as is the case in Europe via the Capital Directive. However, in other jurisdictions, the same process is subject to the cooperation framework between the supervisor in the home country and
that in the host country with different legislations. This means, in practice, adapting to different criteria and calendars in order to attain authorisation for the use of advanced models on a consolidated basis.
With this objective in mind, Santander continued during 2014 to gradually install the necessary technology platforms and methodological developments that will
make it possible to progressively apply advanced internal models for calculating regulatory capital in the rest of the Groups units.
At the moment,
Grupo Santander has the supervisory authorisation to use advanced focuses for calculating the regulatory capital requirements by credit risk for the parent bank and the main subsidiaries in Spain, UK, Portugal, and certain portfolios in Mexico,
Brazil, Chile, Santander Consumer Finance Spain and the US. The strategy of implementing Basel in the Group is focused on achieving use of advanced models in the main institutions in the Americas and Europe. The calculation of minimum regulatory
capital requirements during 2014 of the following portfolios, with a total EAD of around EUR 25,000 million, moved from standard focus to advanced IRB focus: consumer credit portfolios of SC Germany; companies and cards of SC Spain; state
governments and promoters of Santander Mexico.
In operational risk, Grupo Santander uses the standard focus for calculating regulatory capital. The
Groups project to evolve toward a focus of advanced management models (AMA) is in an advanced phase, gathering sufficient information on the basis of its own management model.
As regards the rest of risks explicitly envisaged in Pillar 1 of Basel, in market risk we have authorisation to use its internal model for the trading
activity of treasuries in Spain, Chile, Portugal and Mexico, thereby continuing the plan of gradual implementation for the rest of units presented to the Bank of Spain.
Leverage ratio requirements
The new CRD IV introduces a new
leverage ratio that is not sensitive to the risk profile of entities. It is calculated as the ratio between Tier 1 divided by the exposure.
This exposure
is calculated as the sum of total assets plus off-balance sheet items (guarantees, unused credit limits granted, documentary credits, mainly). Some technical corrections are made on this sum, such as replacing the value in the asset of derivatives
and financing operations of securities by the EaD considered for calculating risk-weighted assets and eliminating the value of assets considered as deductions in Tier 1. In addition, the regulators have incorporated some reduction in the value for
off-balance operations related to commerce.
At the moment this ratio does not have to be fulfilled. It must be published as of 2015. The supervisors have
made public the intention to make it obligatory to meet a minimum ratio as of 2018, indicating 3% as the minimum reference.
At the end of 2014, the
leverage ratio phase-in was 4.5% and the fully-loaded ratio 3.7%. Including the January 2015 capital increase and reflecting the change in the EU Regulation 575/2013 published in January 17, 2015, the ratio would increase by close to one
percentage point.
More information on this ratio can be found in the 2014 prudential relevance report (Pillar III).
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12.1. New regulatory framework
The regulations known as Basel III came into force in 2014, setting new global standards for banks capital and liquidity.
From the standpoint of capital, Basel III redefines what is considered as available capital in financial institutions (including new deductions and raising
the requirements of eligible capital instruments), increases the minimum capital required, demands that institutions operate permanently with capital buffers and adds new requirements in the risks considered.
Grupo Santander shares the ultimate objective that the regulator pursues with this new framework, which is to make the international financial system more
stable and solid. In this sense, for years we have participated in the studies promoted by the Basel Committee and the European Banking Authority (EBA), and coordinated at the local level by the Bank of Spain to calibrate the new regulations.
In Europe, the new regulations have been implemented via EU directive 2013/36, known as CRD IV, and its regulations 575/2013 (CRR), which is directly, applied
in all EU countries (single rule book). In addition, these rules are subject to legal developments entrusted to the EBA, some of which will be produced in the coming months/years.
This regulation entered into force on January 1, 2014, with many of the rules subject to different schedules of implementation. This phase of
implementation mainly affected the definition of funds that are eligible as capital and will be completed at the end of 2017, except for the deduction of deferred tax credits (DTAs) whose schedule lasts until 2023.
Subsequent to the European legal transposition, the Basel Committee continued to publish additional regulations, some of them as public consultation, which
will entail a future modification of the CRD IV directive and of its regulations. Grupo Santander will continue to support regulators, with its opinions and participation in impact studies.
12.2. Economic capital
Economic capital is the capital needed,
in accordance with an internally developed model, to support all the risks of business with a certain level of solvency. In the case of Santander, the solvency level is determined by the long term rating objective of AA-/A+, which means a confidence
level of 99.95% (above the regulatory 99.90%) to calculate the necessary capital.
Complementing the regulatory focus, Santanders economic capital
model includes in its measurement all the significant risks incurred by the Group in its operations (risk of concentration, structural interest, business, pensions and others beyond the sphere of Pillar 1 regulatory capital). Moreover, economic
capital incorporates the diversification impact, which in the case of Grupo Santander is vital, because of its multinational nature and many businesses, in order to determine the global risk profile and solvency.
Economic capital is a key tool for the internal management and development of the Groups strategy, both
from the standpoint of assessing solvency, as well as risk management of portfolios and businesses.
From the solvency standpoint, the Group uses, in the
context of Basel Pillar II, its economic model for the capital self-assessment process (ICAAP). For this, the business evolution and capital needs are planned under a central scenario and alternative stress scenarios. The Group is assured in this
planning of maintaining its solvency objectives even in adverse scenarios.
The economic capital metrics also enable risk-return objectives to be
assessed, setting the prices of operations on the basis of risk, evaluating the economic viability of projects, units and lines of business, with the overriding objective of maximising the generation of shareholder value.
As a homogeneous measurement of risk, economic capital can be used to explain the risk distribution throughout the Group, putting in a metric comparable
activities and different types of risk.
The economic capital requirement at the end of 2014 was EUR 66,457 million, EUR 21,524 million above
the EUR 87,980 million available economic capital.
The table below sets out the available economic capital:
|
|
|
|
|
Million euros |
|
|
|
Net capital and issue premium |
|
|
44,851 |
|
Reserves |
|
|
46,227 |
|
Retained earnings and valuation adjustments |
|
|
(9,980 |
) |
Minority interests |
|
|
6,663 |
|
Net capital gains of the AFS* portfolio |
|
|
1,983 |
|
Pension deduction |
|
|
(2,175 |
) |
|
|
|
|
|
Available economic capital |
|
|
87,569 |
|
|
|
|
|
|
The main difference with the regulatory CET1 comes from the treatment of goodwill and
other intangibles, which we consider as one more requirement of capital instead of as a deduction from the available capital.
The distribution of economic capital needs by type of risk at the end of 2014 is shown in the following chart:
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The table below sets out Grupo
Santanders distribution by types of risk and geographic area at the end of 2014:
The distribution of economic capital among the main business areas reflects the diversified nature of the
Groups business and risk. Continental Europe represents 25% of the capital, Latin America including Brazil 20%, the UK 11% and the US 9%.
Outside
the operating areas, the corporate centre assumes, principally, the risk from goodwill and the risk derived from the exposure to structural exchange rate risk (risk derived from maintaining stakes in subsidiaries abroad denominated in currencies
other than the euro).
The benefit of diversification contemplated in the economic capital model, including both the intra-risk diversification
(equivalent to geographic) as well as inter-risks amounted to approximately 30%.
Return on risk adjusted capital (RORAC) and creation of value
Grupo Santander has been using RORAC methodology in its credit risk management since 1993 in order to:
|
|
Calculate the consumption of economic capital and the return on it of the Groups business units, as well as segments, portfolios and customers, in order to facilitate optimum assigning of economic capital.
|
|
|
Budget the capital consumption and RORAC of the Groups business units. |
|
|
Analyse and set prices in the decision-taking process for operations (admission) and clients (monitoring). |
RORAC methodology enables one to compare, on a like-for-like basis, the return on operations, customers, portfolios and businesses, identifying those that
obtain a risk- adjusted return higher than the cost of the Groups capital, aligning risk and business management with the intention of maximising the creation of value, the ultimate aim of the Groups senior management.
The Group regularly assesses the level and evolution of value creation (VC) and the risk-adjusted return (RORAC) of its main business units. The VC is the
profit generated above the cost of the economic capital (EC) employed, and is calculated as follows:
Value creation =profit (average EC x cost of capital)
The profit used is obtained by making the necessary adjustments to the accounting profit so as to extract just the recurrent profit that each unit generates
in the year of its activity.
The minimum return on capital that an operation must attain is determined by the cost of capital, which is the minimum
required by shareholders. It is calculated objectively by adding to the free return of risk the premium that shareholders demand to invest in our Group. This premium depends essentially on the degree of volatility in the price of the Banco Santander
share in relation to the markets performance. The cost of capital in 2014 applied to the Groups various units was 11.59%. As well as reviewing every year the cost of the Groups capital, in a parallel way and for the purposes of
internal management, the cost of capital for each business unit is also estimated, taking into account the specific features of each market, under the philosophy of subsidiaries autonomous in capital and liquidity, in order to assess if each
business is capable of generating value individually.
A positive return from an operation or portfolio means it is contributing to the Groups
profits, but it is only creating shareholder value when that return exceeds the cost of capital.
The performance of the business units in 2014 in value
creation varied. The Groups results, and thus the RORAC figures and value creation, are conditioned by the different evolution of the economic cycle in the Groups units.
The creation of value and the RORAC for the Groups main business areas are shown below:
|
|
|
|
|
|
|
|
|
Main segments |
|
RORAC |
|
|
Value creation |
|
Continental Europe |
|
|
13.6 |
% |
|
|
358 |
|
UK |
|
|
20.4 |
% |
|
|
634 |
|
Latin America |
|
|
29.7 |
% |
|
|
2,401 |
|
US |
|
|
19.5 |
% |
|
|
412 |
|
|
|
|
|
|
|
|
|
|
Total business units |
|
|
20.4 |
% |
|
|
3,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
278 |
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CAPITAL RISK CONTROL |
12.3 Planning of capital and stress exercises
Stress exercises on capital have assumed particular importance as a dynamic evaluation tool of the risks and solvency of banks. A new model of evaluation,
based on a forward-looking approach, is becoming a key element for analysing the solvency of banks.
It is a forward-looking assessment, based on
macroeconomic as well as idiosyncratic scenarios of little probability but plausible. It is necessary to have for it robust planning models, capable of transferring the impact defined in projected scenarios to the different elements that influence a
banks solvency.
The ultimate objective of the stress exercises is to carry out a full assessment of the risks and solvency of banks, which enables
possible capital requirements to be calculated in the event that they are needed because of banks failure to meet the capital objectives set, both regulatory and internal.
Internally, Grupo Santander has defined a process of stress and capital planning not only to respond to the
various regulatory exercises, but also as a key tool integrated in the Banks management and strategy.
The goal of the internal process of stress
and capital planning is to ensure sufficient current and future capital, including for adverse though plausible economic scenarios. Starting from the Groups initial situation (defined by its financial statements, capital base, risk parameters
and regulatory ratios), the envisaged results are estimated for different business environments (including severe recessions as well as normal macroeconomic situations), and the Groups solvency ratios are obtained for a period
usually of three years.
This process provides a comprehensive view of the Group for the time frame analysed and in each of the scenarios defined. It
incorporates the metrics of regulatory capital, economic capital and available capital.
The structure of the process is shown below:
The recently presented structure facilitates achieving the ultimate objective which is capital planning, by
turning it into an element of strategic importance for the Group which:
|
|
Ensures the solvency of current and future capital, including in adverse economic scenarios.
|
|
|
Enables comprehensive management of capital and incorporates an analysis of the specific impacts, facilitating their integration into the Groups strategic planning. |
|
|
Enables a more efficient use of capital. |
|
|
Supports the design of the Groups capital management strategy. |
|
|
Facilitates communication with the market and supervisors. |
|
|
|
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CAPITAL RISK CONTROL |
In addition, the whole process is developed with the maximum involvement of senior management and its close
supervision, as well as under a framework that ensures that the governance is the suitable one and that all elements that configure it are subject to adequate levels of challenge, review and analysis.
One of the key elements in capital planning and stress analysis exercises, due to its particular importance in forecasting the income statement under defined
stress scenarios, consists of calculating the provisions needed under these scenarios, mainly those to cover losses in the credit portfolio. Grupo Santander uses a methodology that ensures that at all times there is a level of provisions that covers
all the projected credit losses for its internal models of expected loss, based on the parameters of exposure at default (EaD), probability of default (PD) and loss given default (LGD).
This methodology is widely accepted and it similar to that used in previous stress exercises (for example, the EBA stress exercises in 2011 and 2014 or the
health check on the Spanish banking sector in 2012).
Lastly, the capital planning and stress analysis process culminates with analysis of solvency under
the various scenarios designed and over a defined time frame, in order to assess the sufficiency of capital and ensure the Group fulfils both the capital objectives defined internally as well as all the regulatory requirements.
In the event of not meeting the capital objectives set, an action plan will be prepared which envisages the measures needed
to be able to attain the desired minimum capital. These measures are analysed and quantified as part of the internal exercises, although it is not necessary to put them into force as Santander exceeds the minimum capital thresholds.
This internal process of stress and capital planning is conducted in a transversal way throughout Grupo Santander, not only at the consolidated level, but
also locally in the Groups units as they use the process of stress and capital planning as an internal management tool and to respond to their local regulatory requirements.
Throughout the recent economic crisis, Grupo Santander was submitted to five stress tests which demonstrated its
strength and solvency in the most extreme and severe macroeconomic scenarios. All of them, thanks mainly to the business model and geographic diversification in the Group, showed that Banco Santander will continue to generate profits for its
shareholders and comply with the most demanding regulatory requirements.
In the first one (CEBS 2010), the Group was the entity with a low impact on its
solvency ratio, except for those banks that benefited from not distributing a dividend, In the second one, carried out by the EBA in 2011, Santander was not only among the small group of banks that improved its solvency in the stress scenario, but
also the one with the highest level of profits.
In the stress exercises conducted by Oliver Wyman on Spanish banks in 2012 (top-down and then bottom-up),
Banco Santander again showed its strength to save with full solvency the most extreme economic scenarios. It was the only bank that improved its core capital ratio, with a surplus of more than EUR 25,000 million over the minimum requirement.
Lastly, in the recent stress test carried out in 2014 by the European Central Bank, in conjunction with the European Banking Authority, as previously
commented on, Grupo Santander was the bank with the smallest impact from the adverse scenario among its international peers (EUR 20,000 million capital surplus above the minimum requirement). These results show, once again, that Grupo
Santanders business model enables it to face with greater robustness the most severe international crises.
As already mentioned, as well as the
regulatory exercises of stress, Grupo Santander annually conducts since 2008 internal exercises of resilience within its self-assessment process of capital (Pillar II). All of them showed, in the same way, Grupo Santanders capacity to meet the
most difficult scenarios, both globally as well as in the main countries in which it operates.
|
|
|
280 |
|
|
|
|
|
ANNUAL REPORT 2014 |
|
RISK MANAGEMENT REPORT APPENDIX: EDTF
TRANSPARENCY |
13. Appendix: EDTF transparency
Banco Santander has traditionally maintained a clear commitment to transparency, by virtue of which it has
participated actively in the Enhanced Disclosure Task Force (EDTF) promoted by the Financial Stability Board (FSB) in order to improve the quality and comparability of the risk information that banks provide to the market, Several studies have
analysed the degree of adoption of
the 32 recommendations formulated by the EDTF in October 2012, in which Santander stands out as one of the banks
that is leading globally the practical application of this initiative.
The table below sets out where the EDTF recommendations can be found in the
information published by Grupo Santander.
|
|
|
|
|
|
|
|
|
|
|
EDTF recommendations |
|
Annual report* |
General |
|
1 |
|
Index with risk information |
|
Executive summary |
|
2 |
|
Terminology and risk measures |
|
4.1; 6.5; 7.1-7.4; 8.2 |
|
|
3 |
|
Top and emerging risk |
|
5 |
|
|
4 |
|
New regulatory ratios and compliance plans |
|
1; 8.3; 12 |
|
|
|
|
Risk governance and risk
management and business model |
|
5 |
|
Organisation of risk management, processes and functions |
|
3; 4.2;4.8; 8.2 |
|
6 |
|
Risk culture and internal measures |
|
2;4.9 |
|
7 |
|
Business model risks, risk management and appetite |
|
4; 12 |
|
8 |
|
Stress test uses and process |
|
1; 4.4-4.5; 6.5; 7.2-7.3; 8.2; 12.3 |
|
|
|
|
|
|
9 |
|
Minimum capital requirements (Pillar 1) |
|
12; Pillar III - 5.5 |
|
|
10 |
|
Composition of regulatory capital and conciliation with the balance sheet |
|
Pillar III - 3.2; 5.5 |
|
|
11 |
|
Flow statement of movements in regulatory capital |
|
Pillar III - 5.5 |
|
|
12 |
|
Capital planning |
|
12.3; Pillar III - 5.6 |
Capital adequacy and risk-
weighted assets |
|
13 |
|
Business activities and RWAs |
|
12; Pillar III - 5.5 |
|
14 |
|
Capital requirements by method of calculation and portfolio |
|
Pillar III - 5.5 |
|
15 |
|
Credit risk by Basel portfolios |
|
Pillar III -5.5; 7.2-7.4 |
|
16 |
|
RWA flow statement by type of risk |
|
Pillar III - 5.5 |
|
17 |
|
Backtesting of models (Pillar III) |
|
Pillar III -7.7; 7.9; 9.2 |
|
|
|
|
Liquidity |
|
18 |
|
Liquidity needs, management and liquidity reserve |
|
8.2; 8.3 |
|
|
|
|
|
|
19 |
|
Encumbered and unencumbered assets |
|
8.3 |
Funding |
|
20 |
|
Contractual maturities of assets, liabilities and off-balance sheet balances |
|
8.3 |
|
|
21 |
|
Funding plan |
|
8.3; 8.4 |
|
|
|
|
|
|
22 |
|
Balance sheet conciliation with trading and non-trading positions |
|
7.2 |
|
|
23 |
|
Significant market risk factors |
|
7.1-7.3 |
Market risk |
|
24 |
|
Market risk measurement model limitations |
|
4.8; 7.2 |
|
|
25 |
|
Management techniques for measuring and assessing the risk of loss |
|
7.2 |
|
|
|
|
|
|
26 |
|
Credit risk profile and conciliation with balance sheet items |
|
6.2 |
|
|
27 |
|
Policies for impaired or non-performing loans and forbearance portfolio |
|
6.2 |
Credit risk |
|
28 |
|
Conciliation of non-performing loans and provisions |
|
6.2 |
|
|
29 |
|
Counterparty risk resulting from derivative transactions |
|
6.4 |
|
|
30 |
|
Credit risk mitigation |
|
6.5 |
|
|
|
|
|
|
31 |
|
Other risks |
|
9; 10; 11 |
Other risks |
|
32 |
|
Discussion of risk events in the public domain |
|
9; 10 |
* |
The location refers to chapters or sections of this Annual report. In the case of capital recommendations and risk-weighted assets, they also refer to sections of the information of prudential relevance (Pillar III).
|
|
In addition, the navigation map has the cross-references of the information published by the Group (Annual report, Pillar III, Auditors report and annual consolidated accounts). |
|
|
|
|
|
281 |
Annex
Historical data. 2004-2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet |
|
US$ Mill. |
|
|
2014 EUR Mill. |
|
|
2013 EUR Mill. |
|
|
2012 EUR Mill. |
|
|
2011 EUR Mill. |
|
|
2010 EUR Mill. |
|
Total assets |
|
|
1,537,410 |
|
|
|
1,266,296 |
|
|
|
1,134,128 |
|
|
|
1,282,880 |
|
|
|
1,251,008 |
|
|
|
1,217,501 |
|
Net customer loans |
|
|
892,012 |
|
|
|
734,711 |
|
|
|
684,690 |
|
|
|
731,572 |
|
|
|
748,541 |
|
|
|
724,154 |
|
Customer deposits |
|
|
786,285 |
|
|
|
647,628 |
|
|
|
607,836 |
|
|
|
626,639 |
|
|
|
632,533 |
|
|
|
616,376 |
|
Customer funds under management |
|
|
1,242,555 |
|
|
|
1,023,437 |
|
|
|
946,210 |
|
|
|
990,096 |
|
|
|
984,353 |
|
|
|
985,269 |
|
Stockholders equity |
|
|
98,106 |
|
|
|
80,806 |
|
|
|
70,327 |
|
|
|
71,797 |
|
|
|
74,459 |
|
|
|
75,018 |
|
Total managed funds |
|
|
1,733,836 |
|
|
|
1,428,083 |
|
|
|
1,270,042 |
|
|
|
1,412,617 |
|
|
|
1,382,464 |
|
|
|
1,362,289 |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
39,185 |
|
|
|
29,548 |
|
|
|
28,419 |
|
|
|
31,914 |
|
|
|
28,883 |
|
|
|
27,728 |
|
Gross income |
|
|
56,510 |
|
|
|
42,612 |
|
|
|
41,920 |
|
|
|
44,989 |
|
|
|
42,466 |
|
|
|
40,586 |
|
Net operating income |
|
|
29,937 |
|
|
|
22,574 |
|
|
|
21,762 |
|
|
|
24,753 |
|
|
|
23,055 |
|
|
|
22,682 |
|
Profit before taxes |
|
|
14,162 |
|
|
|
10,679 |
|
|
|
7,378 |
|
|
|
3,565 |
|
|
|
7,858 |
|
|
|
12,052 |
|
Attributable profit to the Group |
|
|
7,713 |
|
|
|
5,816 |
|
|
|
4,175 |
|
|
|
2,283 |
|
|
|
5,330 |
|
|
|
8,181 |
|
|
|
|
|
|
|
|
Per share data (l) |
|
US$ |
|
|
2014 Euros |
|
|
2013 Euros |
|
|
2012 Euros |
|
|
2011 Euros |
|
|
2010 Euros |
|
Attributable profit to the Group |
|
|
0.64 |
|
|
|
0.48 |
|
|
|
0.39 |
|
|
|
0.23 |
|
|
|
0.60 |
|
|
|
0.94 |
|
Dividend |
|
|
0.73 |
|
|
|
0.60 |
|
|
|
0.60 |
|
|
|
0.60 |
|
|
|
0.60 |
|
|
|
0.60 |
|
Share price |
|
|
8.494 |
|
|
|
6.996 |
|
|
|
6.506 |
|
|
|
6.100 |
|
|
|
5.870 |
|
|
|
7.928 |
|
Market capitalisation (million) |
|
|
106,890 |
|
|
|
88,041 |
|
|
|
73,735 |
|
|
|
62,959 |
|
|
|
50,290 |
|
|
|
66,033 |
|
Euro / US$ = 1.214 (balance sheet) and 1.326 (income statement)
(1) |
Figures adjusted to capital increase in 2008 |
(2) |
Compound Annual Growth Rate |
|
|
|
282 |
|
|
Historical data. 2004 - 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
CAGR(2) |
|
EUR Mill. |
|
EUR Mill. |
|
|
EUR Mill. |
|
|
EUR Mill. |
|
|
EUR Mill. |
|
|
EUR Mill. |
|
|
(%) |
|
1,110,529 |
|
|
1,049,632 |
|
|
|
912,915 |
|
|
|
833,873 |
|
|
|
809,107 |
|
|
|
664,486 |
|
|
|
6.7 |
|
682,551 |
|
|
626,888 |
|
|
|
571,099 |
|
|
|
523,346 |
|
|
|
435,829 |
|
|
|
369,350 |
|
|
|
7.1 |
|
506,976 |
|
|
420,229 |
|
|
|
355,407 |
|
|
|
331,223 |
|
|
|
305,765 |
|
|
|
283,212 |
|
|
|
8.6 |
|
900,057 |
|
|
826,567 |
|
|
|
784,872 |
|
|
|
739,223 |
|
|
|
651,360 |
|
|
|
595,380 |
|
|
|
5.6 |
|
69,678 |
|
|
57,587 |
|
|
|
55,200 |
|
|
|
44,852 |
|
|
|
39,778 |
|
|
|
34,415 |
|
|
|
8.9 |
|
1,245,420 |
|
|
1,168,355 |
|
|
|
1,063,892 |
|
|
|
1,000,996 |
|
|
|
961,953 |
|
|
|
793,001 |
|
|
|
6.1 |
|
25,140 |
|
|
20,019 |
|
|
|
14,443 |
|
|
|
12,480 |
|
|
|
10,659 |
|
|
|
7,562 |
|
|
|
14.6 |
|
38,238 |
|
|
32,624 |
|
|
|
26,441 |
|
|
|
22,333 |
|
|
|
19,076 |
|
|
|
13,999 |
|
|
|
11.8 |
|
22,029 |
|
|
17,807 |
|
|
|
14,417 |
|
|
|
11,218 |
|
|
|
8,765 |
|
|
|
6,431 |
|
|
|
13.4 |
|
10,588 |
|
|
10,849 |
|
|
|
10,970 |
|
|
|
8,995 |
|
|
|
7,661 |
|
|
|
4,387 |
|
|
|
9.3 |
|
8,943 |
|
|
8,876 |
|
|
|
9,060 |
|
|
|
7,596 |
|
|
|
6,220 |
|
|
|
3,606 |
|
|
|
4.9 |
|
|
|
|
|
|
|
|
2009 |
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
CAGR(2) |
|
Euros |
|
Euros |
|
|
Euros |
|
|
Euros |
|
|
Euros |
|
|
Euros |
|
|
(%) |
|
1.05 |
|
|
1.22 |
|
|
|
1.33 |
|
|
|
1.13 |
|
|
|
0.93 |
|
|
|
0.68 |
|
|
|
(3.4 |
) |
0.60 |
|
|
0.63 |
|
|
|
0.61 |
|
|
|
0.49 |
|
|
|
0.39 |
|
|
|
0.31 |
|
|
|
6.9 |
|
11.550 |
|
|
6.750 |
|
|
|
13.790 |
|
|
|
13.183 |
|
|
|
10.396 |
|
|
|
8.512 |
|
|
|
(1.9 |
) |
95,043 |
|
|
53,960 |
|
|
|
92,501 |
|
|
|
88,436 |
|
|
|
69,735 |
|
|
|
57,102 |
|
|
|
4.4 |
|
|
|
|
|
|
283 |
General information
Banco Santander, S.A.
The parent group of Grupo Santander was established on 21 March 1857 and incorporated in its present form by a public deed executed in Santander, Spain,
on 14 January 1875, recorded in the Mercantile Registry of the Finance Section of the Government of the Province of Santander, on folio 157 and following, entry number 859. The Banks By-laws were amended to conform with current
legislation regarding limited liability companies. The amendment was registered on 8 June 1992 and entered into the Mercantile Registry of Santander (volume 448, general section, folio 1, page 1,960, first inscription of adaptation).
The Bank is also recorded in the Special Registry of Banks and Bankers 0049, and its fiscal identification number is A-390000013. It is a member of the Bank
Deposit Guarantee Fund.
Registered office
The Corporate
By-laws and additional public information regarding the Company may be inspected at its registered office at Paseo de la Pereda, numbers 9 to 12, Santander.
Operational headquarters
Santander Group City
Avda. de Cantabria s/n
28660 Boadilla del Monte
Madrid
Spain
General information
Telephone: 902 11 22 11
Telephone: 91 289 00 00
www.santander.com
This report was printed on ecologically
friendly paper and has
been produced using
environmentally friendly processes.
© March 2015, Grupo Santander
Photographs:
Miguel Sánchez Moñita, Lucía M. Diz,
Javier
Vázquez
Production:
MRM Worldwide
Printing:
Alborada
Legal deposit:
Shareholders Office
Santander Group City
Edificio Marisma, Planta Baja
Avenida de Cantabria, s/n.
28660 Boadilla del Monte
Madrid
Spain
Telephones: +34 91 276 92 90
Relations with investors y
analysts
Santander Group City
Edificio Pereda, 1ª
planta
Avda. de Cantabria s/n
28660 Boadilla del Monte
Madrid
Spain
Telephone: +34 91 259 65 14
Customer attention department
Santander Group City
Avda. de Cantabria s/n
28660 Boadilla del Monte
Madrid
Spain
Telephone: 91 257 30 80
Fax: 91 254 10 38
[email protected]
Ombudsman
Mr José Luis Gómez-Dégano,
Apartado de Correos 14019
28080 Madrid
Spain
At Banco Santander, we take advantage of
new communications technologies and the
social networks to
improve dialogue with our
stakeholders.
|
|
|
284 |
|
|
Exhibit 3
|
|
|
|
|
|
|
Report of the audit committee 2014 |
|
|
4 |
|
|
|
Report of the appointments committee 2014 |
|
|
13 |
|
|
|
Report of the remuneration committee 2014 |
|
|
21 |
|
|
|
Report of the risk supervision, regulation and compliance committee 2014 |
|
|
55 |
|
|
|
|
|
|
|
|
|
|
3 |
Report of the audit committee 2014
|
|
|
|
|
1 |
|
2 |
|
3 |
|
|
|
Introduction |
|
Activities during 2014 |
|
Conclusion |
|
|
|
|
|
2.1 Financial information |
|
|
|
|
|
|
|
2.2 Auditor |
|
|
|
|
|
|
|
2.3 Internal audit |
|
|
|
|
|
|
|
2.4 The Groups internal control systems |
|
|
|
|
|
|
|
2.5 Information for the meeting and
institutional documentation for financial year 2014 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE AUDIT COMMITTEE |
1. Introduction
Regulation
The
Banks audit committee was created in 1986, with significant progress since that time with respect to both its duties and its operation.
The
committee is regulated by articles 53 of the Bylaws and 16 of the Rules and Regulations of the Board1. In addition, articles 27 and 35 of its Rules and Regulations contain specific provision
regarding certain aspects of its activities.
The risk supervision, regulation and compliance committee, created in June 2014, has assumed a portion of
the duties until then attributed to the audit committee2.
Duties
The duties of the audit committee include the following:
|
|
|
Have its chairman and/or secretary report to the shareholders at the general shareholders meeting with respect to matters raised therein by shareholders regarding its powers. |
|
|
|
Propose the appointment of the auditor, as well as the conditions on which such auditor will be hired, the scope of the its professional duties and, if applicable, the revocation or non-renewal of its appointment. The
committee shall favour the Groups auditor also assuming responsibility for auditing the companies making up the Group. |
|
|
|
Review the accounts of the Company and the Group, monitor compliance with legal requirements and the proper application of generally accepted accounting principles, and report on the proposals for alterations to the
accounting principles and standards suggested by management.
|
|
|
|
Supervise the internal audit function, and particularly: |
|
i. |
Proposing the selection, appointment and withdrawal of the party responsible for internal audit; |
|
ii. |
Reviewing the annual working plan for internal audit, for its subsequent review and approval by the board, and the annual activities report; |
|
iii. |
Ensuring the independence and effectiveness of the internal audit function; |
|
iv. |
Proposing the budget for this service; |
|
v. |
Receiving periodic information regarding the activities thereof; and |
|
vi. |
Verifying that senior management takes into account the conclusions and recommendations of its reports. |
|
|
|
Supervise the process for gathering financial information and the internal control systems. In particular, the audit committee shall: |
|
i. |
Supervise the process of preparing and presenting the regulated financial information relating to the Company and the Group, as well as its integrity, reviewing compliance with regulatory requirements, the proper
demarcation of group consolidation and correct application of accounting standards. |
|
ii. |
Supervise the effectiveness of the systems for internal monitoring, reviewing them periodically, so that the principal risks are identified, managed and properly disclosed. |
|
iii. |
Discuss with the external auditor any significant weaknesses detected in the internal control system during the course of the audit. |
|
|
|
Serve as a channel of communication between the board and the auditor, assess the results of each audit and the response of the management team to its recommendations, and act as a mediator in the event of disagreement
between the board and the auditor regarding the principles and standards to be applied in the preparation of the financial statements. Specifically, it shall endeavour to ensure that the statements ultimately drawn up by the board are submitted to
the shareholders at the general shareholders meeting without any qualifications or reservations in the auditors report.
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1. |
The Bylaws and the Rules and Regulations of the Board of Banco Santander are published on the Groups website (www.santander.com). |
2. |
Pages 54 to 61 of this document contain detailed information on the regulation and duties of the risk supervision, regulation and compliance committee, as well as its activities during 2014. |
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5 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE AUDIT COMMITTEE 1.
INTRODUCTION |
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Supervise the fulfilment of the audit contract, endeavouring to ensure that the opinion on the financial statements and the main contents of the auditors report are set forth in a clear and accurate fashion.
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Ensure the independence of the auditor, by taking notice of those circumstances or issues that might risk such independence and any others related to the development of the auditing procedure, as well as receive
information and maintain such communication with the auditor as is provided for in legislation regarding the auditing of financial statements and in technical auditing regulations. And, specifically, verify the percentage represented by the fees
paid for any and all reasons of the total income of the audit firm, and the length of service of the partner who leads the audit team in the provisions of such services to the Company. The annual report shall set forth the fees paid to the audit
firm, including information relating to the fees paid for professional services other than audit work. |
In any event, the
audit committee should receive annually from the external auditor written confirmation of the latters independence versus the Company or institutions directly or indirectly linked to the Company, as well as information on any type of
additional services provided to such institutions by the aforementioned auditor or by persons or institutions related to the latter, as stipulated in External Auditing Act 19/1988, of 12 July .
Likewise, prior to the issuing of the external auditors report, the committee shall issue annually a report expressing an opinion on
the independence of the external auditor. In any event, such report should make a statement as to the providing of the additional services referred to in the preceding paragraph.
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The committee shall ensure that the Company publicly communicates a change of auditor and accompanies such communication with a declaration regarding the possible existence of disagreements with the outgoing auditor
and, if any, regarding the content thereof and, in the event of the resignation of the auditor, the committee shall examine the circumstances causing it. |
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Report to the board, in advance of the adoption by it of the corresponding decisions, regarding: |
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i. |
The financial information that the Company must periodically make public, ensuring that such information is prepared in accordance with the same principles and practices applicable to the annual financial statements.
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ii. |
The creation or acquisition of equity interests in special purpose entities or entities domiciled in countries or territories that are considered to be tax havens.
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Know and, if applicable, respond to the initiatives, suggestions or complaints put forward or raised by the shareholders regarding the area of authority of this committee and which are submitted to it by the office of
the general secretary of the Company. The committee shall also: |
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i. |
Receive, deal with and keep a record of the claims received by the Bank on matters related to the process for gathering financial information, auditing and internal controls. |
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ii. |
Receive on a confidential and anonymous basis possible communications from Group employees who express their concern on possible questionable practices in the areas of accounting or auditing. |
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Receive information from the person responsible for the Companys taxation matters on the tax policies applied, at least prior to the drawing-up of the annual accounts and the filing of the Corporate Tax return,
and where relevant, on the tax consequences of transactions or matters submitted to the board of directors or the executive committee for approval, unless such bodies have been informed directly, in which case this will be reported to the committee
at the first subsequent meeting held by it. The audit committee shall transfer the information received to the board of directors |
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Evaluate, at least once a year, its operation and the quality of its work. |
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And the others specifically provided for in these rules and regulations. |
Composition of the committee and
attendance at its meetings in 2014
At the date hereof, the composition of the audit committee is as follows
Chairman:
Mr Guillermo de la Dehesa Romero4
(vice-chairman of the board)
Members:
Mr Carlos González Fernández
Mr Ángel Jado Becerro de Bengoa
Ms Isabel Tocino
Biscarolasaga
Mr Juan Miguel Villar Mir5
General secretary:
Mr Ignacio Benjumea Cabeza de
Vaca
Mr Rodrigo Echenique Gordillo submitted his resignation from the position of committee member effective 23 April 2014, as he ceased to hold
the status of independent director.
The board of directors, at its meeting of 25 November, resolved to put on the record the resignation from the
positions of director and committee member of Mr Fernando de Asúa Álvarez and Mr Abel Matutes Juan effective 12 and 18 February 2015, respectively.
3. |
Now Royal Legislative Decree 1/2011 of 1 July, restated text of the External Auditing Act. |
4. |
The re-election of Mr Guillermo de la Dehesa Romero as a director is expected at the 2015 annual general shareholders meeting . If re-elected, he will be considered a non-executive but not independent director,
given that he had held the position of director for more than 12 years. In addition, Mr de la Dehesa will cease to be a member of this committee. |
5. |
Member of the committee at the date of this report. He will replace Mr Guillermo de la Dehesa Romero as chairman of the committee on the occasion of the ordinary general meeting 2015. |
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6 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE AUDIT COMMITTEE 1.
INTRODUCTION |
The five directors sitting on the audit committee are independent non-executive.
As provided in its regulations, the committee meets as many times as it is called to meeting by resolution of the committee itself or of its chairman, and at
least four times a year.
In 2014, the committee held 13 meetings.
The attendance of committee members at the meetings of the audit committee during 2014 was as follows:
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Number of meetings and attendance |
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Mr Guillermo de la Dehesa Romero |
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13/13 |
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Mr Fernando de Asúa Álvarez1 |
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13/13 |
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Mr Rodrigo Echenique Gordillo2 |
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4/4 |
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Mr Abel Matutes Juan3 |
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12/13 |
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1. |
Resigned as a member of the committee effective 12 February 2015. |
2. |
Resigned as a member of the committee effective 23 April 2014. |
3. |
Resigned as a member of the committee effective 18 February 2015. |
During 2014, each of the directors who
are members of the audit committee devoted an average of approximately 65 hours to preparing and participating in the meetings thereof.
The function of
secretary of the committee, who has the right to be heard but does not have the right to vote, is performed by the secretary of the board of directors, who is the general secretary of the Bank, which facilitates a fluid and effective relationship
with the various units of the Group that must cooperate with or provide information to the committee.
Operation of the committee
The Rules and Regulations of the Board provide that meetings of the committee shall be validly held when at least one-half of its members are present in person
or by proxy, and resolutions must be adopted upon a majority vote of those present. Proxies may be granted to another member, but no proxy may represent more than two members.
Minutes of the meetings of the audit committee must be drawn up and made available to all members of the board (article 16.8 of the Rules and Regulations of
the Board).
The committee is authorised to request the assistance of experts, in which case the provisions specially set forth in article 27 of the Rules
and Regulations of the Board apply.
Article 16.6 of the Rules and Regulations of the Board provides that the committee may require that any employee of
the Bank, including members of management, as well as the auditor, attend its meetings.
As arises from the activities report below, the committee
maintains fluid and permanent contact with the auditor and the Groups management team, and the head of financial accounting and the head of internal audit regularly attend its meetings.
Self-evaluation
As required by article 16.4.m) of the Rules and Regulations of the Board, the members of the audit committee conducted their self-evaluation at the meetings of
19 and 23 February 2015, at which the operation of the committee and the discharge of the duties assigned to it by the Bylaws of the Bank and the Rules and Regulations of the Board were assessed.
As a result thereof, the committee expressed its firm belief that it discharges its responsibilities satisfactorily, given that a sufficiently high number of
meetings was held, with agendas covering all areas to be reviewed by it and extensive presentations on the various issues dealt with, all within the framework of open and unrestricted debate.
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7 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE AUDIT COMMITTEE |
2. Activities during 2014
This section provides a summary of the activities of the audit committee during financial year 2014, grouping
them according to the committees basic duties. The chart below shows the approximate amount of time devoted to each area of responsibility at the meetings held by the committee during financial year 2014.
Approximate time dedicated to each duty
2.1 Financial information
The committee particularly focused on the review of the annual accounts of the Bank and the Group prior to the review carried out by the board of directors and
the dissemination of such accounts, as well as on the review of the quarterly financial statements and the other information made available to the market or to supervisory bodies during the financial year.
Heads of the Groups general financial accounting and management control division attended 12 of the 13 meetings held by the committee during financial
year 2014, which enabled the committee to become apprised, sufficiently in advance, of the process of preparation and consolidation of the quarterly financial statements and the individual and consolidated annual accounts, as well as to verify the
conformity thereof to applicable regulations and accounting principles and thus ensure that such statements fairly present the shareholders equity and the changes therein, the financial condition and the results of the Bank and the Group for
the period.
At the meetings held on 23 April, 22 July and 20 October 2014, and at that held on
14 January 2015, the committee reported favourably on the financial statements at 31 March, 30 June, 30 September and 31 December 2014, respectively, prior to their approval by the board and their release to the markets and
to the supervisory bodies. In the Groups quarterly financial statements, it is expressly set forth that the committee has ensured that the information is prepared in accordance with the same principles and practices used for preparation of the
annual accounts.
As regards the annual accounts and the management report for financial year 2014, which will be submitted to the shareholders at the
2015 annual general shareholders meeting scheduled to be held on 26 or 27 March 2015 on first or second call, respectively, the committee, at its meetings of 19 and 23 February 2015, reported favourably on the content thereof after
the corresponding review and before the board approved them at its meeting of 23 February 2015 following certification by the Groups head of financial accounting.
In compliance with the Good Tax Practices Code, to which the Bank has adhered since 2010, at its meetings of 19 and 23 February 2015, prior to the
approval of the annual accounts by the board, the committee was informed by the Groups head of the tax division regarding the tax policies to be followed thereby in Spain during financial year 2015.
At its meeting of 10 February 2014, the committee favourably reported on the information of prudential relevance document that had been prepared in
compliance with requirements on disclosure of information by article 85 of Law 10/2014, which is a transposition into Spanish law of Pillar III, on market discipline of Basel III and CRD IV Directive.
During financial year 2014, the committee also reported favourably on the Groups annual report, the annual corporate governance report, the share
registration document and what is known as the Form 20-F annual report, which must be filed with the U.S. Securities and Exchange Commission (SEC).
At
the committee meeting of 23 April 2014, the auditor reported on the conclusions of the review of the 20-F report for financial year 2013, performed in accordance with the standards issued by the Public Company Accounting Oversight Board
(PCAOB), without including any qualifications in the auditors report regarding the Groups financial statements or internal control systems. The Form 20-F was recorded with the SEC on 29 April
2014.
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8 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE AUDIT COMMITTEE 2. ACTIVITIES
DURING 2014 |
At the audit committees meeting of 22 July, the Groups head of financial accounting made a
presentation regarding the comprehensive assessment by the European central Bank of 128 European banks covering three financial years - risk assessment exercise (RAS), asset quality review (AQR) and stress test-.
In the risk assessment exercise (RAS), covering the period between January and May, there was a quantitative and qualitative assessment of the main risks of
each entity, including liquidity, leverage and financing. In the asset quality review (AQR), covering the period between January and October, they reviewed the classification of the assets in the balance sheet, the valuation thereof, and collateral
and related provisions. The stress test was ultimately intended to assess the resilience of the entities balance sheets, establishing capital adequacy thresholds for baseline and adverse scenarios of 8% and 5.5%, respectively, of tier 1 common
capital (CET1).
These exercises entailed a review of 17 credit and foreclosed property portfolios. By segment, 6 corresponded to retail portfolios, 10 to
corporates, and 1 to real property.
The results, which have shown the strengths of the Group and better performance than the competition, ended with an
insignificant adjustment in CET1 (4 b.p.) for the AQR, which reflects the proper valuation and classification of the assets, as well as an appropriate level of provisions associated therewith. In the baseline scenario, Santander increases 1.6
percentage points in CET1, to 12%, which reflects its ability to generate capital, and in the adverse scenario the CET1 decreases by 140 basis points, which shows the resistance of the model to unfavourable environments. In the adverse scenario, the
2016 CET1 is 9%, with a surplus of 19,456 million euros over the required minimum.
2.2 Auditor
At its meeting of 10 February 2014, the committee unanimously decided to propose to the board of directors of the Bank the inclusion on the agenda for the
annual general shareholders meeting of 2014 the re-election of Deloitte, S.L. as auditor for the verification of the annual accounts and the management reports of the Bank and the Group for financial year 2014. The board of directors submitted
such proposal to the shareholders at the aforementioned meeting, whereat it was approved upon the favourable vote of 94.233% of the capital present in person and by proxy.
Therefore, Deloitte, S.L. was the auditor of the individual and consolidated accounts of the Santander Group during financial year 2014.
The Rules and Regulations of the Board favour the auditor also being the auditor of the various subsidiaries (article 16.4.b)), provided that there are no
specific reasons that counsel otherwise, in order to ensure proper coordination and achieve a more efficient audit process.
The auditor has been present
at 11 of the 13 meetings held by the audit committee during 2014, which has allowed it to properly perform the duty established in the Rules and Regulations of the Board to serve as a channel of communication between the board and the auditor.
Additionally, the auditor reported to the full board on two occasions during the past financial year.
During the meetings held by the committee in 2014, the auditor provided detailed information regarding the
planning of and progress on its work. With the assistance of the auditor, the committee reviewed the audit reports on the individual and consolidated accounts for financial year 2014.
In the committees opinion, the annual accounts for the financial year ended on 31 December 2014 have been prepared following a standard of prudence
and present fairly, in all material respects, the assets and financial condition of the Bank and the consolidated Group as of such date, as well as the results of their operations and the changes in shareholders equity and cash flows in
financial year 2014, and contain such information as is necessary for the proper interpretation and understanding thereof. Such individual and consolidated annual accounts have been audited by the auditor, which has issued its audit reports without
qualification. Furthermore, and in the committees opinion, the individual management report and the management report of the consolidated Group for financial year 2014 include a review of the performance of the business, the corporate results
and the position of the Bank and of the Group, together with a description of the main risks and uncertainties they face. The committee obtained from the auditor its confirmation that it had full access to all the required information and that it
received adequate cooperation from the Group teams in the performance of its audit work.
The fees for services rendered by the worldwide Deloitte
organisation to Group companies in 2014 were as follows:
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Millions of euros |
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Audit fees |
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44.2 |
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Audit-related fees |
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31.1 |
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Tax fees |
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6.6 |
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All other fees |
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8.0 |
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Total |
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89.9 |
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A breakdown of the main items included in the audits is shown below:
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Millions of euros |
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Audit of the financial statements of the companies audited by Deloitte |
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28.3 |
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Of which: |
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Santander UK plc |
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5.8 |
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Santander Holding USA, Ink./Santander Consumer USA |
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5.7 |
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Banco Santander (Brasil) S.A. |
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1.8 |
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Audit of the Banks separate and consolidated financial statements |
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2.1 |
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Other audit engagements |
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15.9 |
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Of which: |
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Internal control audit (SOX) and capital audit (Basel) |
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6.9 |
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Audit of the Groups half-yearly financial statements |
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6.0 |
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Issue of comfort letters |
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3.0 |
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Audit fees |
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44.2 |
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9 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE AUDIT COMMITTEE 2. ACTIVITIES
DURING 2014 |
A breakdown of the main items included in the services related to the audit is also shown below:
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Millions of euros |
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Other recurring engagements and reports required by the various national supervisory bodies of the countries in which the Group
operates |
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8.8 |
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Limited reviews and other reports required by the Group due to its listing in Brazil |
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5.3 |
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Non-recurring reviews required by regulators |
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0.6 |
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Due diligence audits and other reviews |
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1.7 |
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Issuance of other attest reports |
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4.0 |
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Reviews of procedures, data and controls and other checks |
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10.7 |
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Total audit-related fees |
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31.1 |
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The audit committee believes that there are no objective reasons to question the independence of the auditor. For such
purposes, and pursuant to existing legislation and the standards established in the various relevant international documents in order to assess the effectiveness of the external audit function, such committee:
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1. |
Has reviewed the services of the auditor, both with regard to audit services and for the audit, tax and other services mentioned previously, verifying that the services arranged with the Groups auditors comply
with the independence requirements prescribed by Legislative Royal Decree 1/2011, of 1 July, approving the Consolidated Audit Act, as well as the Sarbanes-Oxley Act of 2002 adopted by the Securities and Exchange Commission (SEC) and the Rules
and Regulations of the Board. |
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2. |
Has verified the ratio between the fees received by the auditor during the financial year for non-audit services and audit-related services, and the total amount of the fees received by the auditor for all its services,
with such ratio being 16.2%. |
By way of reference and in accordance with the information available regarding the principal
institutions with shares listed on organised markets, the average fees paid to their auditors during financial year 2014 for non-audit services and audit-related services were 22% of the total fees.
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3. |
Has verified the percentage of fees paid for all items in relation to the total revenue of the audit firm. For the worldwide Deloitte organization, this ratio is less than 0.3% of its total revenue. |
In view of all of the foregoing, at such meetings of 19 and 23 February 2015, the committee issued a report expressing a favourable opinion regarding the
independence of the auditor, passing upon, among other things, the provision of the additional services referred to in the preceding paragraph.
The
aforementioned report, issued prior to the audit report, has the content established in article 529 quarterdecies of the Companies Act.
2.3 Internal audit
Pursuant to article 53 of the Bylaws and article 16.4.d) of the Rules and Regulations of the Board, the audit committee supervises the Groups internal
audit function.
In the performance of this duty, the committee is responsible for: (i) proposing the selection, appointment, and withdrawal of the
party responsible for internal audit; (ii) reviewing the annual working plan for internal audit and the annual activities report, for subsequent review and approval by the board; (iii) ensuring the independence and effectiveness of the
internal audit function; (iv) proposing the budget for this service; v) receiving periodic information regarding its activities; and (vi) verifying that senior management takes into account the conclusions and recommendations of its
reports.
The Groups head of internal audit reported to the committee at its 23 January 2014 meeting on the planning for the year.
Representatives from the internal audit division attended 11 of the 13 meetings held by the audit committee in 2014.
At its meetings of 20 and 21 October, the audit committee and the appointments committee resolved to propose to the board the appointment of Mr Juan
Guitard Marín as the new head of the internal audit division, to replace Mr José Doncel Razola, who now heads the financial accounting and control division. The board of directors approved said appointment at its meeting of
23 October 2014.
At the committees meeting of 20 February 2014, the head of internal audit services reported to the committee on the
methodological changes implemented at the Group with respect to ratings and recommendations. As to the former, once the audit was completed, global ratings as well as sub-ratings were given for the control and management of the risks evaluated. As
to the recommendations, two types were made: immediate recommendations and priority recommendations.
At its 23 January 2015 meeting, the committee
was informed of internal audit activities in 2014. At its meetings of 19 and 23 February 2015, the audit committee reviewed the annual working plan of the internal audit division for such financial year.
2.4 The Groups internal control systems
Sarbanes-Oxley
Act internal control model
Within the audit of the internal control model required under the Sarbanes-Oxley Act, the external auditor reviewed
the effectiveness of the Banks internal controls on the generation of the financial information contained in the annual consolidated accounts of the Group filed in the United States (20-F) as of 31 December 2013, concluding that in its
opinion, the Group maintained effective internal control over such financial information in all significant aspects.
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10 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE AUDIT COMMITTEE 2. ACTIVITIES
DURING 2014 |
Receipt of claims and reports regarding questionable accounting or auditing practices
The committee has assumed as one of its obligations the duty to receive, process and keep a record of the claims received by the Bank on matters related to the
process for issuing financial information, auditing and internal controls, as well as the duty to receive, on a confidential and anonymous basis, communications from Group employees who express their concern on possible questionable practices in the
areas of accounting or auditing.
No claims of this kind were received during 2014.
2.5 Information for the meeting and corporate documentation for financial year 2014
Information for the shareholders at the general shareholders meeting
At the annual general shareholders meeting held on 28 March 2014, Mr Guillermo de la Dehesa Romero, the vice-chairman of the board and chairman
of the audit committee, reported on the matters within the purview of the audit committee by making reference to the document that such committee had prepared on its activities in 2013. Such document had been presented by the committee at its
meeting of 10 February 2014.
Corporate documentation for financial year 2014
At its meetings of 19 and 23 February 2015, pursuant to the provisions of article 16.6 of the Rules and Regulations of the Board, the committee reviewed
the information that the board must approve and include in the annual public documentation.
The aforementioned documents include this report relating to
the activities carried out by the audit committee during 2014, which was presented by such committee at the meetings of 19 and 23 February 2015 and approved by the board of directors of the Bank at its meeting of 23 February 2015.
Pursuant to the provisions of the Good Tax Practices Code, Banco Santanders annual corporate governance report for financial year 2014 reflects
effective compliance by the Bank with such code.
In addition, the Groups annual report for financial year 2014 was reviewed by the committee at its
meetings of 19 and 23 February 2015 and approved by the board at its meeting of 23 February 2015.
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11 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE AUDIT COMMITTEE |
3. Conclusion
During financial year 2014, the audit committee has satisfactorily discharged the duties assigned thereto by the Bylaws and the Rules and Regulations of the
Board.
The committee was in continuous contact with the head of financial accounting, the head of internal audit and the heads of other divisions of the
Bank, as well as with the auditor, and was able to verify the quality and transparency of the Groups periodic financial information and the effectiveness of its internal control systems.
The committee has expressed its satisfaction with the work carried out by the internal audit services in performing their duty to supervise compliance with,
and effectiveness and efficiency of, the internal control systems as well as the reliability and quality of the Groups financial information.
The
proposal for appointment of the auditor, the monitoring of its work, the review of its conclusions and the evaluation of its independence by the committee have all complied with the policies in place. The positive conclusions of the auditor
regarding the financial statements of the Group and of the parent Bank confirm the quality of the Groups financial reporting and internal control systems mentioned above.
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12 |
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Report of the appointments committee 2014
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1 |
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2 |
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3 |
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Introduction |
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Activities during 2014 |
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Conclusion |
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2.1 Succession of the chairman |
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2.2 Renewal of the board and its
committees and description of the process of selecting the members thereof |
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2.3 Annual verification of the status of
directors |
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2.4 Evaluation of the suitability of the
directors |
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2.5 Appointment of members at the
Board committees |
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2.6 Participation in the boards self-
evaluation process |
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2.7 Appointment of the members of
senior management who are not directors |
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2.8 Training of directors and
information programme |
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2.9 Institutional documentation |
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2.10 Self-evaluation |
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2.11 Civil liability insurance |
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13 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE APPOINTMENTS COMMITTEE |
1. Introduction
Regulation
The
Bylaws contain the basic rules and regulations for the appointments committee, which are supplemented and further developed by the Rules and Regulations of the Board1, which define the
composition, operation and powers of the committee.
Under the provisions of article 54.1 of the Bylaws and article 17.10 of the Rules and Regulations of
the Board, at its meeting of 23 October 2014, the board of directors resolved to separate the appointments and remuneration committee into two committees. The appointments committee assumed the duties relating to appointments contained in
article 17.4 of the Rules and Regulations of the Board, and the remuneration committee assumed those included in article 17.5 of the Rules and Regulations of the Board, as well as, in both cases, any other duties corresponding thereto under
applicable law.
Duties
The powers of the appointments
committee may be grouped into the following basic categories:
1. |
Appointment and removal of directors and designation of positions on the board and the committees thereof |
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Propose and review the internal criteria and procedures to be followed in order to determine the composition of the board and to select those persons who will be proposed to serve as directors, as well as for the
continuous evaluation of directors. In particular, the committee: i) shall establish the knowledge and experience necessary for directors, likewise assessing the time and dedication required for appropriately carrying out the position; and ii) shall
receive for taking into consideration the proposals of potential candidates for the covering of vacancies that the directors, where applicable, may propose. |
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Prepare the proposals for appointment, re-election and ratification of directors and members of the committees of the board, as well as to positions on the board and its committees. |
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Where directors are to be re-elected or their appointments ratified, the committee shall submit a proposal containing an assessment of the work and actual dedication to the position during the last period of time in
which the proposed director held office. |
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Report to the board in advance in the cases in which the committee considers it appropriate for directors to place their position at the disposal of the board and offer their corresponding resignation due to the
occurrence of circumstances that could negatively affect the operation of the board or the good name and reputation of the Bank and, in particular, when they are involved in any of the instances of incompatibility or prohibition provided by law.
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Report on proposals for the appointment or removal of the secretary of the board, prior to the submission thereof to the board. |
2. |
Succession of the chairman and of the chief executive officer. Relieving or replacing other members of the board or its committees and positions on such bodies |
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Examine and organise in a planned way the process of succession or replacement in the event of dismissal, announcement of resignation, disability or death of members of the board or of committees thereof, or the
dismissal or announcement of resignation of the chairman of the board of directors or the chief executive officer, as well as other positions within such decision-making bodies, submitting a proposal to the board of directors. |
3. |
Annual verification of the status of directors |
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Annually verify the status of directors, for presentation by the board to the shareholders at the general shareholders meeting and for publication in the annual corporate governance report. |
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Report on the process of self-evaluation of the board and the members thereof. |
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Evaluate the operation and quality of work of the committee at least once per year. |
5. |
Duties of the directors |
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Ensure compliance with the duties of diligent management, loyalty, secrecy and inactivity provided for the directors in the Rules and Regulations of the Board. |
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Examine the information provided by the directors regarding their other professional duties and assess whether such other duties might interfere with the dedication required of directors. |
6. |
Appointment and removal of the members of senior management who are not directors |
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Prior to approval by the board, report on appointments and removals of executive vice presidents or persons holding similar positions. |
1. |
The committee is governed by article 54 of the Bylaws and article 17 of the Rules and Regulations of the Board. Articles 21, 23, 24, 27 and 30 of said Rules and Regulations specifically regulate certain aspects of its
activities. The Bylaws and the Rules and Regulations of the Board of Banco Santander are published on the Groups website (www.santander.com). |
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14 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE APPOINTMENTS COMMITTEE 1.
INTRODUCTION |
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Propose and review the internal procedures for the selection and on-going evaluation of the executive vice presidents or persons holding similar positions, as well as reporting on the results of the evaluation.
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7. |
Appointment and removal of other members of management whose activities might have an impact on the Groups assumption of risks |
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Propose and review the internal procedures for the selection and on-going evaluation of the employees responsible for internal control duties and occupying key positions for the daily performance of the banks
activities, as well as reporting on the appointment and withdrawal and the on-going evaluation thereof. |
Composition of the committee and
attendance at its meetings in 2014
At the date hereof, the composition of the appointments committee is as follows
Chairman:
Mr Bruce Carnegie-Brown (vice-chairman of the
board and lead director)
Members:
Mr Guillermo
de la Dehesa Romero2 (vice-chairman of the board)
Ms Sol Daurella Comadrán
Mr Carlos Fernández González
Mr Ángel Jado
Becerro de Bengoa
General secretary:
Mr Ignacio Benjumea Cabeza de Vaca
The Bylaws and the
Rules and Regulations of the Board3 provide that the appointments committee may only be comprised of non-executive directors and that its chairman must be an independent director. All members of
the committee are independent non-executive directors.
The board of directors, at its meeting of 25 November, took notice of the resignations from
the positions of director and member of this committee of Mr Fernando de Asúa Álvarez and Mr Abel Matutes Juan, the former who was also its chairman.
All of the directors who are members of the appointments committee have a demonstrated capacity to carry out their duties on such committee due to their
banking experience and knowledge.
The secretary of the appointments committee is the general secretary and secretary of the board of directors.
The appointments committee meets as many times as it is called to meeting by resolution of the committee itself
or of its chairman, and at least four times a year. During 2014, it met on five occasions. Prior to the separation of the appointments and remuneration committee, it met on twelve occasions during 2014.
Attendance at meetings of the appointments committee4 in 2014 was as follows:
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Number of meetings and attendance1 |
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Mr Fernando de Asúa Álvarez2 |
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17/17 |
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Mr Guillermo de la Dehesa Romero |
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17/17 |
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Mr Rodrigo Echenique Gordillo3 |
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17/17 |
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Mr Abel Matutes Juan4 |
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17/17 |
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1. |
The data is the result to the sum of the assists, first to the appointments and remuneration committee and then to the appointments committee. |
2. |
Resigned as a director on 12 February 2015. |
3. |
Resigned as a member of the committee effective 16 January 2015. |
4. |
Resigned as a member of the committee effective 18 February 2015. |
The average time devoted by each of
these directors to preparing and participating in the meetings held during 2014 was approximately 15 hours.
The chart below shows the approximate amount
of time devoted to each area of responsibility at the meetings held by the committee during financial year 2014.
Approximate time dedicated to each duty%
In the preceding chart, the section on corporate governance includes the estimated time devoted by the committee to
reviewing and preparing the documents relating to such matter, to reporting on proposed amendments of the Bylaws and the Rules and Regulations for the General Shareholders Meeting, to the annual verification of the status of the directors (as
executive, proprietary, independent or other) and to reviewing the information provided by the directors regarding their other professional duties in order to assess whether they might interfere with the dedication required of them for the effective
performance of their work at Banco Santander, among other things.
Operation of the committee
The committee is authorised to request the assistance of experts, subject to the provisions of the Rules and Regulations of the Board.
Minutes are taken of the meetings of the appointments committee, a copy of which is made available to all of the directors.
2. |
Mr Guillermo de la Dehesa Romero will continue to be considered an independent non-executive director until the completion of his term at the next general shareholders meeting, and if re-elected at such time
will be considered a non-executive director who is neither proprietary or independent due to having been in the position for more than 12 years at the expiration of his term. It is expected that Mr de la Dehesa continue to be a member of this
committee. |
3. |
The composition of the appointments committee is regulated by articles 54 of the Bylaws and 17 of the Rules and Regulations of the Board. |
4. |
In accordance with the provisions of article 54.1 of the Bylaws and article 17.10 of the Rules and Regulations of the Board, at its meeting of 23 October 2014 the board of directors unanimously resolved to separate
the appointments and remuneration committee into two committees, which until that date had met on 12 occasions with an average dedication of approximately 36 hours per director to prepare and participate in the meetings. The appointments committee
has assumed the duties relating to appointments contained in article 17.4 of the Rules and Regulations of the Board, and the remuneration committee has assumed those included in article 17.5 of the Rules and Regulations of the Board, as well as, in
both cases, any other duties corresponding thereto under applicable law. |
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15 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE APPOINTMENTS COMMITTEE |
2. Activities during 2014
2.1 Succession of the chairman
After the death on 9 September of the chairman Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, the Banks board of
directors unanimously resolved to appoint Ms Ana Botín-Sanz de Sautuola y OShea as executive chairman of the Bank at its meeting of 10 September 2014.
At its meeting of 10 September, the appointments committee proposed such appointment pursuant to the provisions of article 24 of the Rules and
Regulations of the Board. Having analysed the suitability of Ms Botín, the appointments committee found that she was the most appropriate person for the position, given her personal and professional qualities, her experience, her career
within the Group and her unanimous national and international recognition.
The new chairman also assumed the chairmanship of the executive committee, of
the international committee and of the innovation and technology committee (previously, technology, productivity and quality committee).
2.2 Renewal of
the board and its committees and description of the process of selecting the members thereof
Renewal of other members of the board and its committees
At its meeting of 21 November 2014, the committee proposed the following appointments, which were approved by the board at its meeting of
25 November 2014:
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Mr Bruce Carnegie-Brown, as vice-chairman, independent director and lead independent director. |
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Ms Sol Daurella Comadrán and Mr Carlos Fernández González, as independent directors. |
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Mr Rodrigo Echenique Gordillo, as vice-chairman of the Bank. |
The new independent directors filled the
vacancies created by the death of Mr Emilio Botín-Sanz de Sautuola y García de los Ríos as well as by the resignations of Mr Fernando de Asúa Álvarez and Mr Abel Matutes Juan. On 25 November
2014, also at the proposal of the committee, the board of directors appointed Mr José Antonio Álvarez Álvarez as chief executive officer, to replace Mr Javier Marín Romano.
At its meeting of 16 January 2015, the board of directors had approved the appointment of Mr Rodrigo
Echenique Gordillo, vice-chairman of the board, as an executive director thereof with responsibility for the compliance function in accordance with the regulatory recommendations on corporate governance, also assuming the duties assigned to him by
the chairman of the Bank.
At its meetings of 20 and 23 February 2015, the committee proposed to submit to the shareholders at the next general
shareholders meeting the re-election as directors of Mr Juan Rodríguez Inciarte, Mr Matías Rodríguez Inciarte, Mr Juan Miguel Villar Mir and Mr Guillermo de la Dehesa Romero, the first two as executive
directors, the third as independent non-executive director and the last as non-executive director (neither proprietary nor independent).
The committee
also proposed to submit to the shareholders at the next general shareholders meeting the ratification of the appointments of Mr José Antonio Álvarez Álvarez, Mr Bruce Carnegie-Brown, Ms Sol Daurella
Comadrán and Mr Carlos Fernández González, the first as executive director and the other three as independent directors. In the case of Mr Carlos Fernández González, the committee also proposed his
re-election for a term of three years. The above proposals were approved by the board at its meeting of 23 February 2015.
Process of selecting
new directors and the chairman of the risk supervision, regulation and compliance committee
Due to the vacancies left on the board by the death of the
former chairman, Mr Emilio Botín Sanz de Sautuola y García de los Ríos, and the resignations from their posts and other positions on the board presented by the independent directors Mr Fernando de Asúa
Álvarez and Mr Abel Matutes Juan, the appointments committee commenced a process to select new directors, with the assistance of the firm Russell Reynolds Associates, which engaged in the search process based on an evaluation of the
skills of the board (using a skill map) to determine the profiles that would optimise the strategic objectives of the Group.
Various candidates were
considered for each vacancy.
Pursuant to an analysis of competencies and diversity, the skills sought to be strengthened on the board were those relating
to the following matters: business knowledge beyond banking, new technologies; strategy, international experience, and range of nationalities, and, lastly, diversity (particularly the number of women). Based on all of the foregoing, the committee
proposed to the board the appointment as independent directors of Mr Bruce Carnegie-Brown, Ms Sol Daurella Comadrán and Mr Carlos Fernández González, whose profiles can be seen in the Groups annual report.
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16 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE APPOINTMENTS COMMITTEE 2.
ACTIVITIES DURING 2014 |
In selecting Mr José Antonio Álvarez Álvarez as CEO, the appointments committee considered
several candidates, concluding that the then executive vice president in charge of the financial management and investor relations division of Grupo Santander was the most suitable person for this position.
2.3 Annual verification of the status of directors
Pursuant to
article 6.3 of the Rules and Regulations of the Board, the appointments committee verified the status of each director at its meetings of 20 and 23 February 2015. Its proposal, which was submitted to the board of directors, which approved it at
the boards meeting of 23 February 2015, was the following:
i. |
Executive directors: Ms Ana Botín-Sanz de Sautuola y OShea, Mr José Antonio Álvarez Álvarez, Mr Matías Rodríguez Inciarte, Mr Rodrigo Echenique
Gordillo and Mr Juan Rodríguez Inciarte. |
ii. |
Proprietary non-executive director: Mr Javier Botín-Sanz de Sautuola y OShea. This classification is based on the definition contained in article 6.2.b) of the Rules and Regulations of the Board, which
specifies that external or non-executive directors who hold or represent shareholdings equal to or greater than the one legally considered as significant, or who have been designated for their condition as shareholders despite their shareholdings
not reaching the threshold to be considered significant, as well as anyone representing such shareholders, shall be considered proprietary directors. |
iii. |
Independent non-executive directors Mr Bruce Carnegie-Brown, Ms Sheila C. Bair, Mr Guillermo de la Dehesa Romero5, Ms Sol Daurella
Comadrán, Mr Carlos Fernández González, Ms Esther Giménez-Salinas i Colomer, Mr Ángel Jado Becerro de Bengoa, Ms Isabel Tocino Biscarolasaga and Mr Juan Miguel Villar Mir.
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For all of the foregoing reasons, the board currently consists of 15 members, of which five are executive and 10 are non-executive. Of the
latter, nine are independent and one is proprietary.
5. |
Mr Guillermo de la Dehesa Romero will continue to be considered an independent non-executive director until the completion of his term at the next general shareholders meeting, and if re-elected at such time
will be considered a non-executive director who is neither proprietary or independent due to having been in the position for more than 12 years at the expiration of his term. |
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17 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE APPOINTMENTS COMMITTEE 2.
ACTIVITIES DURING 2014 |
2.4 Evaluation of the suitability of the directors
Pursuant to the provisions of Act 10/2014, of 26 June, on the organisation, supervision and solvency of credit institutions, Royal Decree 84/2015, of
13 February, by which the Act 10/2014 is developed, and in accordance with the internal on-going selection and evaluation procedure approved by the board at its meeting of 24 June 2013, the committee has evaluated the members of the board,
the executive vice presidents or persons holding similar positions, those responsible for internal control functions and those responsible in key positions for the daily performance of the banking activity of the Group (366 people in total at
year-end 2014), concluding that they demonstrate commercial and professional integrity, as well as having suitable knowledge and experience to perform their duties. Likewise, the committee found that the members of the board are capable of carrying
out good governance of the Bank and have sufficient professional experience in the management of credit institutions and effective capacity to make independent and autonomous decisions for the benefit of the Bank.
2.5 Appointment of members at the Board committees
At the
proposal of the committee, and a result of the appointments and cessations described in section 2.3 above, the board has resolved to modify the composition of its committees, which will be comprised by the directors mentioned below for each of its
committees:
Executive committee
Chairman:
Ms. Ana Botín-Sanz de Sautuola y OShea.
Members: Mr José Antonio Álvarez Álvarez, Mr Matías Rodríguez
Inciarte, Mr Rodrigo Echenique Gordillo, Mr Guillermo de la Dehesa Romero, Mr Bruce Carnegie-Brown and Ms Isabel Tocino Biscarolasaga.
General secretary:
Mr Ignacio Benjumea Cabeza de Vaca.
Executive risk committee
Chairman: Mr Matías Rodríguez Inciarte.
Members:
Mr Rodrigo Echenique Gordillo, Mr José Antonio Álvarez Álvarez, Mr Ángel Jado Becerro de Bengoa, Mr Juan Rodríguez Inciarte and Ms Isabel Tocino Biscarolasaga.
General secretary: Mr Ignacio Benjumea Cabeza de Vaca.
Audit committee
Chairman: Mr Guillermo de la Dehesa Romero.
Members: Mr Juan
Miguel Villar Mir (who would also chair the committee from 27 March 2015, replacing Mr Guillermo de la Dehesa, who would step down as a member and chairman of the latter following his re-election as a director by shareholders at the general
meeting, henceforth ceasing to have independent status), Mr Carlos González Fernández, Mr Ángel Jado Becerro de Bengoa and Ms Isabel Tocino Biscarolasaga.
General secretary: Mr Ignacio Benjumea Cabeza de Vaca.
Appointments committee
Chairman: Mr Bruce
Carnegie-Brown.
Members: Mr Guillermo de la Dehesa Romero, Ms Sol Daurella Comadrán, Mr Carlos Fernández González and Mr
Ángel Jado Becerro de Bengoa.
General secretary: Mr Ignacio Benjumea Cabeza de Vaca.
Remuneration committee
Chairman: Mr Bruce
Carnegie-Brown.
Members: Mr Guillermo de la Dehesa Romero, Ms Sol Daurella Comadrán, Mr Ángel Jado Becerro de Bengoa and Ms Isabel Tocino
Biscarolasaga.
General secretary: Mr Ignacio Benjumea Cabeza de Vaca.
Risk, regulation and compliance supervision committee
Chairman Mr Bruce Carnegie-Brown.
Members: Mr Guillermo de la
Dehesa Romero, Ms Sheila C. Bair, Mr Carlos Fernández González, Mr Ángel Jado Becerro de Bengoa, Ms Isabel Tocino Biscarolasaga and Mr Juan Miguel Villar Mir.
General secretary: Mr Ignacio Benjumea Cabeza de Vaca.
International committee
Chairman: Ms. Ana
Botín-Sanz de Sautuola y OShea.
Members: Mr José Antonio Álvarez Álvarez, Mr Rodrigo Echenique Gordillo, Mr Guillermo de
la Dehesa Romero and Ms Esther Giménez-Salinas i Colomer.
General secretary: Mr Ignacio Benjumea Cabeza de Vaca.
Innovation and technology committee (previously, technology, productivity and quality committee)
Chairman: Ms. Ana Botín-Sanz de Sautuola y OShea.
Members: Mr Rodrigo Echenique Gordillo, Mr Matías Rodríguez Inciarte, Mr Guillermo de la Dehesa Romero, Mr Bruce Carnegie-Brown, Mr José
Antonio Álvarez Álvarez and Ms Esther Giménez-Salinas i Colomer.
General secretary: Mr Ignacio Benjumea Cabeza de Vaca.
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18 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE APPOINTMENTS COMMITTEE 2.
ACTIVITIES DURING 2014 |
2.6 Participation in the boards self-evaluation process
In line with the provisions of the Rules and Regulations of the Board, the on-going self-evaluation exercise performed by the board with the support of the
firm Spencer Stuart, on the basis of a questionnaire and personal interviews with the directors, includes a special section for the individual evaluation of the chairman of the board, the chief executive officer and the other directors, as well as
an independent evaluation based, among other things, on benchmarking with respect to other comparable international banks.
The last self-evaluation
exercise focused on the following subjects: organisation, operation and content of the board and its committees; comparison with other international banks; and open questions relating to the future (strategy and internal and external factors that
may affect the Group) and other matters of interest.
As in recent years, the directors highlighted the following as strengths of the Groups
corporate governance: the high level of devotion and commitment of the members of the board and their involvement in the control of all risks, not merely credit risks; the directors experience in and knowledge of the banking business; balance
between executive and non-executive directors, both on the board and on its committees; and the very good operation of the board committees, particularly the executive committee.
For the independent evaluation exercise, Spencer Stuart performed a comparison with 23 leading international financial institutions with regard to the
composition and dedication of the board, remuneration, and other aspects of corporate governance, according to which the Bank is in a very notable position.
2.7 Appointment of the members of senior management who are not directors
During financial year 2014 and January 2015, the committee has reported favourably on the following appointments approved by the board of directors:
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Mr Javier Maldonado Trinchant, as executive vice president of the regulatory projects control and coordination. |
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Mr Víctor Matarranz Sanz de Madrid, as executive vice president of the chairmans office and strategy areas. |
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Mr Jacques Ripoll, as executive vice president responsible for the wholesale banking division. |
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Mr Andreu Plaza López, as executive vice president responsible for the technology and operations division. |
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Mr Rami Aboukhair, as executive vice president responsible for Retail Banking within Santander Spain. |
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Mr José Luis de Mora Gil-Gallardo, as executive vice president responsible for financial planning and corporate development. |
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Ms Mónica López-Monís Gallego, as executive vice president and chief compliance officer.
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2.8 Training of directors and information programme
An on-going director training programme was implemented as a result of a board self-evaluation carried out in 2005.
Seven meetings were held in 2014 with an average attendance of nine directors, who devoted approximately one hour to each session. Various issues were
reviewed in depth at such meetings, including: risk decision systems and future trends, the technological implications of the new regulatory system and the European Bank Recovery and Resolution Directive, as well as aspects relating to the
Groups business in capital markets, operational risk, the Advanced Management Model, and the new European supervisory authority.
The Rules and
Regulations (article 21.7) provide that the board shall make available to new directors an information programme providing quick and sufficient information regarding the Bank and its Group.
The board members Mr Bruce Carnegie-Brown, Ms Sol Daurella Comadrán and Mr Carlos Fernández González, appointed by
resolution of the board at its meeting of 25 November 2014, attend an information programme for new directors, which addressed the following matters:
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General presentation of the Group and of the regulatory context within which it operates. |
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Main territories and businesses of the Group. |
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Key support areas (technology and operations, risk and audit). |
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Sustainability, communication and the Santander brand. |
2.9 Institutional documentation
At its meetings of 20 and 23 February 2015, the committee reported favourably on this report, the director remuneration report and the Groups annual
report, which were approved by the board on 23 February 2014.
2.10 Self-evaluation
The committee draws on the advice of Spencer Stuart in the ongoing self-evaluation process it carries out with the board, its committees, and the directors.
2.11 Civil liability insurance
A proposal to renew the
civil liability insurance policy for directors and executives of the Group was approved by the board at its meeting of 23 October 2014. A report on said renewal was given to the committee at its meeting of 22 September 2014.
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19 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE APPOINTMENTS COMMITTEE 3.
CONCLUSION |
3. Conclusion
During financial year 2014, the appointments committee has satisfactorily discharged the duties assigned thereto
by the Bylaws and the Rules and Regulations of the Board.
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20 |
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Report of the remuneration committee 2014
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1 |
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2 |
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3 |
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4 |
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Introduction |
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Report on the director remuneration policy |
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Remuneration of the members of senior management who are not directors |
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Conclusion |
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2.1 Principles of the
remuneration policy |
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2.2 Principles of corporate
governance regarding remuneration |
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2.3 Remuneration policy in
2014 |
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2.4 Individual remuneration
of directors for all items in 2014 |
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2.5 Director remuneration
policy |
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2.6 Preparatory work and
decision-making process with a description of the participation of the remuneration committee and the identity of the external advisors
Annex |
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21 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
1. Introduction
Regulation
The
Bylaws contain the basic rules and regulations for the remuneration committee, which are supplemented and further developed by the Rules and Regulations of the Board1, which define the
composition, operation and powers of the committee.
Under the provisions of article 54.1 of the Bylaws and article 17.10 of the Rules and Regulations of
the Board, at its meeting of 23 October 2014, the board of directors resolved to separate the appointments and remuneration committee into two committees. The appointments committee assumed the duties relating to appointments contained in
article 17.4 of the Rules and Regulations of the Board, and the remuneration committee assumed those included in article 17.5 of the Rules and Regulations of the Board, as well as, in both cases, any other duties corresponding thereto under
applicable law.
Without prejudice to the foregoing, the board of directors will submit for approval of the shareholders at the 2015 ordinary general
shareholders meeting a bylaw amendment separately governing both committees.
Duties
The powers of the remuneration committee may be grouped into the following basic categories:
1. Remuneration of directors
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Propose to the board the director remuneration policy and prepare the annual report on the director remuneration policy. |
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Propose to the board the individual compensation of the executive directors and, if applicable, external directors, for the performance of duties other than those of a mere director. |
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Ensure compliance with the director remuneration policy and transparency of remuneration, and regularly review remuneration programmes.
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2. Remuneration of the members of senior management who are not directors
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Propose to the board the remuneration policy for the members of senior management. |
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Propose to the board the basic terms of the contracts and remuneration of the members of senior management. |
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Ensure compliance with the policy established for remuneration of the members of senior management. |
3.
Remuneration of other members of management whose activities might have an impact on the Groups assumption of risks
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Propose to the board the remuneration of other executives who, although not belonging to senior management, have significant remuneration, particularly variable remuneration, and whose activities might have a
significant impact on the Groups assumption of risks. |
4. Other activities
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Prior to authorisation thereof by the board, and when necessary, report on transactions entered into by the Bank directly or indirectly with directors, significant shareholders or shareholders represented on the board
or persons related thereto2. |
Composition of the committee and attendance at its
meetings in 2014
At the date hereof, the composition of the remuneration committee is as follows :
Chairman:
Mr Bruce Carnegie-Brown (vice-chairman of the
board and lead director)
Members:
Mr Guillermo de
la Dehesa Romero3 (Vice chairman of the board) Ms Sol Daurella Comadrán
Mr Ángel Jado
Becerro de Bengoa
Ms Isabel Tocino Biscarolasaga
General secretary:
Mr Ignacio Benjumea Cabeza de Vaca
1. |
The committee is governed by article 54 of the Bylaws and article 17 of the Rules and Regulations of the Board. In addition, articles 21, 23, 24, 27, 28, 29, 30 and 33 of such Rules and Regulations specifically regulate
certain aspects of its activities. The Bylaws and the Rules and Regulations of the Board of Banco Santander are published on the Groups website (www.santander.com). |
2. |
However, the board of directors will submit to the 2015 ordinary general shareholders meeting a bylaw amendment vesting this power in an audit committee, in line with the default provision of the Companies Act
since the entry into force of Law 31/2014, of 3 December. |
3. |
Mr Guillermo de la Dehesa Romero will continue as an independent non-executive director until the completion of his term at the next general shareholders meeting, at which it is expected that his re-election will
be proposed. If re-elected, he will be considered from that time to be a non-executive director who is neither proprietary or independent due to having been in the position for more than 12 years at the expiration of his term. It is expected that Mr
de la Dehesa continue to be a member of this committee. |
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22 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE REMUNERATION COMMITTEE 1.
INTRODUCTION |
The Bylaws and the Rules and Regulations of the Board4
provide that the remuneration committee may only be comprised of non-executive directors, with the presence of a majority of independent directors, and that its chairman must be an independent director.
All members of the committee are non-executive directors, and its chairman is an independent non-executive director.
All of the directors forming part of the remuneration committee have a demonstrated capacity to carry out their duties on such committee due to their banking
experience and knowledge in the area of remuneration.
In addition, since the members of the committee sit on other committees of the board (executive
committee, risk committee, audit committee, appointments committee and risk supervision, regulation and compliance committee), continuously updated information is available on the risks, capital base and liquidity of the Group, which is particularly
significant in the establishment of remuneration systems, the control thereof, and the determination of the specific amounts of variable remuneration, among other things.
Participation of the members of the remuneration committee in the executive, risk, audit, appointments, and risk supervision, regulation and compliance
committees
The secretary of the remuneration committee is the general secretary and secretary of the board of directors.
Pursuant to its rules and regulations, the remuneration committee meets as often as called by resolution of the committee itself or of the chairman thereof,
and at least four times a year.
At its meeting of 23 October 2014, the board of directors unanimously resolved to separate the appointments and
remuneration committee into two committees. Until that date, the committee had met on 12 occasions with an average dedication of approximately 36 hours per director to prepare and participate in the meetings. Subsequently during financial year 2014,
the remuneration committee held 4 meetings, with an average dedication of approximately 12 hours per director.
Attendance at meetings of the remuneration committee in 2014 was as follows:
|
|
|
|
|
Number of meetings and attendance1 |
|
|
|
Mr Fernando de Asúa Álvarez2 |
|
|
16/16 |
|
Mr Guillermo de la Dehesa Romero |
|
|
16/16 |
|
Mr Rodrigo Echenique Gordillo3 |
|
|
16/16 |
|
Ms Isabel Tocino Biscarolasaga |
|
|
15/16 |
|
1. |
Corresponds to the sum of attendance numbers, first at meetings of the appointments and remuneration committee, and subsequently at meetings of the remuneration committee. |
2. |
Ceased to be a member of the committee on 12 February 2015. |
3. |
Ceased to be a member of the committee on 16 January 2015. |
The chart below shows the approximate amount
of time devoted to each area of responsibility at the meetings held by the committee during financial year 2014.
Approximate time dedicated to each duty
%
Minutes are taken of the meetings of the remuneration committee, a copy of which is made available to all of the directors.
Operation of the committee
The committee is authorised to
request the assistance of experts, subject to the provisions of the Rules and Regulations of the Board.
Related-party transactions
To the knowledge of the Bank, no member of the board of directors, no person represented by a director, and no company of which such persons, or persons acting
in concert with them or through nominees therein, are directors, members of senior management or significant shareholders, has to the Banks awareness entered into any significant transaction or any transaction on non-customary market
conditions with the Bank during financial year 2014 and through the date of publication of this report.
The board, without the intervention of the
interested party and on a prior favourable report of the remuneration committee, authorised the sale by the Bank under market conditions of 2,403,923 shares of MED 2001 Inversiones, Sicav, S.A., of which it was the owner, to Mr Ángel Jado
Becerro de Bengoa and companies of his family group.
4. |
The composition of the remuneration committee is regulated by articles 54 of the Bylaws and 17 of the Rules and Regulations of the Board. |
|
|
|
|
|
|
|
|
|
23 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE |
2. Report on the director remuneration policy
The remuneration committee has prepared this report5, which
sets forth the standards and grounds that this collective decision-making body uses to determine the remuneration of the members of the board of directors for the last financial year and for the current year. Additionally, based on the information
herein for financial years 2014 and 2015, the remuneration committee has prepared the annual report on director remuneration required by section 541 of the Companies Act following the model established in Circular 4/2013 of the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores), which shall be made available to the shareholders on occasion of the call to the ordinary general shareholders meeting of 2015 and shall be submitted to a consultative vote
as a separate item on the agenda.
This report also includes the content required by sub-section 2 of section 529 novodecies of the Companies Act in
relation to the proposed director remuneration policy for 2015 and 2016 which, in application of the new legal rules, the board of directors submits to binding approval of the shareholders at the ordinary general shareholders meeting 2015 as a
separate item on the agenda. The committee is of the opinion that said proposal conforms to the principles of the Companys remuneration policy and to the by-law mandated remuneration system described in section 2.5 of this report.
2.1 Principles of the remuneration policy
a) Remuneration of
directors in their capacity as such
The individual remuneration of directors, whether executive or not, for the performance of the duties of
supervision and collective decision-making, shall be determined by the board of directors, within the maximum set by the shareholders, based on the positions held by the directors on the collective decision-making body itself and membership on and
attendance at the various committees, as well as any other objective circumstances that the board may take into account.
b) Remuneration of the executive directors
The principles of the remuneration policy for executive directors of the Bank are the following:
|
|
|
That remuneration be compatible with rigorous management of risks, without favouring an inappropriate assumption thereof, and that is aligned with the interests of the shareholders, fostering the long-term creation of
value. |
|
|
|
That fixed remuneration represent a significant proportion of total compensation. |
|
|
|
That variable remuneration give recompense for performance in achieving the goals of the Group. |
|
|
|
That the overall remuneration package and the structure thereof be competitive, facilitating the attraction, retention, and appropriate remuneration of the directors and executives. |
Banco Santander performs an annual comparative review of the total compensation of the executive directors and senior executives.
2.2 Principles of corporate governance regarding remuneration
a) Engagement of the board
The board of directors itself,
at the proposal of the remuneration committee, is the body that approves the annual director remuneration policy report submitted to a consultative vote of the shareholders at the general shareholders meeting. Additionally, the board, at the
proposal of such committee, proposes the director remuneration policy, approves the individual remuneration thereof, including that of the executive directors and, if appropriate, the non-executive directors, for the performance of duties other that
of a director, and establishes the other terms of their contracts.
b) Transparency
Banco Santander believes transparency to be a basic principle in corporate governance, and has acted in advance of the regulatory requirements that now apply
in this area.
5. |
Note 5 to the Groups legal report provides information regarding director remuneration for financial year 2014. |
|
|
|
|
|
24 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
2.3 Remuneration policy applied in 20146
2.3.1 Remuneration of directors for the performance of duties of supervision and collective decision-making Bylaw-mandated payments
i) Composition and limits
At the ordinary general
shareholders meeting on 22 March 2013, the shareholders approved an amendment of the Bylaws, such that remuneration of directors for their status as such now consists of a fixed annual amount determined at the general shareholders
meeting. Such amount shall remain in effect until the shareholders resolve to amend it, though the board may reduce its amount in the years it considers such reduction appropriate. The remuneration established at the general shareholders
meeting for financial year 2014 was 6 million euros, with two components: (a) annual allotment and (b) attendance fees.
The remuneration
of each one of the directors in their capacity as such has been determined by the board of directors based on the positions held by the directors on the collective decision-making body, membership on and attendance at the various committees, and any
other objective circumstances evaluated by the board.
The total amount accrued by the board in 2014 in bylaw-mandated payments was 4.4 million
euros, which is 27.2% less than the amount approved at the general shareholders meeting.
Independently of the directors right to receive
remuneration for their status as such, they are also entitled to receive such other compensation (salaries, incentives, bonuses, pensions, insurance and severance payments) as, following a proposal made by the remuneration committee and upon
resolution by the board of directors, may be considered appropriate in consideration for the performance of other duties in the Company, whether they are the duties of an executive director or otherwise, other than the duties of supervision and
collective decision-making that they discharge in their capacity as members of the board.
ii) Annual allotment
The amounts received individually by the directors for the most recent financial years based on the positions held on the board and for belonging to the
various committees thereof were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts per director: |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
Var (%) |
|
Members of the board of directors |
|
|
84,954 |
|
|
|
84,954 |
|
|
|
84,954 |
|
|
|
99,946 |
|
|
|
-15.00 |
% |
Members of the executive committee |
|
|
170,383 |
|
|
|
170,383 |
|
|
|
170,383 |
|
|
|
200,451 |
|
|
|
-15.00 |
% |
Report of the audit committee |
|
|
39,551 |
|
|
|
39,551 |
|
|
|
39,551 |
|
|
|
46,530 |
|
|
|
-15.00 |
% |
Report of the appointments committee1 |
|
|
23,730 |
|
|
|
23,730 |
|
|
|
23,730 |
|
|
|
27,918 |
|
|
|
-15.00 |
% |
Report of the remuneration committee1 |
|
|
23,730 |
|
|
|
23,730 |
|
|
|
23,730 |
|
|
|
27,918 |
|
|
|
-15.00 |
% |
Members of the risk supervision, regulation and compliance committee2 |
|
|
20,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman of the risk supervision, regulation and compliance committee2 |
|
|
26,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-executive vice-chairmen3 |
|
|
28,477 |
|
|
|
28,477 |
|
|
|
28,477 |
|
|
|
33,502 |
|
|
|
-15.00 |
% |
1. |
The data for financial years 2011 to 2013 correspond to the amounts received by the members of the appointments and remuneration committee -23,730 euros in 2012 and 2013 and 27,918 euros in 2011- prior to its separation
into the appointments committee and the remuneration committee. |
2. |
Held its first meeting on 23 July 2014. |
3. |
The 2013 amount was paid to Mr Guillermo de la Dehesa and Mr Manuel Soto Serrano in proportion to the time during which the position was held during the year by each of them. The 2012 and 2011 amounts were paid to Mr
Manuel Soto Serrano. |
As shown in the table, the amounts have not changed since 2012, when they were reduced by 15% from the preceding year.
6. |
The information contained in this section will be included in the annual remuneration report for 2014 and 2015, which will be submitted to a vote of the shareholders at the 2015 ordinary general shareholders
meeting on a consultative basis. |
|
|
|
|
|
|
|
|
|
25 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
Set forth below is an individualised breakdown of the amount received for this remuneration item for the last
two financial years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
|
|
|
Directors |
|
Executive |
|
|
Non-executive |
|
|
Board |
|
|
EC |
|
|
AC |
|
|
ARC |
|
|
NC |
|
|
RC |
|
|
RSRCC |
|
|
Total |
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
170,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255,337 |
|
Mr Matías Rodríguez Inciarte |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
170,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255,337 |
|
Mr Guillermo de la Dehesa Romero |
|
|
|
|
|
|
|
|
|
|
113,431 |
|
|
|
170,383 |
|
|
|
39,551 |
|
|
|
19,244 |
|
|
|
4,486 |
|
|
|
4,486 |
|
|
|
|
|
|
|
351,581 |
|
Mr Rodrigo Echenique Gordillo1 |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
170,383 |
|
|
|
12,245 |
|
|
|
19,244 |
|
|
|
4,486 |
|
|
|
4,486 |
|
|
|
20,697 |
|
|
|
316,495 |
|
Ms. Sheila C. Bair2 |
|
|
|
|
|
|
|
|
|
|
78,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,697 |
|
|
|
99,599 |
|
Mr Javier Botín -Sanz de Sautuola y OShea3 |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
Ms Esther Giménez-Salinas i Colomer |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
Mr Ángel Jado Becerro de Bengoa |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,697 |
|
|
|
105,651 |
|
Mr Juan Rodríguez Inciarte |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
Ms Isabel Tocino Biscarolasaga |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
170,383 |
|
|
|
|
|
|
|
19,244 |
|
|
|
|
|
|
|
4,486 |
|
|
|
|
|
|
|
279,067 |
|
Mr Juan Miguel Villar Mir |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
Mr Emilio Botín-Sanz de Sautuola y García de los
Ríos4 |
|
|
|
|
|
|
|
|
|
|
58,653 |
|
|
|
117,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176,287 |
|
Mr Javier Marín Romano5 |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
170,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255,337 |
|
Mr Fernando de Asúa Álvarez6 |
|
|
|
|
|
|
|
|
|
|
113,431 |
|
|
|
170,383 |
|
|
|
39,551 |
|
|
|
19,244 |
|
|
|
4,486 |
|
|
|
4,486 |
|
|
|
46,861 |
|
|
|
398,442 |
|
Mr Vittorio Corbo Lioi7 |
|
|
|
|
|
|
|
|
|
|
47,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,714 |
|
Mr Abel Matutes Juan8 |
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
|
|
39,551 |
|
|
|
|
|
|
|
4,486 |
|
|
|
|
|
|
|
|
|
|
|
128,991 |
|
Lord Burns (Terence)9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Alfredo Sáenz Abad10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Manuel Soto Serrano10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
|
|
|
|
|
|
|
|
1,346,626 |
|
|
|
1,310,315 |
|
|
|
130,898 |
|
|
|
76,976 |
|
|
|
17,944 |
|
|
|
17,944 |
|
|
|
108,952 |
|
|
|
3,009,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Executive director as from 16 January 2015. |
|
Proprietary |
|
EC: Executive committee |
2. Appointed director on 27 January 2014 |
|
Independent |
|
AC: Audit committee |
3. All amounts received were reimbursed to Fundación Marcelino Botín. |
|
Non-executive, neither
proprietary nor independent |
|
ARC: Appointments and Remuneration
Committee |
4. Ceased to be a director due to death on 9 September 2014. |
|
|
|
AC: Appointments Committee |
5. Ceased to be a director on 12 January 2015. |
|
|
|
RC: Remuneration Committee |
6. Ceased to be a director on 12 February 2015. |
|
|
|
RSRCC: Risk supervision, regulation and
compliance committee |
7. Ceased to be a director on 24 July 2014. |
|
|
|
ACC: Audit and compliance committee |
8. Ceased to be a director on 18 February 2015. |
|
|
|
|
9. Ceased to be a director on 31 December 2013. |
|
|
|
|
10. Ceased to be a director on 29 April 2013. |
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
|
|
|
|
Director |
|
|
|
|
|
|
|
Board |
|
EC |
|
|
ACC |
|
|
ARC |
|
|
Total |
|
|
Change (%) |
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255,337 |
|
|
|
0.00 |
|
84,954 |
|
|
170,383 |
|
|
|
|
|
|
|
|
|
|
|
255,337 |
|
|
|
0.00 |
|
104,225 |
|
|
170,383 |
|
|
|
26,765 |
|
|
|
23,730 |
|
|
|
325,102 |
|
|
|
7.53 |
|
84,954 |
|
|
170,383 |
|
|
|
39,551 |
|
|
|
23,730 |
|
|
|
318,618 |
|
|
|
-0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
0.00 |
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
0.00 |
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
19.59 |
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
0.00 |
|
84,954 |
|
|
115,300 |
|
|
|
|
|
|
|
23,730 |
|
|
|
223,984 |
|
|
|
19.74 |
|
55,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,627 |
|
|
|
34.52 |
|
84,954 |
|
|
170,383 |
|
|
|
|
|
|
|
|
|
|
|
255,337 |
|
|
|
-44.84 |
|
57,489 |
|
|
115,300 |
|
|
|
|
|
|
|
|
|
|
|
172,790 |
|
|
|
32.33 |
|
113,431 |
|
|
170,383 |
|
|
|
39,551 |
|
|
|
23,730 |
|
|
|
347,095 |
|
|
|
12.89 |
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
-78.05 |
|
84,954 |
|
|
|
|
|
|
39,551 |
|
|
|
|
|
|
|
124,505 |
|
|
|
3.48 |
|
84,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,954 |
|
|
|
|
|
27,697 |
|
|
55,550 |
|
|
|
|
|
|
|
|
|
|
|
83,247 |
|
|
|
|
|
36,982 |
|
|
|
|
|
|
12,895 |
|
|
|
7,737 |
|
|
|
57,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,414,900 |
|
|
1,308,448 |
|
|
|
158,312 |
|
|
|
102,656 |
|
|
|
2,984,317 |
|
|
|
0.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iii) Attendance fees
By resolution of the board, at the proposal of the remuneration committee, the amount of attendance fees applicable to meetings of the board and the committees
thereof excluding the executive committee, for which no fees are provided during 2014 has been the same as that established since 2008. The amounts are the following:
|
|
|
|
|
Amount in euros |
|
2008-2014 |
|
Attendance fees per meeting |
|
|
|
|
Board of directors |
|
|
|
|
Resident directors |
|
|
2,540 |
|
Non-resident directors |
|
|
2,057 |
|
Risk committee, audit committee and risk supervision, regulation and compliance committee* |
|
|
|
|
Resident directors |
|
|
1,650 |
|
Non-resident directors |
|
|
1,335 |
|
Other committees (excluding executive committee) |
|
|
|
|
Resident directors |
|
|
1,270 |
|
Non-resident directors |
|
|
1,028 |
|
* |
Held its first meeting on 23 July 2014. |
|
|
|
|
|
|
|
|
|
27 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
Set forth below is an
individualised breakdown of the amount received for this remuneration item for the last two financial years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount in euros |
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
|
|
Directors |
|
Executive |
|
Non-executive |
|
Board |
|
|
Other fees |
|
|
Total |
|
|
Board |
|
|
Other fees |
|
|
Total |
|
|
Change (%) |
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
|
|
|
|
29,281 |
|
|
|
2,056 |
|
|
|
31,337 |
|
|
|
25,400 |
|
|
|
3,810 |
|
|
|
29,210 |
|
|
|
6.79 |
|
Mr Matías Rodríguez Inciarte |
|
|
|
|
|
|
38,100 |
|
|
|
158,400 |
|
|
|
196,500 |
|
|
|
30,480 |
|
|
|
160,050 |
|
|
|
190,530 |
|
|
|
3.04 |
|
Mr Guillermo de la Dehesa Romero |
|
|
|
|
|
|
38,100 |
|
|
|
48,120 |
|
|
|
86,220 |
|
|
|
33,020 |
|
|
|
36,060 |
|
|
|
69,080 |
|
|
|
19.88 |
|
Mr Rodrigo Echenique Gordillo1 |
|
|
|
|
|
|
35,560 |
|
|
|
152,070 |
|
|
|
187,630 |
|
|
|
33,020 |
|
|
|
111,070 |
|
|
|
144,090 |
|
|
|
23.21 |
|
Ms. Sheila C. Bair2 |
|
|
|
|
|
|
22,627 |
|
|
|
6,675 |
|
|
|
29,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Javier Botín -Sanz de Sautuola y OShea3 |
|
|
|
|
|
|
25,400 |
|
|
|
|
|
|
|
25,400 |
|
|
|
27,940 |
|
|
|
|
|
|
|
27,940 |
|
|
|
-10.00 |
|
Ms Esther Giménez-Salinas i Colomer |
|
|
|
|
|
|
35,560 |
|
|
|
|
|
|
|
35,560 |
|
|
|
27,940 |
|
|
|
1,270 |
|
|
|
29,210 |
|
|
|
17.86 |
|
Mr Ángel Jado Becerro de Bengoa |
|
|
|
|
|
|
38,100 |
|
|
|
8,250 |
|
|
|
46,350 |
|
|
|
30,480 |
|
|
|
|
|
|
|
30,480 |
|
|
|
34.24 |
|
Mr Juan Rodríguez Inciarte |
|
|
|
|
|
|
38,100 |
|
|
|
86,690 |
|
|
|
124,790 |
|
|
|
33,020 |
|
|
|
94,050 |
|
|
|
127,070 |
|
|
|
-1.83 |
|
Ms Isabel Tocino Biscarolasaga |
|
|
|
|
|
|
35,560 |
|
|
|
170,850 |
|
|
|
206,410 |
|
|
|
33,020 |
|
|
|
175,040 |
|
|
|
208,060 |
|
|
|
-0.80 |
|
Mr Juan Miguel Villar Mir |
|
|
|
|
|
|
20,320 |
|
|
|
|
|
|
|
20,320 |
|
|
|
15,240 |
|
|
|
|
|
|
|
15,240 |
|
|
|
25.00 |
|
Mr Emilio Botín-Sanz de Sautuola y García de los
Ríos4 |
|
|
|
|
|
|
20,320 |
|
|
|
1,270 |
|
|
|
21,590 |
|
|
|
33,020 |
|
|
|
5,080 |
|
|
|
38,100 |
|
|
|
-76.47 |
|
Mr Javier Marín Romano5 |
|
|
|
|
|
|
35,560 |
|
|
|
2,540 |
|
|
|
38,100 |
|
|
|
15,240 |
|
|
|
2,540 |
|
|
|
17,780 |
|
|
|
53.33 |
|
Mr Fernando de Asúa Álvarez6 |
|
|
|
|
|
|
35,560 |
|
|
|
210,710 |
|
|
|
246,270 |
|
|
|
33,020 |
|
|
|
199,030 |
|
|
|
232,050 |
|
|
|
5.77 |
|
Mr Vittorio Corbo Lioi7 |
|
|
|
|
|
|
8,228 |
|
|
|
|
|
|
|
8,228 |
|
|
|
20,570 |
|
|
|
|
|
|
|
20,570 |
|
|
|
-150.00 |
|
Mr Abel Matutes Juan8 |
|
|
|
|
|
|
27,940 |
|
|
|
25,770 |
|
|
|
53,710 |
|
|
|
25,400 |
|
|
|
19,420 |
|
|
|
44,820 |
|
|
|
16.55 |
|
Lord Burns (Terence)9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,513 |
|
|
|
|
|
|
|
18,513 |
|
|
|
|
|
Mr Alfredo Sáenz Abad10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,780 |
|
|
|
2,540 |
|
|
|
20,320 |
|
|
|
|
|
Mr Manuel Soto Serrano10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,240 |
|
|
|
63,720 |
|
|
|
78,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
|
|
|
|
484,316 |
|
|
|
873,401 |
|
|
|
1,357,717 |
|
|
|
442,943 |
|
|
|
869,870 |
|
|
|
1,312,813 |
|
|
|
3.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Executive director as from 16 January 2015. |
2. |
Appointed director on 27 January 2014 |
3. |
All amounts received were reimbursed to Fundación Marcelino Botín. |
4. |
Ceased to be a director due to death on 9 September 2014. |
5. |
Ceased to be a director on 12 January 2015. |
6. |
Ceased to be a director on 12 February 2015 |
7. |
Ceased to be a director on 24 July 2014. |
8. |
Ceased to be a director on 18 February 2014. |
9. |
Ceased to be a director on 31 December 2013. |
10. |
Ceased to be a director on 29 April 2013.
|
|
Proprietary |
|
Independent |
|
Non-executive, neither proprietary nor independent |
2.3.2 Remuneration of directors for the performance of executive duties
(i) Policy applied
The policy applied to the remuneration
of directors in 2014 for the performance of executive duties was approved by the board of directors and submitted to a consultative vote of the shareholders at the general shareholders meeting of 28 March 2014 (as part of the annual
director remuneration report for 2013), with 91.422% of the votes in favor. In 2014:
|
|
|
Fixed remuneration has represented a significant proportion of total compensation. |
|
|
|
The total variable remuneration has been made up of: (i) a Bonus, to be received partly in cash and partly in shares, while deferring collection of a portion of the Bonus for three years; and
(ii) a long-term incentive or LTI that, if applicable, will be entirely received in shares on a deferred basis. |
|
|
|
By resolution of the shareholders at the 28 March 2014 meeting, the variable components of the executive directors total remuneration (including the Bonus and the LTI) for financial year 2014 was limited to
200% of the fixed components. |
|
|
|
|
|
28 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
A) |
The 2014 Bonus for the executive directors was determined based on the bonus approved by the board for 2013 (authorised bonus)7, considering certain
quantitative metrics as well as additional qualitative factors: |
a) Quantitative metrics:
|
|
|
75% of the Bonus has been set based on NOP for 20148, compared with that recorded in 2013. |
|
|
|
25% of the Bonus has been set based on the return on risk-weighted assets (Rorwa) in 2014 compared with that estimated and adjusted for annual growth in NOP. |
For purposes of applying the above metrics, it has been deemed that the NOP and Rorwa of the Group, and for the directors in charge of a
specific business division, are also considered the results of the division that they manage. In the case of Ms Ana Botín-Sanz de Sautuola y OShea, due to her being the CEO of Santander UK plc until her appointment as executive chairman
of the Group, the metrics of Santander UK plc have been used to set the bonus for the first 8 months of 2014 and those of the Group as a whole for the rest.
b) Additional qualitative factors:
In order to evaluate the quality of the results of the above metrics and to determine the individual Bonus, the following factors have also
been taken into account:
|
|
|
Appropriate risk management and efficient consumption of capital. |
|
|
|
Benchmarking of results against competing institutions. |
|
|
|
Benchmarking of customer satisfaction against competing institutions. |
|
|
|
Changes in core capital, the Groups economic capital, the balance sheet and other relevant management factors. |
c) Additional conditions:
Finally, in determining the Bonus, it was verified that none of the following circumstances have occurred:
|
|
|
The NOP of the Group for 2014 were not less than 50% of those for financial year 2013. If this occurred, the remuneration committee would have analysed the results and determined a Bonus that would in no case exceed 50%
of the bonus authorised for 2013. |
|
|
|
The NOP of the Group has not been negative. If this occurred, the Bonus would have been zero. |
Form of payment of the Bonus of the executive directors: The Bonus is paid 50% in cash and 50% in shares, part in 2015 and the deferred
portion over three years, as follows:
|
|
|
40% of the Bonus is paid in 2015, in halves and net of taxes, in cash and shares. |
|
|
|
The remaining 60% will be deferred in thirds and will be paid, if applicable, in 2016, 2017 and 2018. The corresponding amount will be paid each year net of taxes, half in cash and half in shares. |
The part paid in shares may not be sold until the passage of one year from delivery thereof.
B) |
The LTI of the executive directors has been set by the board, upon a proposal of the remuneration committee, at an amount equal to 15% of the benchmark bonus at the start of the year. This incentive has been assigned
taking into account the relative performance of total shareholder return (TSR) of the Bank during financial year 2014 compared to a peer group of 15 credit institutions (the Peer Group). |
|
|
|
|
|
Ranking of Santanders TSR |
|
% |
|
From 1st to 8th |
|
|
100 |
|
From 9th to 12th |
|
|
50 |
|
From 13th to 16th |
|
|
0 |
|
As Santanders TSR was in 4th place, the ratio applied to 15% of the benchmark bonus was 100%.
TSR measures the return on investment for shareholders as a sum of the change in share price plus dividends and other similar items
(including the scrip dividend scheme -Santander dividendo elección-) that the shareholder may receive during the period in question.
The Peer Group was made up of entities identified at the beginning of financial year 2014 and were the following: HSBC, BNP Paribas,
Société Générale, JP Morgan, Citigroup, BBVA, Nordea, Unicredito, Intesa SanPaolo, Itaú-Unibanco, Bank of Nova Scotia, Deutsche Bank, Lloyds, Bradesco and UBS.
7. |
The bonus authorised for Ms Ana Botín-Sanz de Sautuola y O´Shea has been modified to take into account her new position as executive chairman of the Group; that for Mr Juan Rodríguez Inciarte to
revise the terms of his remuneration at the beginning of the financial year to conform them to references to the market for executive directors of other comparable institutions; and that for Mr Javier Marín Romano to conform them to the
reference to his position as CEO for a full year in that position. |
8. |
NOP is attributed net ordinary profits, adjusted positively or negatively for those transactions that in the opinion of the board involve an impact outside of the performance of the directors being evaluated, for which
purpose, there is an evaluation of extraordinary profits, corporate transactions, special allowances, or accounting or legal adjustments that may occur during the year. |
|
|
|
|
|
|
|
|
|
29 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
The LTI thus determined for each beneficiary is referred to as the Approved LTI Amount, and the
accrual and amount thereof are linked to the level of achievement of the multiyear objectives described below. For each executive director, the Approved LTI Amount determines the maximum number of shares that they might receive, which number has
been calculated taking into account the listing price of Santanders shares for the 15 trading sessions prior to 16 January 2015 the date on which the board approved the Bonus for the executive directors for financial year
2014, which resulted in 6.186 euros per share.
The accrual of LTI and the amount thereof are subject to the relative performance of Banco
Santanders TSR compared to that of the entities of the Peer Group over a multiyear period. Each year, there will be a determination of the amount, if any, that corresponds to each executive director in connection with the LTI (the Annual
LTI Amount), applying the percentage from the following table to one third of the Approved LTI Amount for such year:
|
|
|
|
|
Ranking of Santanders TSR |
|
% to be paid |
|
From 1st to 4th |
|
|
100 |
|
5th |
|
|
87.5 |
|
6th |
|
|
75 |
|
7th |
|
|
62.5 |
|
8th |
|
|
50 |
|
From 9th to 16th |
|
|
0 |
|
For the 2016 accrual, the benchmark TSR will be that accumulated between 1 January 2014 and 31 December 2015; for
the 2017 accrual, the benchmark TSR will be that accumulated between 1 January 2014 and 31 December 2016; and for the 2018 accrual, the benchmark TSR will be that accumulated between 1 January 2014 and 31 December 2017.
Form of payment of the LTI of the executive directors: The LTI will be paid wholly in shares in 2016, 2017 and 2018.
Continuity and bad actor (malus) clauses applicable to the Bonus and the LTI
In addition to continuity of the beneficiary within the Group9, the accrual of the deferred remuneration
(both the LTI and the deferred portion of the Bonus) is subject to none of the following circumstances arising, in the opinion of the board of directors at the proposal of the remuneration committee, during the period before each delivery as a
consequence of actions taken in 2014:
(i) |
Poor financial performance of the Group. |
(ii) |
Violation by the beneficiary of internal regulations, particularly those relating to risks; |
(iii) |
Material restatement of the Groups financial statements, when so considered by the external auditors, except when appropriate pursuant to a change in accounting standards; or |
(iv) |
Significant changes in the financial capital or risk profile of the Group. |
The board of directors, at the
proposal of the appointments and remuneration committee and based on the level of achievement of such conditions, will each year determine the specific amount of the deferred amount of the Bonus and the Annual LTI Amount to be paid.
Other rules applicable to the Bonus and the LTI
|
|
|
The hedging of Santander shares received during the retention and deferral periods is expressly prohibited. The sale of shares is also prohibited for one year from the receipt thereof. |
|
|
|
On the occasion of each delivery of shares in 2016, 2017 and 2018, if any, the executive directors shall be paid an amount in cash equal to the dividends corresponding to such shares, and to the interest accrued on the
portion of the deferred amount of the Bonus to be paid in cash, in both cases, from the date of payment of the percentage of immediate payment of the Bonus through the date of payment of the corresponding Bonus or LTI. In those cases in which the
scrip dividend scheme (Santander dividendo elección) applies, the price paid shall be the price offered by the Bank for the bonus share rights corresponding to such shares. |
To the extent that both the Bonus as well as the LTI involve the delivery of shares of the Bank, the board of directors submitted to the shareholders at the
ordinary general shareholders meeting in 2014, which so approved, the application of the fourth cycle of the Deferred and Conditional Variable Remuneration Plan, through which the Bonus is implemented, and the first cycle of the Performance
Shares Plan, which is used to implement the LTI.
9. |
When termination of the relationship with Banco Santander or another entity of the Santander Group is due to retirement, early retirement or pre-retirement of the beneficiary, for a termination judicially declared to be
improper, unilateral separation for good cause by an employee (which includes, in any case, the situations set forth in Section 10.3 of Royal Decree 1382/1985, of 1 August, governing the special relationship of senior management, for the
persons subject to these rules), permanent disability or death, or as a result of an employer other than Banco Santander ceasing to belong to the Santander Group, as well as in those cases of mandatory redundancy, the right to delivery of the LTI
and the deferred amount of the Bonus (as well as applicable dividends and interest) shall remain under the same conditions in force as if none of such circumstances had occurred. |
In the case of death, the right shall pass to the successors of the beneficiary.
In cases of justified temporary leave due to temporary disability, suspension of the contract due to maternity or paternity, or leave to care
for children or a relative, there shall be no change in the rights of the beneficiary.
If the beneficiary goes to another company of the
Santander Group (including through international assignment and/or expatriation), there shall be no change in the rights thereof.
If the
relationship terminates by mutual agreement or because the beneficiary obtains a leave not referred to in any of the preceding paragraphs, the terms of the termination or temporary leave agreement shall apply.
None of the above circumstances shall give the right to receive the LTI or the deferred amount of the Bonus in advance. If the beneficiary or
the successors thereof maintain the right to receive the LTI or the deferred amount of the Bonus (as well as the corresponding dividends and interest), they shall be delivered within the periods and on the terms provided in the rules for the
respective plans.
|
|
|
|
|
30 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
(ii) Gross annual salary
The executive directors gross annual salary for 2014 was as follows:
|
|
|
|
|
|
|
|
|
Thousands of euros |
|
2014 |
|
|
2013 |
|
Executive directors |
|
|
|
|
|
|
|
|
Ms Ana Botín-Sanz de Sautuola y OShea1 |
|
|
|
|
|
|
|
|
CEO Santander UK |
|
|
1,392 |
|
|
|
2,005 |
|
Executive chairman |
|
|
833 |
|
|
|
|
|
Mr Matías Rodríguez Inciarte |
|
|
1,710 |
|
|
|
1,710 |
|
Mr Juan Rodríguez Inciarte |
|
|
1,200 |
2 |
|
|
987 |
|
Mr Emilio Botín-Sanz de Sautuola y García de los
Ríos3 |
|
|
930 |
|
|
|
1,344 |
|
Mr Javier Marín Romano4
and 5 |
|
|
|
|
|
|
|
|
CEO Banco Santander |
|
|
2,000 |
|
|
|
1,333 |
|
Executive Vice President |
|
|
|
|
|
|
267 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,065 |
|
|
|
7,646 |
|
|
|
|
|
|
|
|
|
|
1. |
As stated in the annual remuneration report 2013, which was approved on a consultative basis by the shareholders at the Banks ordinary general shareholders meeting of 28 March 2013, the gross annual
salary to which she was entitled in 2014 for performing his duties as CEO of Santander UK was 1,702 thousand pounds (2,005 thousand euros given the average exchange rate for 2013). After her appointment as executive chairman of Banco Santander
on 10 September 2014, this amount was revised to reflect her new responsibilities, and were set at 2.5 million euros. |
The amounts in euros appearing in the table above for 2014 include the portion relating to duties as CEO of Santander UK (1,392 thousand
euros) and the portion corresponding to duties as executive chairman of the Group (833 thousand euros).
2. |
At the proposal of the committee, the board resolved to revise the gross annual salary of Mr Juan Rodríguez Inciarte to properly reflect his level of responsibility within the Group, and also to adjust his
remuneration to market rates for executive directors at other comparable institutions, as appears in the annual remuneration report for 2013, which was approved on a consultative basis by the shareholders at the ordinary general shareholders
meeting of the Bank held on 28 March 2014. |
3. |
Ceased to be a director due to death on 9 September 2014. |
4. |
Ceased to be a director on 12 January 2015. |
5. |
The actual amount received in 2013 was 1,600 thousand euros, which is the sum of his remuneration as senior executive vice president of the Bank for the first four months of the year (267 thousand euros) and his
remuneration as CEO for the remaining eight months (1,333 thousand euros). |
(iii) Variable remuneration
The board has approved the Bonus and the LTI of the executive chairman, of the former CEO, and of the other executive directors, upon a proposal of the
remuneration committee, which has taken into account the standards referred to in paragraph (i) above and the work of the committee in evaluating remuneration risks10.
Calculation methodology
A) Determination of the
individual Bonus of the executive directors
The calculation methodology for the 2014 Bonus of the executive directors is determined based on the
benchmark bonus, which is the amount of the bonus approved in 2013, with the following fine-tuning:
|
|
|
For Ms Ana Botín-Sanz de Sautuola y O´Shea, the benchmark used to calculate the portion of her 2014 bonus corresponding to the period during which she acted as executive chairman of the Group was the new
benchmark bonus determined for her upon her appointment as such. |
|
|
|
For Mr Juan Rodríguez Inciarte, the change in his terms at the beginning of the year was taken into account in adjusting his remuneration to the market references for executive directors of other comparable
institutions. |
|
|
|
For Mr Javier Marín Romano, his 2014 Bonus was calculated using as a benchmark the annualised amount of the portion of his 2013 bonus corresponding to the period during which he performed duties as CEO.
|
The 2014 Bonus has been determined based on certain quantitative metrics as well as additional qualitative factors: The quantitative metrics
are the following:
|
|
|
Average attributed net ordinary profit (NOP11) compared to that recorded in 2013, which comprises 75% of the Bonus; and |
|
|
|
The Rorwa obtained in 2014, compared to the budgeted amount and adjusted by the annual growth in NOP, which determines the remaining 25%. |
In order to set amount of the Bonus, a distinction was made between executive directors with general management duties within the Group and those entrusted
with the management of a specific business division, taking into account the Groups NOP and Rorwa for the former and putting a premium on the NOP and Rorwa of the division that they manage for the latter (with the targets of the division
representing 70% and those of the Group representing 30%).
In 2014 the executive directors with general duties within the Group have been Mr Javier
Marín Romano, Mr Matías Rodríguez Inciarte and Mr Juan Rodríguez Inciarte. The variable remuneration of Ms Ana Botín-Sanz de Sautuola y OShea was determined based on the results of Santander UK plc. through
her appointment as executive chairman and the results of the Group thereafter.
10. |
This committee is made up of members of senior management who are also divisional managers of the control areas of the Group -including risk, audit, human resources, organisation and costs, financial management, audit
and management control, and office of the general secretary- and are directly related to the process of generating financial information. Their function consists of assessing the impact on goals associated with variable remuneration on the
management of risks losses, liquidity, capital or concentration as well as the quality and recurrence of results and the general compliance and control environment. |
11. |
NOP is attributed net ordinary profits, adjusted positively or negatively for those transactions that in the opinion of the board involve an impact outside of the performance of the directors being evaluated, for which
purpose, there will be an evaluation of extraordinary profits, corporate transactions, special allowances, or accounting or legal adjustments that may occur during the year. |
|
|
|
|
|
|
|
|
|
31 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
Quantitative metrics
Attributed net ordinary profit (75% weighting):
|
|
|
Santander Group: +33% over financial year 201312. |
|
|
|
Santander Group: +27% over financial year 2013. |
Rorwa (25% weighting):
|
|
|
Santander Group: there was 92% compliance with the budgeted Rorwa in 2014, which, adjusted by the NOP in 2014 compared to 2013 (133%), resulted in this metric of 122% (+22%). |
|
|
|
Santander UK: there was 114% compliance with the budgeted Rorwa in 2014, which, adjusted by the NOP in 2014 compared to 2013 (127%), resulted in this metric of 145% (+45%). |
Qualitative factors (positive and negative).
|
|
|
Appropriate risk management and efficient consumption of capital. |
The remuneration risk evaluation committee
(RREC) is the body entrusted with evaluating the risks and controls of the Group as a whole and of the business divisions, and with proposing the corresponding adjustment to the remuneration committee.
In its evaluation, the RREC took into account exposure to loss due to credit and market risks, operational and reputational risk, concentration risk,
management of liquidity and capital, the general control environment, and the quality and recurrence of results.
The result of the evaluation is:
|
|
|
Santander UK: 6% (positive adjustment), supported by the management of operational risk, liquidity risk, the general control and quality environment, and the recurrence of earnings. |
|
|
|
Benchmarking of results against competing institutions.
|
A comparison was made between the results of each business division and of the consolidated Group and those of a
comparison group. For the comparison of results of the businesses, those of equivalent units at competitor institutions were taken into account. For the results of the Group, those of the competitor institutions as a whole were taken into account.
For the determination of variable remuneration in 2014, the comparison group was made up of the following institutions: HSBC, BNP Paribas, Société Générale, JP Morgan, Citigroup, BBVA, Nordea, UniCredito, Intesa SanPaolo,
Itaú-Unibanco, Bank of Nova Scotia, Deutsche Bank, Lloyds, Bradesco and UBS. For Santander UK plc, the comparison group was made up of retail banking earnings in the United Kingdom of RBS, Barclays, HSBC, Lloyds and Nationwide. The
results of the evaluation of this factor are the following:
|
|
|
Group: 4% (positive adjustment). |
|
|
|
Santander UK plc: 3% (positive adjustment). |
|
|
|
Benchmarking of customer satisfaction against competing institutions). |
A comparison was formed based on local
customer satisfaction surveys. These surveys are taken in the principal countries in which the Group does business. The Financial Research Survey was used for Santander UK. The result of this evaluation is the following:
|
|
|
Santander UK plc: 2% (positive adjustment). |
|
|
|
Changes in core capital, the Groups economic capital, the balance sheet and other relevant management factors. |
There was an assessment of the most noteworthy aspects of the Groups management during the year, taking into account that the general evolution of the
Group in these areas was as expected and in line to reach the long-term goals. No positive or negative adjustments have been determined for this factor.
Result of the calculations
The result of aggregating the
weighted quantitative results as applicable (75% or 25%) and of the qualitative factors is as follows:
|
|
|
Santander UK plc: +42.5%. |
12. |
The increase would have been 39% if it had not been chosen to exclude the effect of restating the 2013 financial statements due to early application of the interpretation of accounting standard IFRIC 21 on levies, which
has entailed a change in accounting for contributions made by Santander UK to the Financial Services Compensation Scheme and by Spanish institutions to the Deposit Guarantee Fund. Notwithstanding the foregoing, the growth data used to determine the
Bonus was 33%. |
|
|
|
|
|
32 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
This percentage determines the maximum growth over the benchmark bonus stated above. In applying these
percentages, the Bonuses that have been approved for the executive directors with respect to 2014 are the following:
|
|
|
|
|
|
|
|
|
Thousands of euros |
|
2014 |
|
|
2013 |
|
Executive directors |
|
|
|
|
|
|
|
|
Ms Ana Botín-Sanz de Sautuola y OShea1 |
|
|
|
|
|
|
|
|
CEO Santander UK |
|
|
2,212 |
|
|
|
2,212 |
|
Executive chairman |
|
|
1,550 |
|
|
|
|
|
Mr Matías Rodríguez Inciarte |
|
|
2,868 |
|
|
|
2,308 |
|
Mr Juan Rodríguez Inciarte |
|
|
2,223 |
2 |
|
|
1,480 |
|
Mr Emilio Botín-Sanz de Sautuola y García de los
Ríos2 |
|
|
|
|
|
|
1,412 |
|
Mr Javier Marín Romano3 |
|
|
|
|
|
|
|
|
CEO Banco Santander |
|
|
3,966 |
|
|
|
2,000 |
|
Executive Vice President |
|
|
|
|
|
|
500 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
12,819 |
|
|
|
9,912 |
|
|
|
|
|
|
|
|
|
|
1. |
The amounts in euros appearing in the table above for 2014 include the Bonus arising from the duties as CEO of Santander UK (2,212 thousand euros) and the portion corresponding to duties as executive chairman of the
Group (1,550 thousand euros). |
2. |
Ceased to be a director due to death on 9 September 2014. |
3. |
Ceased to be a director on 12 January 2015. The amounts appearing in the table above for 2013 include the portion deriving from the exercise of the duties of executive vice president of the Bank for the first four
months of the year (500 thousand euros) and the part corresponding to the duties of a director (2,000 thousand euros). |
The Bonus for 2014
was paid in the following manner:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of euros |
|
Immediate payment in cash (20%) |
|
|
Immediate payment in shares (20%) |
|
|
Deferred payment in cash (30%)1 |
|
|
Deferred payment in shares (30%)1 |
|
|
Total |
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
752 |
|
|
|
752 |
|
|
|
1,129 |
|
|
|
1,129 |
|
|
|
3,762 |
|
Mr Matías Rodríguez Inciarte |
|
|
574 |
|
|
|
574 |
|
|
|
860 |
|
|
|
860 |
|
|
|
2,868 |
|
Mr Juan Rodríguez Inciarte |
|
|
445 |
|
|
|
445 |
|
|
|
667 |
|
|
|
667 |
|
|
|
2,223 |
|
Mr Javier Marín Romano2 |
|
|
793 |
|
|
|
793 |
|
|
|
1,190 |
|
|
|
1,190 |
|
|
|
3,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,564 |
|
|
|
2,564 |
|
|
|
3,846 |
|
|
|
3,846 |
|
|
|
12,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
In 3 years: 2016, 2017 and 2018 subject to continued service, with the exceptions provided for (see footnote 9 on page 30), and the non-applicability of malus clauses. |
2. |
Ceased to be a director on 12 January 2015. |
The amounts of immediate and deferred payment in shares in
the table above correspond to the following number of shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Bonus to be received in Santander
shares (figures in number of shares) |
|
Immediate payment |
|
|
Deferred payment1 |
|
|
Total |
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
121,629 |
|
|
|
182,444 |
|
|
|
304,073 |
|
Mr Matías Rodríguez Inciarte |
|
|
92,726 |
|
|
|
139,088 |
|
|
|
231,814 |
|
Mr Juan Rodríguez Inciarte |
|
|
71,872 |
|
|
|
107,808 |
|
|
|
179,680 |
|
Mr Javier Marín Romano2 |
|
|
128,225 |
|
|
|
192,338 |
|
|
|
320,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
414,452 |
|
|
|
621,678 |
|
|
|
1,036,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
In 3 years: In 3 years: 2016, 2017 and 2018 subject to continued service, with the exceptions provided for (see footnote 9 on page 30), and the non-applicability of malus clauses. |
2. |
Ceased to be a director on 12 January 2015. |
|
|
|
|
|
|
|
|
|
33 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
The total number of shares indicated is within the maximum limit of 1,228,581 shares authorised for the
executive directors by the shareholders at the general shareholders meeting of 28 March 2014, and has been calculated on the basis of the average weighted daily volume of the average weighted listing prices of Santander shares for the
fifteen trading sessions prior to 16 January 2015 (the date on which the board approved the Bonus for the executive directors of the Bank for financial year 2014), which was 6.186 euros per share.
B) Determination of the Approved LTI
Amount for the
executive directors
Measured in terms of TSR, Santander held fourth place in 2014 compared to the Benchmark Group, which gave rise to the assignment
of 100% of the amount provided, by application of the provisions of the plan. The Approved LTI Amount determined the maximum number of shares that each executive director could receive. This number of shares has been calculated taking into account
the same listing price stated in section A above.
Following is a detail of the maximum number of shares corresponding to each executive director and the
estimated fair value of this variable remuneration:
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
Maximum |
|
|
|
(thousands |
|
|
number |
|
|
|
of euros1) |
|
|
of shares |
|
Ms Ana Botín-Sanz de Sautuola y OShea1 |
|
|
140 |
|
|
|
62,395 |
|
Mr Matías Rodríguez Inciarte |
|
|
170 |
|
|
|
75,655 |
|
Mr Juan Rodríguez Inciarte |
|
|
120 |
|
|
|
53,346 |
|
Mr Emilio Botín-Sanz de Sautuola y García de los Ríos |
|
|
|
|
|
|
|
|
Mr Javier Marín Romano2 |
|
|
147 |
|
|
|
65,470 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
577 |
|
|
|
256,866 |
|
|
|
|
|
|
|
|
|
|
1. |
Estimated fair value at the plan award date, taking into account various possible scenarios regarding Banco Santanders TSR performance in relation to that of the benchmark group entities in the measurement
periods. |
2. |
Ceased to be a director on 12 January 2015. |
The total number of shares indicated is within the maximum
limit of 323,311 shares authorised for the executive directors by the shareholders at the general shareholders meeting of 28 March 2014, and has been calculated on the basis of said listing price of 6.186 euros per share.
The accrual of LTI and the amount thereof are subject to the relative performance of Banco Santanders TSR compared to that of the entities of the Peer
Group over a multiyear period. During financial years 2016, 2017 and 2018 there will be a determination of the amount, if any, that corresponds to each executive director in connection with the LTI (the Annual LTI Amount), applying the
percentage from the table set forth in section 2.3.2(i)B) above to one third of the Approved LTI Amount for such year. For the 2016 accrual, the benchmark TSR will be that accumulated between 1 January 2014 and 31 December 2015; for the
2017 accrual, the benchmark TSR will be that accumulated between 1 January 2014 and 31 December 2016; and for the 2018 accrual, the benchmark TSR will be that accumulated between 1 January 2014 and 31 December 2017.
In addition, the accrual of the LTI is subject to the continuity and bad actor (malus) clauses described in section 2.3.2 (i) above.
C) Ratio of variable to fixed components of remuneration in 2014
The shareholders acting at the general shareholders meeting of 28 March 2014 resolved to amend the Bylaws to adjust the remuneration regime of the
executive directors to the provisions contained in Royal Decree-Law 14/2013 (today, Law 10/2014) and in CRD IV Directive, such that the variable components of their remuneration may not exceed 100% of the fixed components, unless the shareholders
acting at the general shareholders meeting approve a higher ratio, which shall in no case exceed 200%.
With relation to the foregoing, the
shareholders acting at the aforementioned general shareholders meeting approved a maximum ratio between variable and fixed components of executive directors remuneration of 200%.
The following table shows the percentage of variable components of total remuneration compared to fixed components for each executive director in 2014:
|
|
|
|
|
% |
|
Variable components / fixed components |
|
Executive directors |
|
|
|
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
105 |
% |
Mr Matías Rodríguez Inciarte |
|
|
143 |
% |
Mr Juan Rodríguez Inciarte |
|
|
116 |
% |
Mr Emilio Botín-Sanz deSautuola y García de los
Ríos1 |
|
|
|
|
Mr Javier Marín Romano2 |
|
|
122 |
% |
1. |
Ceased to be a director due to death on 9 September 2014. |
2. |
Ceased to be a director on 12 January 2015. |
For these purposes:
|
|
|
The variable components of remuneration include the Bonus, the LTI and, if applicable, the portion of contributions to the benefits system that are calculated on the variable remuneration of the relevant director.
|
|
|
|
The fixed components of remuneration include the other items of remuneration that each director receives for the performance of executive duties, including contributions to the benefits system calculated based on fixed
remuneration, as well as all by-law mandated emoluments that the relevant director is entitled to receive in his capacity as such.
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
(iv) Main features of the benefit plans
During financial year 2012, within the framework of the actions taken by the Group to reduce the risks arising
from maintaining defined benefit pension commitments towards certain employees, which gave rise to an agreement with worker representatives to transform the defined benefit obligations arising from the collective bargaining agreements into defined
contribution plans, the contracts of the executive directors and the other members of the Banks senior management (the senior officers) with defined benefit pension commitments were amended to transform them into a defined contribution system,
which was externalised to Santander Seguros y Reaseguros Compañía Aseguradora, S.A. The new system gives the executive directors the right to receive benefits upon retirement, whether or not they are active at the Bank at such time,
based on contributions to the system without regard to whether they are active at the time of retirement, and replaced their previous right to receive a pension supplement in the event of retirement, expressly excluding any obligation of the Bank to
the executive directors other than the conversion of the previous system into the new benefit system that took place in 2012 and, if applicable, the making of the annual contributions described
below13. In the case of pre-retirement and until the date of retirement, the executive directors who have not exercised the option to receive their pensions in the form of equity have the right to
receive an annual allotment.
The initial balance for each of the executive directors in the new defined benefits system corresponded to the
market value of the assets from which the provisions corresponding to the respective accrued obligations had materialised on the date of transformation of the old pension commitments into the new benefits system14.
Since 2013, the Bank has made annual contributions to the benefits system in favour of the executive
directors and senior officers, in proportion to their respective pensionable bases, until they leave the Group or until their retirement within the Group, death, or disability (including, if applicable, during pre-retirement). No contributions will
be made with respect to the executive directors or senior officers who exercised the option to receive their pension rights as capital prior to the transformation of the defined benefits pension commitments into the current defined contribution
system indicated in footnote 13 of this report.
The terms of the benefits system govern the impact of the deferral of variable remuneration calculated in
the payment of the benefits covered by the system upon retirement, as well as the retention in shares of benefits arising therefrom, if applicable.
13. |
As provided in the contracts of the executive directors and members of senior management prior to the change, the former chairman, Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, and Mr
Matías Rodríguez Inciarte have exercised the option to receive accrued pensions (or similar amounts) in the form of capital, i.e. in a lump sum, which means that they cease to accrue pensions from such time, with a fixed capital to be
received, which shall be updated at the agreed interest rate. |
14. |
In the case of the former chairman, Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, and Mr Matías Rodríguez Inciarte, the initial balance corresponded to the amounts that were
set when, as described above, they exercised the option to receive a lump sum, and includes the interest accrued on these amounts from that date. |
|
|
|
|
|
|
|
|
|
35 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
The balance in the benefits system corresponding to each of the executive directors at 31 December 2014 is
as follows15:
|
|
|
|
|
|
|
Thousands of euros |
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
40,134 |
|
Mr Matías Rodríguez Inciarte |
|
|
47,255 |
|
Mr Juan Rodríguez Inciarte |
|
|
13,730 |
|
Mr Emilio Botín-Sanz de Sautuola y García de los
Ríos1 |
|
|
|
|
Mr Javier Marín Romano2 |
|
|
4,523 |
|
|
|
|
|
|
|
|
|
105,642 |
|
|
|
|
|
|
1. |
After the death on 9 September of the former executive chairman, Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, belongs to the beneficiaries designated in the policy implemented by the
benefit system of a death benefit in the amount of the rights accumulated by Mr Botín-Sanz de Sautuola y García de los Ríos within such system (26,498 thousand euros). |
2. |
He resigned as a director with effect from 12th January 2015, taking voluntary pre-retirement as contemplated in his contract and choosing to receive the annual allocation corresponding to him in respect of
pre-retirement (gross amount of 800,000 euros) in the form of a single payment (gross amount of 10,860,981.50 euros). Pursuant to the terms of his contract, the Bank will make annual contributions to the benefit scheme amounting to 55% of his annual
allocation during the pre-retirement period, and Mr Marín will be entitled to receive, when taking retirement, the retirement benefit recognized in the benefit system, amounting to the accumulated balance in the system corresponding to him at
that time. With respect to the deferred variable remuneration of the years prior to pre-retirement corresponding to Mr Marin, the system described in the respective sections of this report will be applied and Mr Marin will receive it, as the case
may be, on the dates contemplated in the respective plans and subject to fulfillment of the conditions contemplated for its accrual under such plans. |
The Group also has pension obligations to other directors amounting to EUR 18 million (31 December 2013: EUR 18 million). The payments made in 2014 to
the members of the board entitled to post-employment benefits amounted to EUR 1.2 million (2013: EUR 1.2 million). Of this latter amount (1.2 million euros), 0.9 million euros correspond to Mr Rodrigo Echenique Gordillo.
The contract with Mr Echenique after his appointment as executive director does not provide for any obligation of Banco Santander regarding benefits, without
prejudice to the pension rights to which Mr Echenique was entitled prior to his appointment as executive director.
Lastly, the contracts of the executive directors who had not exercised the option referred to above prior to the
conversion of the defined-benefit pension obligations into the current welfare system include a supplementary welfare regime for the contingency of death (surviving spouse and child benefits) and permanent disability of serving directors.
The provisions recognised in 2014 for retirement pensions and supplementary benefits (surviving spouse and child benefits, and permanent disability) were
4,984 thousand euros (4,058 thousand euros of provisions in 2013), as broken down below.
|
|
|
|
|
|
|
Thousands of euros |
|
Ms Ana Botín-Sanz de Sautuola y OShea |
|
|
2,140 |
|
Mr Matías Rodríguez Inciarte |
|
|
|
|
Mr Juan Rodríguez Inciarte |
|
|
718 |
|
Mr Emilio Botín-Sanz de Sautuola y García de los
Ríos1 |
|
|
|
|
Mr Javier Marín Romano2 |
|
|
2,126 |
|
|
|
|
|
|
|
|
|
4,984 |
|
|
|
|
|
|
1. |
Ceased to be a director due to death on 9 September 2014. |
2. |
Ceased to be a director on 12 January 2015. |
15. |
As explained in Note 5.h) of the notes to the financial statements of the Group for financial year 2013, in January 2013, upon his retirement, Mr Francisco Luzón López requested payment of the pensions to
which he was entitled in a lump sum (gross amount of 65.4 million gross). For such purpose, his pension rights were settled, in accordance with the applicable contractual and legal terms, through: i) the payment in cash of 21.1 million
euros relating to the net amount of the pension calculated taking into account the fixed remuneration and the bylaw-mandated payments, and 7.1 million euros relating to the net amount of the pension calculated taking into account the variable
remuneration already accrued on the date of retirement, ii) the investment by Mr Luzón of such 7.1 million euros in Santander shares (1,144,110 shares), which will be deposited on a blocked basis until 23 January 2017 and iii) the
investment by the Bank of the remaining gross amount of the pension (6.6 million euros), calculated taking into account the unaccrued variable remuneration, in Santander shares (1,061,602 shares) that will be delivered to Mr Luzón (subject to
the same blocked period mentioned above and net of tax) or will definitively remain in the Banks possession based on whether or not the variable remuneration on which they are based ultimately accrues to him. Of these 1,061,602 shares, to date
800,296 have been delivered to Mr Luzón, on the accrual of the variable remuneration on which they were based, and have been deposited on a blocked basis until 23 January 2017 In addition, Mr Alfredo Sáenz Abad resigned from his
position as chief executive officer of the Bank in April 2013, going into retirement. Upon his retirement, Mr Sáenz Abad requested payment in a lump sum of the pensions to which he was entitled (88.5 million euros). For such purpose, there
was a settlement of his pension rights in accordance with contractual and legal terms through: i) the payment in cash of 38.2 million euros corresponding to the net amount of the pension calculated taking into account the variable remuneration
already accrued on the date of retirement, and ii) the investment by Mr Sáenz of such 12.2 million euros in Santander shares (2,216,082 shares), which will be deposited with the Bank on a blocked basis until 29 April 2018.
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
2.3.3 Remuneration of the members of the board for representing the Bank
By resolution of the executive committee, all remuneration received by the directors of the Bank who represent it on the boards of directors of companies in
which the Bank has an interest (at the expense of such companies) under appointments approved beginning on 18 March 2002 is for the benefit of the Group. The directors of the Bank did not receive remuneration from this type of representation
during financial years 2014, 2013 or 2012.
Two directors of the Bank received a total of 295 thousand euros during financial year 2014 for serving
on the boards of directors of Group companies, according to the following breakdown: Mr Matías Rodríguez Inciarte: 42 thousand euros as non-executive director of U.C.I., S.A. (42 thousand euros in 2013) and Mr Vittorio Corbo Lioi
-who resigned as a director of the Bank on 24 July 2014-received 253 thousand euros (406 thousand euros in 2013) until his resignation, of which 89 thousand euros were received as chairman and non-executive director of Banco Santander
Chile, plus 156 thousand euros for advisory services provided to such entity, and 8 thousand euros as non-executive director of Grupo Financiero Santander México, S.A.B. de C.V. (104, 284 and 18 thousand euros, respectively, in
2013).
|
|
|
|
|
|
|
|
|
37 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
2.4 Individual remuneration of directors for all items in 2014
The detail, by Bank director, for 2014 and 2013 is provided below. The salaries of the executive directors shown in the table below correspond to the gross
annual salary received and to the maximum amount of the bonus approved by the board as period remuneration, irrespective of the year of payment and of the amount which may ultimately be paid to the directors under
the agreed deferred remuneration scheme. Also, the figures for 2014 include, for each director, the estimated
fair value of the new long-term incentive (LTI), irrespective of the year of payment and of the amount which may ultimately be paid under the agreed deferred remuneration scheme. The Annex to this report contains information regarding the shares
delivered in 2014 based on deferred remuneration systems for prior years where the conditions for delivery have been met during the corresponding years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bylaw-stipulated emoluments |
|
|
|
Annual emolument |
|
|
|
|
|
|
|
|
|
|
Directors |
|
Board |
|
|
Executive com- mittee |
|
|
Audit and compliance committee |
|
|
Appoint- ments and remuneration committee |
|
|
Appoint- ments committee |
|
|
Remu- neration committee |
|
|
Risk, regu- lation and compliance oversight committee |
|
Ms Ana Patricia Botín-Sanz de Sautuola y OShea Chief executive officer of Santander UK Chair |
|
|
85 |
|
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Matías Rodríguez Inciarte |
|
|
85 |
|
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Guillermo de la Dehesa Romero1 |
|
|
113 |
|
|
|
170 |
|
|
|
40 |
|
|
|
19 |
|
|
|
4 |
|
|
|
4 |
|
|
|
|
|
Mr Rodrigo Echenique Gordillo2 |
|
|
85 |
|
|
|
170 |
|
|
|
12 |
|
|
|
19 |
|
|
|
4 |
|
|
|
4 |
|
|
|
21 |
|
Ms Sheila Bair3 |
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 |
|
Mr Francisco Javier Botín-Sanz de Sautuola y OShea4 |
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms Esther Giménez-Salinas i Colomer |
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Ángel Jado Becerro de Bengoa |
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 |
|
Mr Juan Rodríguez Inciarte |
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms Isabel Tocino Biscarolasaga5 |
|
|
85 |
|
|
|
170 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
Mr Juan Miguel Villar Mir6 |
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Emilio Botín-Sanz de Sautuola y |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
García de los Ríos7 |
|
|
59 |
|
|
|
118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Javier Marín Romano8 Executive vice president Chief executive
officer |
|
|
85 |
|
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Fernando de Asúa Álvarez9 |
|
|
113 |
|
|
|
170 |
|
|
|
40 |
|
|
|
19 |
|
|
|
4 |
|
|
|
4 |
|
|
|
47 |
|
Mr Vittorio Corbo Lioi10 |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Abel Matutes Juan9 |
|
|
85 |
|
|
|
|
|
|
|
40 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
Lord BurnsTerence |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Alfredo Sáenz Abad12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr Manuel Soto Serrano12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2014 |
|
|
1,347 |
|
|
|
1,310 |
|
|
|
131 |
|
|
|
77 |
|
|
|
18 |
|
|
|
18 |
|
|
|
109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2013 |
|
|
1,415 |
|
|
|
1,308 |
|
|
|
158 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
Member of the audit committee and third deputy chairman since 29 April 2013. |
2. |
Executive director since 16 January 2015. |
3. |
Appointed director on 27 January 2014. |
4. |
All the amounts received were repaid to the Fundación Marcelino Botín. |
5. |
Member of the executive committee since 29 April 2013. |
6. |
Board member since 7 May 2013. |
7. |
Ceased to be a member of the board due to his death on 9 September 2014. |
8. |
Member of the board and the executive committee since 29 April 2013. Ceased to be a member of the board on 12 January 2015. |
9. |
Ceased to be a member of the board on 12 February 2015. |
10. |
Ceased to be a member of the board on 24 July 2014. |
11. |
Ceased to be a member of the board on 18 February 2015. |
12. |
Ceased to be a member of the board on 31 December 2013. |
13. |
Ceased to be a member of the board on 29 April 2013. |
a. |
Maximum deferred bonus for the period approved by the board of directors, at the related meetings. Does not include the amount relating to the LTI granted in 2014. |
b. |
Fair value of LTI for 2014 |
c. |
Includes, inter alia, the life and medical insurance costs borne by the Group relating to Bank directors. |
d. |
Includes the corresponding deferred variable remuneration. |
|
|
|
|
|
38 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
|
Salaries of executive directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
Attendance fees |
|
|
|
|
|
Variable - imme- diate payment |
|
|
Variable - deferred paymenta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
In |
|
|
In |
|
|
In |
|
|
In |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
Board |
|
fees |
|
|
Fixed |
|
|
cash |
|
|
shares |
|
|
cash |
|
|
shares |
|
|
LTIb |
|
|
Total |
|
|
remunerationc |
|
|
Total |
|
|
Totald |
|
|
|
|
29 |
|
|
2 |
|
|
|
1,392 |
|
|
|
442 |
|
|
|
442 |
|
|
|
664 |
|
|
|
664 |
|
|
|
140 |
|
|
|
3,744 |
|
|
|
448 |
|
|
|
4,478 |
|
|
|
4,840 |
|
|
|
|
|
|
|
|
|
|
|
|
833 |
|
|
|
310 |
|
|
|
310 |
|
|
|
465 |
|
|
|
465 |
|
|
|
|
|
|
|
2,383 |
|
|
|
|
|
|
|
2,383 |
|
|
|
|
|
|
|
|
|
38 |
|
|
158 |
|
|
|
1,710 |
|
|
|
574 |
|
|
|
574 |
|
|
|
860 |
|
|
|
860 |
|
|
|
170 |
|
|
|
4,748 |
|
|
|
175 |
|
|
|
5,375 |
|
|
|
4,729 |
|
|
|
|
|
38 |
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
438 |
|
|
|
394 |
|
|
|
|
|
36 |
|
|
152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
527 |
|
|
|
493 |
|
|
|
|
|
23 |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129 |
|
|
|
|
|
|
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
113 |
|
|
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121 |
|
|
|
114 |
|
|
|
|
|
38 |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152 |
|
|
|
115 |
|
|
|
|
|
38 |
|
|
87 |
|
|
|
1,200 |
|
|
|
445 |
|
|
|
445 |
|
|
|
667 |
|
|
|
667 |
|
|
|
120 |
|
|
|
3,543 |
|
|
|
184 |
|
|
|
3,937 |
|
|
|
2,830 |
|
|
|
|
|
36 |
|
|
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485 |
|
|
|
432 |
|
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105 |
|
|
|
71 |
|
|
|
|
|
20 |
|
|
1 |
|
|
|
930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
930 |
|
|
|
1 |
|
|
|
1,129 |
|
|
|
3,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
767 |
|
|
|
|
|
36 |
|
|
3 |
|
|
|
2,000 |
|
|
|
793 |
|
|
|
793 |
|
|
|
1,190 |
|
|
|
1,190 |
|
|
|
147 |
|
|
|
6,113 |
|
|
|
54 |
|
|
|
6,460 |
|
|
|
3,574 |
|
|
|
|
|
36 |
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
645 |
|
|
|
579 |
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
|
|
106 |
|
|
|
|
|
28 |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183 |
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
484 |
|
|
873 |
|
|
|
8,065 |
|
|
|
2,564 |
|
|
|
2,564 |
|
|
|
3,846 |
|
|
|
3,846 |
|
|
|
577 |
|
|
|
21,461 |
|
|
|
884 |
|
|
|
26,713 |
|
|
|
|
|
|
|
8.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468 |
|
|
874 |
|
|
|
8,880 |
|
|
|
1,982 |
|
|
|
1,982 |
|
|
|
2,974 |
|
|
|
2,974 |
|
|
|
|
|
|
|
18,792 |
|
|
|
1,398 |
|
|
|
|
|
|
|
24,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
39 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
2.5 Director remuneration policy for the financial years 2015 and 2016 and that is submitted to a binding vote
of the shareholders
A) Introduction
i) Principles
of the remuneration policy.
a) Remuneration of directors in their capacity as such
The remuneration of each one of the directors in their capacity as such will be based on the positions held by the directors on the collective decision-making
body, membership on and attendance at the various committees, and any other objective circumstances that the board might take into account.
b)
Remuneration of the executive directors
The principles of the remuneration policy for the performance of executive duties are the following:
|
|
|
That remuneration be compatible with rigorous management of risks, without favouring an inappropriate assumption thereof, and that is aligned with the interests of the shareholders, fostering the long-term creation of
value. |
|
|
|
That fixed remuneration represent a significant proportion of total compensation. |
|
|
|
That variable remuneration give recompense for performance in achieving the goals of the Group. |
|
|
|
That the overall remuneration package and the structure thereof be competitive, facilitating the attraction, retention, and appropriate remuneration of the directors. |
ii) System for the remuneration of directors in their capacity as such.
The director remuneration system is governed by article 58 of the Bylaws of Banco Santander and article 28 of the regulations of the board. Pursuant to such
system, the remuneration of the directors in their capacity as such will consist of a fixed annual amount determined by the shareholders, which shall remain in effect until the shareholders resolve to amend it, though the board may reduce its amount
in the years it considers such reduction appropriate. Such compensation shall have two components: (a) an annual amount, and (b) attendance fees.
The specific amount payable for the above-mentioned items to each of the directors and the form of payment shall be determined by the board of directors. For
such purpose, it shall take into consideration the positions held by each director on the board itself and their membership in, and attendance at, the meetings of the various committees and any other objective criteria that the board of directors
may take into account.
In addition, the Company shall obtain a civil liability insurance policy for its directors upon customary terms that are
proportionate to the circumstances of the Company, and the directors may be entitled to receive compensation by means of the delivery of shares or option rights thereon, or by any other compensation system referenced to the value of shares, provided
the application of such compensation systems is previously approved by the shareholders at the general shareholders meeting.
Independently of the directors right to receive remuneration for their status as such, they are also
entitled to receive such other compensation (salaries, incentives, bonuses, pensions, insurance and severance payments) as, following a proposal made by the remuneration committee and upon resolution by the board of directors, may be considered
appropriate in consideration for the performance of other duties in the Company, whether they are the duties of an executive director or otherwise, other than the duties of supervision and collective decision-making that they discharge in their
capacity as members of the board.
iii) Remuneration of the executive directors.
For the performance of executive duties, the executive directors shall be entitled to receive remuneration (including, if applicable, salaries, incentives,
bonuses, possible severance payments for early termination from such duties, and amounts to be paid by the company for insurance premiums or contributions to savings schemes) which, upon a proposal of the remuneration committee and by resolution of
the board of directors, is deemed to be appropriate, subject to the limits of applicable law.
B) Remuneration of directors for 2015
1. Remuneration of directors in their capacity as such
In
2015, the directors, for their status as such, shall continue to receive remuneration for the performance of duties of supervision and collective decision-making in the collective amount of up to six million euros as authorised by the shareholders
at the 2013 ordinary general shareholders meeting (and again subject to approval of the shareholders at the 2015 general shareholders meeting), with two components:
(i) |
annual allotment; and |
The specific amount payable for the above-mentioned items to each of the directors and the
form of payment thereof shall be approved determined by the board of directors upon the terms set forth in section A (ii) above.
In addition, as
stated in the description of the director remuneration system, in 2015 the Company will pay the premium for the civil liability insurance for its directors, obtained upon customary market terms and proportional to the circumstances of the Company.
|
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|
40 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
2. Remuneration of directors for the performance of executive duties
2.1. Fixed components of remuneration
2.1.1. Gross
annual salary
At the proposal of the committee, the board approved the following amounts as gross annual salary for the executive directors in 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of euros |
|
2015 |
|
|
2014 |
|
|
Change (%) |
|
Ms Ana Botín-Sanz de |
|
|
|
|
|
|
|
|
|
|
|
|
Sautuola y OShea |
|
|
2,500 |
|
|
|
2,500 |
1 |
|
|
0.0 |
% |
Mr José Antonio |
|
|
|
|
|
|
|
|
|
|
|
|
Álvarez Álvarez2 |
|
|
2,000 |
|
|
|
|
|
|
|
N/A |
|
Mr Matías Rodríguez Inciarte |
|
|
1,710 |
|
|
|
1,710 |
|
|
|
0.0 |
% |
Mr Juan Rodríguez Inciarte |
|
|
1,200 |
|
|
|
1,200 |
|
|
|
0.0 |
% |
Mr Rodrigo Echenique |
|
|
|
|
|
|
|
|
|
|
|
|
Gordillo |
|
|
1,500 |
|
|
|
|
|
|
|
N/A |
|
1. |
The gross annual salary for 2014 was determined on occasion of her appointment as executive chairman of the Santander Group, to reflect the assumption of new responsibilities. The actual amount paid in 2014 was
2,225 thousand euros, which amount includes the portion relating to duties as CEO of Santander UK and the portion corresponding to duties as executive chairman of the Group. |
2. |
At its meeting of 25 November 2014, the board of directors appointed Mr José Antonio Álvarez Álvarez as chief executive officer to replace Mr Javier Marín Romano. Mr José Antonio
Álvarez Álvarez took possession of the office of director on 13 January 2015, with Mr Javier Marín Romano withdrawing from the position effective 12 January 2015. |
2.1.2. Other fixed components of remuneration
(i) |
Benefits systems: defined contribution plans (see section D) below)16 . |
(ii) |
Social welfare benefits: The executive directors will also receive certain social welfare benefits such as life insurance premiums, medical insurance, company store vouchers, and the allocation of remuneration for
employee loans, all on market terms. Additional information in this regard is included in section D) below. |
2.2. Variable components of
remuneration
The executive director variable remuneration policy for financial year 2015, which has been approved by the board upon a proposal of the
remuneration committee, is based on the principles of the remuneration policy described in section A) above, and also takes into account the items described below.
|
|
|
Variable components of remuneration. The variable components of the remuneration of executive directors shall include: (i) a Bonus, to be received partly in cash and partly in shares, while deferring
collection of a portion of the Bonus for five years; (ii) a long-term incentive or LTI that, if applicable, will be entirely received in shares on a deferred basis; and (iii) if applicable, contributions to benefits systems
calculated based on the variable remuneration of the corresponding director.
|
|
|
|
Limitations on variable remuneration. The variable components of the executive directors total remuneration (including the Bonus and the LTI) for financial year 2015 must comply with a limit of 200% of the fixed
components. |
2.2.1. Bonus
(i)
Determination of Bonus.
The 2015 Bonus for executive directors shall be determined based on a standard benchmark bonus of the executive directors to
comply with 100% of the established targets, which is called a benchmark bonus, and which takes into account certain quantitative metrics, as well as additional qualitative factors:
a) Quantitative metrics:
|
|
|
75% of the Bonus has been set based on NOP for 201517, compared to the NOP budgeted for the financial year and modified based on growth over the prior year.
|
|
|
|
25% of the Bonus has been set based on the return on risk-weighted assets (Rorwa) in 2015 compared with that estimated for the year. |
For purposes of applying the above metrics, it shall been deemed that the NOP and Rorwa of the Group, and for the directors in charge of a
specific business division, shall also be considered the results of the division that they manage.
b) Additional qualitative factors:
In order to evaluate the quality of the results of the above metrics and to determine the individual Bonus, the following factors will
also be taken into account:
|
|
|
Appropriate risk management and efficient consumption of capital. |
|
|
|
Benchmarking of results against competing institutions. |
|
|
|
Benchmarking of customer satisfaction against competing institutions. |
|
|
|
Changes in core capital, the Groups economic capital, the balance sheet and other relevant management factors.
|
16. |
As stated in section D below, in the case of some executive directors, contributions to the benefits system include both fixed components and variable components. |
17. |
NOP is attributed net ordinary profits, adjusted positively or negatively for those transactions that in the opinion of the board involve an impact outside of the performance of the directors being evaluated, for which
purpose, there will be an evaluation of extraordinary profits, corporate transactions, special allowances, or accounting or legal adjustments that may occur during the year. |
|
|
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|
41 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
c) Additional conditions:
Finally, in determining the Bonus, there will be a verification as to whether the following circumstances occurred:
|
|
|
If the NOP of the Group for 2015 is less than 50% of the NOP for financial year 2014, the Bonus will in no event be greater than 50% of the benchmark bonus for 2015. |
|
|
|
If the NOP of the Group is negative, the Bonus would be zero. |
(ii) Form of payment of the Bonus:
The Bonus is paid 50% in cash and 50% in shares, part in 2016 and the deferred portion over five years, as follows:
a) |
40% of the Bonus is paid in 2016, in halves and net of taxes, in cash and shares. |
b) |
The remaining 60% will be deferred in fifths and will be paid, if applicable, in 2017, 2018, 2019, 2020 and 2021. The corresponding amount will be paid each year net of taxes, half in cash and half in shares.
|
The portion in shares may not be sold until the passage of one year from delivery thereof.
(iii) Conditions for accrual of the deferred portion of the Bonus.
In addition to the beneficiary remaining with the Santander Group, the accrual of the deferred portion of the Bonus is conditional upon the non-triggering of
the provisions known as bad actor (malus) provisions revealing improper risk taking in 2015 (described in the section 2.2.3 of this report).
2.2.2. LTI
(i) Determination of LTI.
The board of directors, upon a proposal of the remuneration committee, shall set an LTI for each executive director based on an amount equal to 20% of their
benchmark bonus in 2015.
To determine the LTI that might apply, the following ratios will be applied to 20% of the benchmark bonus based on:
(1) |
The earnings per share (EPS) of the Santander Group during financial year 2015 compared to the forecast amount for such year: |
|
|
|
|
|
EPS in 2015:
(% of target 2015 EPS) |
|
2015 EPS Ratio |
|
> 90% |
|
|
1 |
|
> 75% but < 90% |
|
|
0.75 1 |
* |
< 75% |
|
|
0 |
|
* |
Straight-line increase in 2015 EPS Ratio based on the specific percentage that 2015 EPS represents of the target within this bracket of the scale.
|
(2) |
The return on tangible equity (ROTE) ratio of the Santander Group for financial year 2015 compared to the target for such year: |
|
|
|
|
|
ROTE in 2015:
(% of target 2015 ROTE) |
|
2015 ROTE Ratio |
|
> 90% |
|
|
1 |
|
> 75% but < 90% |
|
|
0.75 1 |
* |
< 75% |
|
|
0 |
|
* |
Straight-line increase in 2015 ROTE Ratio based on the specific percentage that 2015 ROTE represents of the target within this bracket of the scale. |
Therefore, the formula for determining the LTI shall also be the following (the result of such formula being the Approved LTI Amount):
Approved LTI Amount - Bench. Amt.x
(0.5 x 2015 EPS Ratio + 0.5 x 2015 ROTE Ratio)
where,
|
|
|
Bench. Amt. is the amount resulting from multiplying the percentage of 20% by the benchmark bonus of the executive director. |
|
|
|
the 2015 EPS Ratio and the 2015 ROTE Ratio shall have the applicable values according to the tables above based on the performance of the EPS and ROTE during financial year 2015. |
For each executive director, the Approved LTI Amount shall determine the maximum number of shares that they might receive and shall be calculated taking into
account the listing price of Santanders shares for the 15 trading sessions prior to the board meeting approving the Bonus for financial year 2015.
Notwithstanding the foregoing, the accrual and final amount of the LTI are linked to the level of achievement of the multiyear objectives of the plan and other
conditions described below.
(ii) Accrual of LTI linked to Multiyear Objectives.
The accrual of the LTI and the amount thereof are subject to meeting certain targets for the 2015-2017 period (the Multiyear Objectives) and to the
metrics and compliance scales associated with such Multiyear Objectives, as well as compliance with the other conditions of the plan for the 2015-2018 period.
The Multiyear Objectives and the metrics and scales for compliance therewith are as set forth below:
(a) |
The relative performance of the EPS growth of the Santander Group for the 2015-2017 period compared to a peer group of 17 credit institutions (the Peer Group). |
EPS growth shall be understood as the percentage ratio between the earnings per share according to the initial and final consolidated annual
financial statements for the comparison period (i.e. the consolidated financial statements ended 31 December 2014 and 31 December 2017, respectively).
|
|
|
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|
42 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
|
|
|
|
|
Ranking of Santanders
2015-2017 EPS growth |
|
EPS Ratio |
|
From 1st to 5th |
|
|
1 |
|
6th |
|
|
0.875 |
|
7th |
|
|
0.75 |
|
8th |
|
|
0.625 |
|
9th |
|
|
0.50 |
|
10th -18th |
|
|
0 |
|
The Peer Group is made up of the following institutions: Wells Fargo, JP Morgan Chase, HSBC, Bank of America, Citigroup, BNP
Paribas, Lloyds, UBS, BBVA, Barclays, Standard Chartered, ING, Deutsche Bank, Société Générale, Intesa SanPaolo, Itaú-Unibanco and Unicredito.
(b) |
Santander Group ROTE for 2017: |
|
|
|
|
|
ROTE in 2017 (%) |
|
ROTE Ratio |
|
> 12% |
|
|
1 |
|
> 11% but < 12% |
|
|
0.75 1 |
* |
< 11% |
|
|
0 |
|
* |
Straight-line increase in ROTE Ratio based on the specific percentage of the Santander Group ROTE in financial year 2017 within this bracket of the scale. |
(c) |
Employee satisfaction, measured by whether or not included in the Top 3 of the best banks to work for in the principal markets in which the group operates. |
|
|
|
|
|
Number of principal markets in
which Santander is in the Top 3 of
the best banks to work for in 2017 |
|
Employees Ratio |
|
6 or more |
|
|
1 |
|
5 of less |
|
|
0 |
|
For these purposes, the Principal Markets of the Santander Group are: Germany, Argentina, Brazil,
Chile, Spain, United States, Mexico, Poland, Portugal and United Kingdom.
(d) |
Customer satisfaction, measured by whether or not included in the Top 3 of the best banks on the customer satisfaction index in the Principal Markets. |
|
|
|
|
|
Number of Principal Markets in
which Santander is in the Top 3 of
the best banks on the customer
satisfaction index in 2017 |
|
Customers Ratio |
|
10 |
|
|
1 |
|
Between 6 and 9 |
|
|
0.2 0.8 |
* |
5 of less |
|
|
0 |
|
* |
Straight-line increase in Customers Ratio, such that, within this bracket of the scale, the ratio is increased by 0.2 for each additional Principal Market in which the customer satisfaction index is in the Top 3.
|
(e) |
Customer loyalty, taking into account the targets at the level of the Santander Group level, which are that at 31 December 2017 there are 17 million retail loyal customers linked and 1.1 million linked
SME and corporate loyal customers. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail loyal
customers
(millions) |
|
Individuals Ratio |
|
|
SME and corporate loyal customers (millions) |
|
|
Corporate Ratio |
|
> 17 |
|
|
1 |
|
|
|
> 1.1 |
|
|
|
1 |
|
> 15% but |
|
|
|
|
|
|
|
|
|
|
|
|
< 17% |
|
|
0.5 1 |
* |
|
|
> 1 but < 1.1 |
|
|
|
0.5 1 |
* |
< 15 |
|
|
0 |
|
|
|
< 1 |
|
|
|
0 |
|
* |
Straight-line increase in Retail Ratio and Corporate Ratio based on the number of loyal customers of each kind at 31 December 2017. |
Based on the compliance metrics and scales above and on the data for year-end 2017, the accrued LTI amount for each executive director (the
Accrued LTI Amount) shall be determined in accordance with the following formula:
Accrued LTI Amount = Amt. x (0.25 x A + 0.25
x B +
0.2 x C + 0.15 x D + 0.075 x E1 + 0.075 x E2)
where,
|
|
|
Amt. is the Approved LTI Amount of the executive director. |
|
|
|
A is the EPS Ratio according to the scale in paragraph (a) above based on the performance during the 2015-2017 period of the EPS growth of the Santander Group compared to a Peer Group.
|
|
|
|
B is the ROTE Ratio according to the scale in paragraph (b) above based on the performance during financial year 2017 of the ROTE of the Santander Group. |
|
|
|
C is the Employees Ratio according to the scale in paragraph (c) above. |
|
|
|
D is the Customers Ratio according to the scale in paragraph (d) above. |
|
|
|
E1 is the Retail Ratio according to the scale in paragraph (e) above regarding retail loyal customers. |
|
|
|
E2 is the Corporate Ratio according to the scale in paragraph (e) above regarding linked SME and corporate loyal customers. |
(iii) Other conditions for accrual of the LTI
The LTI
accrual period ends on 31 December 2018, and therefore the plan conditions must be met by the end of this period, without prejudice to the above metrics referring to the 2015-2017 period.
Therefore, to determine the final LTI amount for each executive director (the Final LTI Amount), the board of directors, upon a proposal of the
remuneration committee, may at any time prior to the payment date reduce the Accrued LTI Amount of each director if they have incurred excessive risks to meet the Multiyear Objectives.
In addition, the accrual of the LTI remuneration is conditional upon the beneficiary remaining with the Santander Group the non-triggering of the bad
actor (malus) provisions through the delivery of the shares.
|
|
|
|
|
|
|
|
|
43 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
(iv) Form of payment of the LTI:
The LTI shall be paid wholly in shares and the payment thereof shall be deferred to financial year 2019. The date of payment is expected to take place during
the first quarter of 2019.
2.2.3. Common terms of the Bonus and the LTI
(i) Continuity and bad actor (malus) clauses applicable to the Bonus and the LTI
In addition to continuity of the beneficiary within the Group18, the accrual of the deferred remuneration
(both the Final LTI Amount and the deferred portion of the Bonus) is subject to none of the following circumstances arising, in the opinion of the board of directors at the proposal of the remuneration committee, during the period before each
delivery as a consequence of actions taken in 2015:
(i) |
Poor financial performance of the Group; |
(ii) |
Violation by the beneficiary of internal regulations, particularly those relating to risks; |
(iii) |
Material restatement of the Groups financial statements, when so considered by the external auditors, except when appropriate pursuant to a change in accounting standards; or |
(iv) |
Significant changes in financial capital or risk profile of the Group. |
The board of directors, at the proposal
of the appointments and remuneration committee and based on the level of achievement of such conditions, will determine the specific amount of the differed amount of the Bonus and the Final LTI Amount to be paid.
(ii) Other rules applicable to the Bonus and the LTI
|
|
|
The hedging of Santander shares received during the retention and deferral periods is expressly prohibited. The sale of shares is also prohibited for one year from the receipt thereof. |
|
|
|
On the occasion of each delivery of shares, and subject to the same requirements, the executive directors shall be paid an amount in cash equal to the dividends corresponding to such shares, and to the interest accrued
on the portion of the deferred amount of the Bonus to be paid in cash, in both cases, from the date of payment of the percentage of immediate payment of the Bonus through the date of payment of the corresponding Bonus or LTI. In those cases in which
the scrip dividend scheme (Santander Dividendo Elección) applies, the price paid shall be the price offered by the Bank for the bonus share rights corresponding to such shares.
|
C) Remuneration of directors for 2016
1. Remuneration of directors in their capacity as such
In
2016, the directors, for their status as such, will receive remuneration for the performance of duties of supervision and collective decision-making in the collective amount of up to six million euros as authorised by the shareholders at the 2013
ordinary general shareholders meeting (and again subject to approval of the shareholders at the 2015 general shareholders meeting), unless the shareholders approve a higher amount. According to the remuneration system, the components of
the remuneration shall be:
(i) |
Annual allotment; and |
The board of directors will approve the specific determination of the amount corresponding to
the above items for each of the directors and of the form of payment, for which purposes it will take into account, respectively (a) the duties performed by each director within their own decision-making body and their membership on various
board committees, and (b) attendance at meetings of the board and, if applicable, of the committees to which the director belongs, as well as (c) any other objective criteria.
In addition, in 2016 the Company will pay the premium for the civil liability insurance for its directors, obtained upon customary market terms and
proportional to the circumstances of the Company.
Independently of the directors right to receive remuneration for their status as such, they are
also entitled to receive such other compensation (salaries, incentives, bonuses, pensions, insurance and severance payments) as, following a proposal made by the remuneration committee and upon resolution by the board of directors, may be considered
appropriate in consideration for the performance of other duties in the Company, whether they are the duties of an executive director or otherwise, other than the duties of supervision and collective decision-making that they discharge in their
capacity as members of the board.
18. |
When termination of the relationship with Banco Santander or another entity of the Santander Group is due to retirement, early retirement or pre-retirement of the beneficiary, for a termination judicially declared to be
improper, unilateral separation for good cause by an employee (which includes, in any case, the situations set forth in Section 10.3 of Royal Decree 1382/1985, of 1 August, governing the special relationship of senior management, for the
persons subject to these rules), permanent disability or death, or as a result of an employer other than Banco Santander ceasing to belong to the Santander Group, as well as in those cases of mandatory redundancy, the right to delivery of the LTI
and the deferred amount of the Bonus (as well as applicable dividends and interest) shall remain under the same conditions in force as if none of such circumstances had occurred. |
In the case of death, the right shall pass to the successors of the beneficiary.
In cases of justified temporary leave due to temporary disability, suspension of the contract due to maternity or paternity, or leave to care
for children or a relative, there shall be no change in the rights of the beneficiary.
If the beneficiary goes to another company of the
Santander Group (including through international assignment and/or expatriation), there shall be no change in the rights thereof.
If the
relationship terminates by mutual agreement or because the beneficiary obtains a leave not referred to in any of the preceding paragraphs, the terms of the termination or temporary leave agreement shall apply.
None of the above circumstances shall give the right to receive the LTI or the deferred amount of the Bonus in advance. If the beneficiary or
the successors thereof maintain the right to receive the LTI or the deferred amount of the Bonus (as well as the corresponding dividends and interest), they shall be delivered within the periods and on the terms provided in the rules for the
respective plans.
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44 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
2. Remuneration of directors for the performance of executive duties
The remuneration of the executive directors shall conform to principles similar to those that applied in 2015, as described below.
2.1. Fixed components of remuneration
2.1.1. Gross
annual salary
The gross annual salary for the executive directors shall be the amount established by the board, upon a proposal of the remuneration
committee, that is consistent with the level of responsibility within the Institution such that it favours the retention of key professionals and attracts the best talent and the amount of which represents a significant proportion of their total
compensation.
The annual gross fixed remuneration may be revised annually based on the criteria approved from time to time by the remuneration committee.
The maximum increase for financial year 2016 may not be greater than 3% of the gross annual salary for financial year 2015.
2.1.2. Other fixed
components of remuneration
(i) |
Benefits systems: defined contribution plans (see section D) below). |
(ii) |
Social welfare benefits: The executive directors will also receive certain social welfare benefits such as life insurance premiums, medical insurance, company store vouchers, and the allocation of remuneration for
employee loans, all on market terms. Additional information in this regard is included in section D) below. |
2.2. Variable components of
remuneration
The executive director variable remuneration policy for financial year 2016 shall be based on principles similar to those of prior years
(and particularly those of financial year 2015), as described below:
|
|
|
Components of variable remuneration. The variable components of the remuneration of executive directors shall include, among other things: (i) a Bonus, to be received partly in cash and partly in
shares, while deferring collection of a portion of the Bonus for at least five years; (ii) an LTI that, if applicable, will be entirely received in shares on a deferred basis; and (iii) if applicable, contributions to benefits systems
calculated based on the variable remuneration of the corresponding director. |
|
|
|
Limitations on variable remuneration. The variable components of the executive directors total remuneration (including the Bonus and the LTI) for financial year 2016 must comply with a limit of 200% of the fixed
components. |
2.2.1. Bonus
(i) |
Determination of Bonus. |
The 2016 Bonus for executive directors shall be determined based on
a benchmark bonus approved for financial year 2016 which takes into account certain quantitative metrics, as well as additional qualitative factors:
|
a) |
Quantitative metrics: combination of predetermined and quantifiable economic/financial targets aligned with the strategic plan of the Group. These metrics shall take into account earnings and return targets, and risk
adjustments shall be considered. The metrics may be measured at the level of the Group and of the division if the director is responsible for managing a specific business division. The results of each metric may be compared to both the budget
established for the financial year as well as to growth compared to the prior year. |
|
b) |
Additional qualitative factors: in order to evaluate the quality of the results of the above metrics and to determine the individual Bonus, objective qualitative factors shall also be taken into account, which may
include the following: |
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|
|
Appropriate risk management and efficient consumption of capital. |
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|
|
Benchmarking of results against competing institutions. |
|
|
|
Benchmarking of customer satisfaction against competing institutions. |
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|
|
Changes in core capital, the Groups economic capital, the balance sheet and other relevant management factors. |
|
c) |
Additional conditions: finally, in determining the Bonus, there will be a verification as to whether the following circumstances occurred: |
|
|
|
If the quantitative metrics linked to the benefit do not reach a certain compliance threshold, the Bonus may not be greater than 50% of the benchmark bonus for 2016. |
|
|
|
If the results of the metrics linked to the benefit are negative, the Bonus shall be zero.. |
(ii) |
Form of payment of the Bonus: |
A minimum of 50% of the Bonus shall be paid in shares and the
remaining amount in cash, part in 2017 and a part deferred for at least five years, as follows:
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|
|
At least 60% of the Bonus will be deferred at least in fifths and will be paid, if applicable, in 2018, 2019, 2020, 2021 and 2022. The corresponding amount shall be paid each year net of taxes. |
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The remaining amount shall be paid in 2017, net of taxes. |
The portion in shares may not be
sold until the passage of at least one year from delivery thereof.
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45 |
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REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
2.2.2 LTI
(i) |
Determination and accrual of the LTI: |
The 2016 LTI of the executive directors is established
as a percentage of the benchmark bonus in 2016, based on which a maximum number of shares shall be determined. Both the initial setting of the LTI, upon the completion of financial year 2016, as well as the subsequent accrual thereof shall depend on
the behaviour of the metrics linked to the creation of value for the shareholder (such as the EPS), as well as economic/financial targets (such as ROTE), or other strategic priorities of the Group (e.g., employees, customers, shareholders), adjusted
for risks and evaluated over a multiyear period of at least 3 years. These metrics may be measured at the level of the Group or of the country or business, when appropriate, and the performance thereof may be relatively compared to a peer group.
Each metric for setting the LTI shall be associated with the performance of the Group or, if applicable, of a country or specific
business of the Group during financial year 2016 and linked to a compliance scale, established at the beginning of financial year 2016, which shall include a minimum threshold below which no incentive would be paid and a maximum one.
In addition, each metric for accrual of the LTI shall be associated with the performance of the Group or, if applicable, of a country or
specific business of the Group during the multi-annual benchmark period and linked to a compliance scale, established at the beginning of financial year 2016, which shall include a minimum threshold below which no incentive would be paid and a
maximum one.
(ii) |
Form of payment of the LTI: |
The LTI shall be paid entirely in shares, with payment thereof
being deferred to the financial year following the end of the multiyear accrual period set for it.
2.2.3 Common terms of the Bonus and the LTI
(i) |
Continuity and bad actor (malus) clauses applicable to the Bonus and the LTI |
Accrual
of the deferred remuneration (both the LTI as well as the deferred portion of the Bonus) shall also be subject to continuity of the beneficiary with the Group and the non-occurrence of the circumstances set forth in the corresponding malus
clauses, all upon terms similar to those indicated for financial year 2015.
(ii) |
Other rules applicable to the Bonus and the LTI |
|
|
|
The hedging of Santander shares received during the retention and deferral periods shall be expressly prohibited. The sale of shares will also prohibited for at least one year from the receipt thereof.
|
|
|
|
On the occasion of each delivery of shares, and subject to the same requirements, the executive directors shall be paid an amount in cash equal to the dividends corresponding to such shares, and to the interest accrued
on the portion of the deferred amount of the Bonus to be paid in cash, in both cases, from the date of payment of the percentage of immediate payment of the Bonus through the date of payment of the corresponding Bonus or LTI. In those cases in which
the scrip dividend scheme (Santander Dividendo Elección) applies, the price paid shall be the price offered by the Bank for the bonus share corresponding to such shares.
|
The remuneration committee may propose to the board adjustments in variable remuneration under exceptional
circumstances due to internal or external factors, and particularly to deal with regulatory changes or demands of the competent regulator or supervisory authority. These adjustments shall be described in detail in the corresponding report of the
remuneration committee and in the annual director remuneration report submitted each year to a consultative vote of the shareholders at the general shareholders meeting.
D) Terms of the contracts of the contracts of the executive directors
The terms for the provision of services by each of the executive directors are governed by the contracts signed by each of them with the Bank. The basic terms
and conditions of the contracts of the executive directors, besides those relating to the remuneration described above, are the following:
a)
Exclusivity and non-competition
Executive directors may not enter into contracts to provide services to other companies or entities except where
expressly authorised by the board of directors. In all cases, a duty of non-competition is established with respect to companies and activities similar in nature to those of the Bank and its consolidated Group.
Likewise, the contracts of the executive directors provide for certain prohibitions against competition and the poaching of clients, employees and suppliers
that may be enforced for two years after the termination thereof for reasons other than retirement, pre-retirement or a breach by the Bank. The compensation to be paid by the Bank for this prohibition against competition is 80% of the fixed
remuneration of the corresponding director, payable 40% on termination of the contract and 60% at the end of the 2-year period.
b) Code of conduct
There is an obligation to strictly observe the provisions of the Groups general code and of the code of conduct in the securities markets,
specifically with respect to rules of confidentiality, professional ethics and conflicts of interest.
c) Termination
The contracts are of indefinite duration and do not provide for any severance payment obligation in the case of termination other than as may be required by
law.
Notwithstanding the foregoing, if the termination of their contract occurs before 1 January 2018 other than due to his own decision, death or
permanent disability or to a serious breach of his obligations, Mr Rodrigo Echenique Gordillo shall have the right to receive a severance payment in the amount of two times his fixed salary.
In the event of termination of her contract by the Bank, Ms Ana Botín-Sanz de Sautuola y O Shea must remain permanently available to the Bank for
a period of 4 months to ensure a proper transition, during which period she receives her fixed salary.
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46 |
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REPORT OF THE COMMITTEES |
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REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
d) Pre-retirement and benefit plans
The contracts of the following executive directors acknowledge their right to pre-retire under the terms stated below when they have not reached retirement
age:
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|
|
Ms Ana Botín-Sanz de Sautuola shall have the right to pre-retirement in the event of separation for reasons other than their breach or voluntary retirement prior to reaching the age of 55. In such case, she shall
have the right to an annual allotment equal to the sum of her fixed remuneration and 30% of the average amount of the last variable remunerations of the executive chairman, with a maximum of three. This allotment shall be reduced by 20% in the event
of voluntary retirement prior to the age of 60. |
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|
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Mr Juan Rodríguez Inciarte shall have the right to pre-retirement in the event of separation for reasons other than his breach or voluntary retirement. In such case, he shall have the right to an annual allotment
equal to his fixed remuneration. |
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|
|
Mr José Antonio Álvarez Álvarez will be entitled to pre-retire in the event of cessation for reasons other than his own free will or breach of duty. In such case, he will be entitled to an annual
allocation equivalent to the fixed remuneration corresponding to him as a senior executive vice president. |
If Ms Ana Botín-Sanz de
Sautuola y OShea, Mr Juan Rodríguez Inciarte or Mr José Antonio Álvarez Álvarez take pre-retirement, they have the right to opt to receive the annual allotments in the form of an annuity or as capital (i.e. in a
lump sum), in whole but not in part.
The executive directors other than Mr Rodrigo Echenique participate in the defined benefit system created in 2012,
which covers the contingencies of retirement, disability and death. The Bank makes annual contributions to the benefit plans for the benefit of the other executive directors, except in the case of Mr Matías Rodríguez Inciarte, for whom
new contributions are not made. The annual contributions are calculated in proportion to their pensionable bases of the executive directors, and shall continue to be made until they leave the Group or until their retirement within the Group, death
or disability (including, if applicable, during pre-retirement). The pensionable base for purposes of the annual contributions is the one indicated above for the calculation of the allotment for pre-retirement (except in the case of Mr José
Antonio Álvarez, who during his term of office as CEO, will have a pensionable base equal to the sum of his fixed remuneration as such and 30% of the average of the last three of variable remuneration payments), with the amount of the
contributions being 55% in the cases of Ms Ana Botín-Sanz de Sautuola y OShea and Mr José Antonio Álvarez Álvarez and 50% in the case of Mr Juan Rodríguez Inciarte.
The benefit plan is outsourced to Santander Seguros y Reaseguros, Compañía Aseguradora, S.A., and the economic rights of the foregoing directors
thereunder belong to them regardless of whether or not they are active in the Bank at the time of their retirement, death or disability. As stated in section c) above, the contracts of these directors do not provide for any severance payment
obligation in the case of termination other than as may be required by law.
The contract with Mr Rodrigo Echenique Gordillo does not provide for any
charge to Banco Santander regarding benefits, without prejudice to the pension rights to which Mr Echenique was entitled prior to his appointment as executive director.
Finally, the contracts of Ms Ana Botín-Sanz de Sautuola, Mr José Antonio Álvarez
Álvarez and Mr Juan Rodríguez Inciarte include a supplemental benefit scheme for the contingencies of death (surviving spouse and child benefits) and permanent disability of serving directors, which gives the widow/widower and any
children under the age of 25 in the case of death, or the director in case of disability, the right to a pension supplemental to that which they would be entitled to receive from Social Security up to an annual maximum amount equal to his or her
respective pensionable bases, as indicated above in relation with the pre-retirement. Income to be received from the benefit system described above shall be deducted from the amount of the supplemental benefit, and the supplemental pension could
reach zero (but not less than zero).
e) Insurance and other salaries in kind
The Group has obtained life and health insurance for the directors.
For financial year 2015, the premiums for this insurance was 511 thousand euros. For financial year 2016, these premiums may change if there is a change
in the fixed remuneration of the directors or in their actuarial situation.
The executive directors are also insured under civil liability insurance held
by the Bank.
Finally, the executive directors may receive other salaries in kind (such as employee loans) in accordance with the customary policy
established by the Bank for the senior management.
f) Confidentiality and return of documents
A strict duty of confidentiality is established during the relationship and following termination thereof, pursuant to which executive directors must return to
the Bank the documents and items related to their activities that are in their possession.
g) Other terms and conditions
The advance notice periods contained in the contracts with the executive directors are as follows:
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|
Date of current contract |
|
|
By decision of the Bank (months) |
|
|
By decision of the director (months) |
|
Ms Ana |
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|
Botín-Sanz de Sautuola y OShea |
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|
26/01/2015 |
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Mr José |
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Antonio Álvarez |
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Álvarez |
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|
23/02/2015 |
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Mr Matías |
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|
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|
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Rodríguez |
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|
Inciarte |
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|
26/12/2012 |
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4 |
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4 |
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Mr Juan |
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|
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Rodríguez |
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|
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|
Inciarte |
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|
26/12/2012 |
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4 |
|
|
|
4 |
|
Mr Rodrigo |
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Echenique |
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Gordillo |
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26/01/2015 |
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Payment clauses in place of pre-notice periods are not contemplated.
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47 |
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REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
E) Appointment of new executive directors
The components of remuneration and basic contractual conditions described in this remuneration policy shall apply to any new director who is assigned executive
duties.
In particular, the total remuneration of such director for performing executive duties may not be greater than the highest remuneration received
by the current executive directors of the Company pursuant to the remuneration policy approved by the shareholders. The same rules shall apply if an executive director assumes new duties that did not previously apply thereto.
If executive responsibilities are assumed with respect to a specific division or country, the board of directors, at the proposal of the remuneration
committee, may adapt the metrics used for the establishing and accrual of the Bonus and the LTI in order to take into account not just the Group but also the respective division or country.
As regards the remuneration of a director in their capacity as such, it shall be included within the maximum distributable amount set by the shareholders and
to be distributed by the board of directors as described above.
2.6 Preparatory work and decision-making process with a description of the participation
of the remuneration committee and the identity of the external advisors
Remuneration committee
At its meeting of 20 February 2015, the remuneration committee prepared this report, which in section 2.5 contains the remuneration policy for financial
years 2015 and 2016, which will be submitted to the shareholders at the 2015 ordinary general shareholders meeting.
The committee has also prepared
the annual director remuneration report for financial year 2014, which is in the form provided by legal provisions. That report and this one have been approved by the board at its meeting of 23 February 2015.
It is expected that the annual director remuneration report will be submitted to the shareholders at the 2015 ordinary general shareholders meeting as a
separate item on the agenda and on a consultative basis.
External advisors
In all its decision-making processes, the remuneration committee and the board were able to compare the relevant data with that on the markets and comparable
entities, given the size, characteristics and activities of the Group. The remuneration committee and the board of directors have had the assistance of Towers Watson in the preparation of this report and in the formulation of the remuneration
policy.
ANNEX
Below is a
report on the deferred variable remuneration payments for financial years prior to 2014.
Variable remuneration in 2011, 2012 and 2013
Deferred and conditional variable remuneration plan
During 2011, 2012 and 2013, the board of directors of the Bank, upon a proposal of the appointments and remuneration committee, approved the first, second and
third cycle of the deferred conditional variable remuneration plan, which was used to implement the variable remuneration or bonus for financial years 2011, 2012 and 2013, respectively, of the executive directors and certain officers (including
senior management) and employees whose professional activities have a material impact on the risk profile, who exercise control duties, or whose total remuneration takes them into the same remuneration bracket as that of senior management and
employees whose professional activities have a material impact on the risk profile (all of whom are referred to as identified staff under the Guidelines on Remuneration Policies and Practices approved by the Committee of European Banking
Supervisors on 10 December 2010). To the extent that these cycles entail the delivery of shares of the Bank, the shareholders at the general shareholder meetings of 17 June 2011, 30 March 2012 and 22 March 2013, respectively,
approved the application of the first, second and third cycle of the deferred conditional variable remuneration plan.
The purpose of these cycles is to
defer a portion of the variable remuneration or bonus of the beneficiaries thereof for a period of three years for the payment, if any, in cash and in Santander shares, and also paying upon commencement the other portion of such variable
remuneration in cash and in Santander shares, in accordance with the rules described below. The payment of the deferred percentage of the bonus is deferred for a period of three years, paid in thirds within the fifteen days following the
anniversaries of the initial date (date on which the immediate bonus percentage is paid) in 2013, 2014 and 2015 for the first cycle, and within thirty days following the anniversaries of the initial date in 2014, 2015 and 2016 for the second cycle,
and in 2015, 2016 and 2017 for the third cycle, paying 50% in cash and 50% in shares, provided that the conditions described below are met.
Accrual of
the deferred remuneration is conditional upon continued service of the beneficiary with the Group and upon the absence, in the judgement of the board upon a proposal of the appointments and remuneration committee, of any of the following
circumstances in relation to the applicable year during the period prior to each of the deliveries: (i) inadequate financial performance by the Group; (ii) non-compliance by the beneficiary with internal rules, particularly with regard to
risks; (iii) a material restatement of the Groups financial statements, except if such restatement is made pursuant to a change in accounting rules, or (iv) significant changes in the Groups financial capital or risk profile.
All this, in each case, according to the regulations of the corresponding cycle plan.
On each delivery, the beneficiaries are paid an amount in cash
equal to the dividends paid for the deferred amount in shares and interest on the amount accrued in cash. In those cases in which the scrip dividend scheme (Santander Dividendo Elección) applies, the price paid is be the price offered
by the Bank for the free allotment rights corresponding to such shares.
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48 |
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REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
The maximum number of shares to deliver is calculated taking into account the amount resulting from applying
applicable taxes and the average weighted daily volume of the average weighted listing prices for the fifteen trading sessions prior to the date on which the board approves the bonus for the executive directors of the Bank for financial years 2011,
2012 and 2013 for the first, second and third cycle, respectively.
Set forth below is a report on the number of shares (taking gross amounts into account
for these purposes) that corresponded to each of the current executive directors under the first three cycles of this plan at the beginning of 2014, what was delivered during the year, and the balance at year-end. There is also a report of the
amount in thousands of euros paid during 2014 under the aforementioned cycles of this plan*.
* |
In addition, in February 2014, it has been delivered shares corresponding to the last third of the deferred conditional delivery shares plan (bonus for 2010). For more information, see note 5 of the 2014 Groups
annual account. |
1. Ms Ana Patricia Botín-Sanz de
Sautuola y OShea
Variable remuneration in 2011 (first cycle of deferred conditional variable remuneration plan)
|
|
|
|
|
|
|
|
|
|
|
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
17 June 2011 |
|
94,001 |
|
47,001 |
|
|
|
47,000 |
|
287 |
|
Variable remuneration in 2012 (second cycle of deferred conditional variable remuneration plan) |
|
|
|
|
|
|
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
30 March 2012 |
|
104,874 |
|
34,958 |
|
|
|
69,916 |
|
226 |
|
Variable remuneration in 2013 (third cycle of deferred conditional variable remuneration plan) |
|
|
|
|
|
|
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
22 March 2013 |
|
165,603 |
|
66,241 |
|
|
|
99,362 |
|
466 |
|
2. Mr José Antonio Álvarez Álvarez |
|
Variable remuneration in 2011 (first cycle of deferred conditional variable remuneration plan) |
|
|
|
|
|
|
Date of
implementation |
|
Shares 01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
17 June 2011 |
|
64,077 |
|
32,039 |
|
|
|
32,038 |
|
182 |
|
Variable remuneration in 2012 (second cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
30 March 2012 |
|
72,140 |
|
24,047 |
|
|
|
48,093 |
|
155 |
|
Variable remuneration in 2013 (third cycle of deferred conditional variable remuneration plan) |
|
|
|
|
|
|
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands of euros) |
22 March 2013 |
|
117,362 |
|
58,681 |
|
|
|
58,681 |
|
392 |
|
|
|
|
|
|
|
|
|
49 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
3. Mr Matías
Rodríguez Inciarte
|
|
|
|
|
|
|
|
|
|
|
Variable remuneration in 2011 (first cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
17 June 2011 |
|
125,756 |
|
62,878 |
|
|
|
62,878 |
|
357 |
|
Variable remuneration in 2012 (second cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
30 March 2012 |
|
124,589 |
|
41,530 |
|
|
|
83,059 |
|
267 |
|
Variable remuneration in 2013 (third cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
22 March 2013 |
|
172,731 |
|
69,092 |
|
|
|
103,639 |
|
462 |
|
4. Mr Juan Rodríguez Inciarte |
|
Variable remuneration in 2011 (first cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
17 June 2011 |
|
73,380 |
|
36,690 |
|
|
|
36,690 |
|
208 |
|
Variable remuneration in 2012 (second cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
30 March 2012 |
|
72,699 |
|
24,233 |
|
|
|
48,466 |
|
156 |
|
Variable remuneration in 2013 (third cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
22 March 2013 |
|
110,747 |
|
44,299 |
|
|
|
66,448 |
|
296 |
|
|
|
|
|
50 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 2. REPORT
ON THE DIRECTOR REMUNERATION POLICY |
5. |
Mr Emilio Botín-Sanz de Sautuola y García de los Ríos19 |
Variable remuneration in 2011 (first cycle of deferred conditional variable remuneration plan)
|
|
|
|
|
|
|
|
|
|
|
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending
delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
17 June 2011 |
|
99,551 |
|
49,776 |
|
|
|
49,775 |
|
282 |
|
Variable remuneration in 2012 (second cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
30 March 2012 |
|
65,927 |
|
21,976 |
|
|
|
43,951 |
|
141 |
|
Variable remuneration in 2013 (third cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending
delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
22 March 2013 |
|
105,718 |
|
42,287 |
|
|
|
63,431 |
|
282 |
6. Mr Javier Marín Romano20
|
|
|
|
|
|
|
|
|
|
|
Variable remuneration in 2011 (first cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending
delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
17 June 2011 |
|
51,921 |
|
25,961 |
|
|
|
25,960 |
|
147 |
|
Variable remuneration in 2012 (second cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending
delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
30 March 2012 |
|
58,454 |
|
19,485 |
|
|
|
38,969 |
|
125 |
|
Variable remuneration in 2013 (third cycle of deferred conditional variable remuneration plan) |
Date of
implementation |
|
Shares
01/01/2014 |
|
Shares delivered
in 2014 |
|
Shares retired
in 2014 |
|
Shares pending delivery in 2014 |
|
Cash paid in 2014 (thousands
of euros) |
22 March 2013 |
|
187,125 |
|
74,850 |
|
|
|
112,275 |
|
500 |
19. |
Ceased to be a director due to death on 9 September 2014. |
20. |
Ceased to be a director on 12 January 2015. |
|
|
|
|
|
|
|
|
|
51 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 3.
REMUNERATION OF THE MEMBERS OF SENIOR MANAGEMENT WHO ARE NOT DIRECTORS |
3 Remuneration of the members of senior management who are not directors
Remuneration
At
its meeting of 14 January 2015, the committee resolved to propose to the board of directors the approval of the 2015 gross annual salary, the Bonus and the LTI for financial year 2014 of the members of senior management who are not directors.
It also set the Approved LTI Amount based on the relative performance of the Banks TSR21 in 2014 compared to a peer group, as explained for the executive directors in section 2.3.2. The
proposal of the committee was approved by the board at its meeting of 16 January 2015.
The following table shows the remuneration of the executive
vice presidents of the Bank for the financial year 2014 in gross annual salary and Bonus. The portion of the Bonus for such year that is deferred in shares and in cash is also described, as well as the fair value of the Approved LTI Amount.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thousands of euros |
|
|
|
|
|
|
Salary remuneration |
|
|
|
|
|
|
|
Financial |
|
Number of |
|
|
|
|
|
Immediate bonus payment |
|
|
Deferred bonus payment |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
year |
|
people1 |
|
|
Fixed |
|
|
In cash |
|
|
In shares |
|
|
In cash |
|
|
In shares |
|
|
LTI |
|
|
Total |
|
|
remuneration5 |
|
|
Total |
|
2014 |
|
|
27 |
|
|
|
26,211 |
|
|
|
9,990 |
2 |
|
|
9,990 |
|
|
|
12,422 |
|
|
|
12,422 |
|
|
|
2,264 |
|
|
|
73,299 |
|
|
|
7,493 |
6 |
|
|
80,792 |
|
2013 |
|
|
28 |
|
|
|
26,040 |
|
|
|
9,521 |
3 |
|
|
9,521 |
|
|
|
9,588 |
|
|
|
9,588 |
|
|
|
|
|
|
|
64,257 |
|
|
|
8,416 |
|
|
|
72,673 |
|
2012 |
|
|
24 |
|
|
|
24,580 |
|
|
|
10,689 |
4 |
|
|
10,689 |
|
|
|
10,769 |
|
|
|
10,769 |
|
|
|
|
|
|
|
67,495 |
|
|
|
6,615 |
|
|
|
74,110 |
|
1. |
At some point in the year they occupied the position of executive vice president. The amounts reflect the remuneration for the full year regardless of the number of months in which the position of executive vice
president was occupied. |
2. |
At the meeting of 28 March 2014, the shareholders at the general shareholders meeting approved the fourth cycle of the deferred conditional variable remuneration plan (plan de retribución variable
diferida y condicionada), pursuant to which a portion of variable remuneration for financial year 2014 will be deferred for three years for payment, if any, in thirds, 50% in cash and 50% in Santander shares, provided that they have complied
with the conditions established for the receipt thereof. As of the date of this report, the 50% in cash and the 50% in shares of the non-deferred portion has been paid. |
In addition, as regards financial year 2014, the maximum amount of the LTI to which the executive vice presidents are entitled has been set by
the board of directors at a total of 6,238 thousand euros (with a fair value of 2,264 thousand euros). The accrual and amount of the LTI is subject to, among other things, compliance with the multiyear TSR goals provided for in the plan.
This LTI, if any shall be received wholly in shares and on a deferred basis by thirds (to be received in 2016, 2017 and 2018).
3. |
At the meeting of 22 March 2013, the shareholders at the general shareholders meeting approved the third cycle of the deferred conditional variable remuneration plan (plan de retribución variable
diferida y condicionada), pursuant to which a portion of variable remuneration for financial year 2013 will be deferred for three years for payment, if any, in thirds, 50% in cash and 50% in Santander shares, provided that they have complied
with the conditions established for the receipt thereof. As of the date of the report, the 50% in cash and the 50% in shares of the non-deferred portion, as well as the first third of the deferred portion (50% in cash and 50% in shares) has been
paid. |
4. |
At the meeting of 30 March 2012, the shareholders at the general shareholders meeting approved the second cycle of the deferred conditional variable remuneration plan, pursuant to which a portion of the variable
remuneration for financial year 2012 is paid on the same deferral and payment terms as the third cycle. As of the date of the report, the 50% in cash and the 50% in shares of the non-deferred portion, as well as the first and second thirds of the
deferred portion (50% in cash and 50% in shares) has been paid. |
5. |
Includes other items of remuneration such as life insurance premiums in the amount of 1,290 thousand euros (1,499 thousand euros during 2013). |
6. |
Additionally, it has been paid US$ 6.9 million for an extraordinary tax payment in the United States of America due to the transformation of certain pension plans of Banco Santander, S.A. |
In 2014 the ratio between the variable components of remuneration to the fixed components has been 108.7% of the
total for executive vice presidents, in all cases respecting the upper limit of 200% set by the shareholders.
For more information, see note 5 of the Notes to the financial statements of the Group for financial year 2014.
21. |
Those corresponding to the executive directors have been excluded. |
|
|
|
|
|
52 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 3.
REMUNERATION OF THE MEMBERS OF SENIOR MANAGEMENT WHO ARE NOT DIRECTORS |
Remuneration of the identified group
The committee proposes to the board the remuneration of executives whose activities may have a substantial impact on the assumption of significant risks by the
Group and the remuneration of executives performing control duties.
The aforementioned professionals, together with the executive directors, the other
members of senior management and the employees receiving remuneration similar to that of the senior management make up what is known as the supervised group (colectivo supervisado).
Every year, the remuneration committee reviews and, if applicable, updates the composition of such group in order to identify the persons within the
organisation who fall within the aforementioned parameters.
In 2014, the committee updated the standards for defining the identified staff for purposes
of conforming such definition to Directive 2013/36/EU, to Law 10/2014, and to Commission Delegated Regulation (EU) No 604/2014 of 4 March 2014 supplementing Directive 2013/36/EU of the European Parliament and of the Council with regard to
regulatory technical standards with respect to qualitative and appropriate quantitative criteria to identify categories of staff whose professional activities have a material impact on an institutions risk profile.
At year-end 2014, and taking into account such update in standards, the group was comprised of 1,090 executives
from the entire Group (including the executive directors and the members of senior management who are not director), which covers 0.6% of the workforce.
The executives within the identified group other than executive directors are subject to the same remuneration standards applicable to the latter (described
in sections 2.3.2 and 2.5), except for the various deferral percentage that apply based on the category thereof, and unless, as happened with the 2013 bonuses, the variable remuneration amount for 2014 that is paid or deferred in shares to the
executives of the Group in Brazil, Chile, Mexico, Poland, and Santander Consumer USA is delivered in shares of their own entities. During the 2015 financial year, the board of directors will maintain its flexibility for agreeing total or partial
payment in shares of Banco Santander and/or the respective subsidiary in the proportion it considers appropriate in each case (subject, in any event, to the maximum number of Santander shares to be delivered as agreed by shareholders at the general
meeting and any regulatory restrictions applicable in each jurisdiction).
The aggregate amount of the 2014 variable remuneration of the identified group,
excluding the amount of remuneration of the executive directors and of the other executive vice presidents (described in earlier sections of this report) was as follows:
Remuneration 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
executives |
|
Fixed |
|
|
Bonus |
|
|
Immediate payment in cash (30%) |
|
|
Immediate payment in shares (30%) |
|
|
Deferred payment in cash (20%)1/2 |
|
|
Deferred payment in shares (20%)1/2 |
|
|
LTI |
|
|
Other remuneration |
|
|
Total3 |
|
1,0584 |
|
|
235,342 |
|
|
|
288,243 |
|
|
|
83,342 |
|
|
|
82,251 |
|
|
|
61,325 |
|
|
|
61,325 |
|
|
|
16,122 |
|
|
|
39,001 |
|
|
|
578,708 |
|
1. |
Generally applied percentages. In some countries the percentages to defer may be higher for certain categories of executives, also resulting in a lower proportion of immediate payment. In addition, those officers whose
variable remuneration is less than 50,000 are not subject to deferral and receive their full bonus immediately in cash. |
2. |
In 3 years: 2015, 2016 and 2017, subject to continuation of the beneficiary, with the exceptions provided in the rules and regulations of the plan and the non-triggering of bad actor (malus) clauses.
|
3. |
The amount of the LTI to which the identified group is entitled has been set by the board of directors at a total of 44,413 thousand euros (with a fair value of 16,122 thousand euros). The accrual and amount
of the LTI is subject to, among other things, compliance with the multiyear TSR goals provided for in the plan. This LTI, if any shall be received wholly in shares and on a deferred basis by thirds (to be received in 2016, 2017 and 2018).
|
4. |
This number includes all members of the Identified Group who are not executive directors or members of senior management. Pursuant to the qualitative standards of Commission Delegated Regulation (EU) No 604/2014, this
number includes the non-executive directors of the bank, although their remuneration is not included in the figures of this table or in the previous footnote. The remuneration of the non-executive directors in their condition as such, which does not
include any variable component, is described in section 2.3 of this report. |
In 2014, the ratio between the variable components of remuneration to the fixed components for the entire
identified staff (excluding that corresponding to the remuneration of the executive directors and the other executive vice presidents - as described in this report) was 108.4%, in all cases complying with the limit applicable to each of them.
The amounts set forth above were approved by the board at its meeting of 16 January 2015, at the proposal formulated by the appointments and remuneration
committee at its meeting of 14 January 2015.
|
|
|
|
|
|
|
|
|
53 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE REMUNERATION COMMITTEE 4.
CONCLUSION |
4. Conclusion
During financial year 2014, the remuneration committee has satisfactorily discharged the duties assigned thereto by the Bylaws and the Rules and Regulations of
the Board.
|
|
|
|
|
54 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE RISK SUPERVISION, REGULATION AND COMPLIANCE COMMITTEE |
Report of the risk supervision, regulation and compliance committee 2014
|
|
|
|
|
1 |
|
2 |
|
3 |
|
|
|
Introduction |
|
Activities during 2014 |
|
Conclusion |
|
|
|
|
|
2.1 Risk |
|
|
|
|
|
|
|
2.2 Compliance |
|
|
|
|
|
|
|
2.3 Research and public policy service |
|
|
|
|
|
|
|
2.4 Corporate governance |
|
|
|
|
|
|
|
|
|
|
|
55 |
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE RISK SUPERVISION, REGULATION AND COMPLIANCE COMMITTEE |
1. Introduction
Regulation
The
risk supervision, regulation and compliance committee of the Bank was created in June 20141, with general powers to support and advise the board of directors on risk supervision and control, on
the definition of the Groups risk policies, on relations with supervisory authorities and on regulation and compliance.
The committee is regulated
by articles 54 bis of the Bylaws and 17 bis of the Rules and Regulations of the Board2.
The
committee has assumed a portion of the duties until now attributed to the audit committee3.
Duties
The duties of the risk supervision, regulation and compliance committee include the following:
|
|
|
Support and advice to the board in defining and assessing risk policies affecting the Group, and in determining the risk appetite and risk strategy. The Groups risk policies shall include: |
|
i. |
The identification of the various types of risk (operational, technological, financial, legal and reputational, among others) that the Company faces, including, among financial and economic risks, contingent liabilities
and others which are off-balance sheet. |
|
ii. |
The setting of the risk appetite that the Company deems acceptable. |
|
iii. |
The planned measures to mitigate the impact of identified risks, in the event that they materialise; and |
|
iv. |
The information and internal monitoring systems that will be used to monitor and manage such risks. |
|
|
|
Assisting the board in monitoring the implementation of the risk strategy. |
|
|
|
Systematically review exposure to principal customers, economic sectors of activity, geographic areas and risk types. |
|
|
|
Know and assess the management tools, improvement initiatives, evolution of projects and any other relevant activity relating to the control of risks, including the policy on internal risk models and the internal
validation thereof. |
|
|
|
Support and advice to the board regarding supervisors and regulators in the different countries where the Group operates. |
|
|
|
Supervise the observance of the general code of conduct, the manuals and procedures for the prevention of money laundering and financing of terrorism and, in general, the rules of governance and compliance program in
effect in the Company, and make such proposals as are deemed necessary for the improvement thereof. In particular, the committee shall have the duty to receive information and, if applicable, issue a report on disciplinary measures to be imposed
upon members of senior management. |
|
|
|
Supervision of the Groups policy and governance and compliance rules and, in particular, of the adoption of actions and measures that result from the reports issued or the inspection proceedings carried out by the
administrative authorities of supervision and control. |
|
|
|
Tracking and evaluation of policy proposals and regulatory changes that may be applicable, and possible consequences for the Group. |
|
|
|
Report on any proposed amendments to the Rules and Regulations of the Board prior to the approval thereof by the board of directors. |
Composition of the Committee and Attendance at its Meetings in 2014
At the date hereof, the composition of the risk supervision, regulation and compliance committee is as follows:
Chairman:
Mr Bruce Carnegie-Brown (vice-chairman of
the board and lead director)
Members:
Mr Guillermo
de la Dehesa Romero4 (vice-chairman of the board)
Ms Sheila C. Bair
Mr Carlos Fernández González
Mr Ángel Jado
Becerro de Bengoa
Ms Isabel Tocino Biscarolasaga
Mr Juan
Miguel Villar Mir
General secretary:
Mr Ignacio Benjumea Cabeza de Vaca
1. |
The risk supervision, regulation and compliance committee held its first meeting on 23 July 2014. |
2. |
The Bylaws and the Rules and Regulations of the Board of Banco Santander are published on the Groups website (www.santander.com). |
3. |
Pages 4 to 12 of this document contain detailed information on the regulation and duties of the audit committee, as well as its activities during 2014. |
4. |
Mr Guillermo de la Dehesa Romero will continue to be considered an independent non-executive director until the completion of his term at the next general shareholders meeting, and if re-elected at such time
will be considered a non-executive director who is neither proprietary or independent due to having been in the position for more than 12 years at the expiration of his term. It is expected that Mr de la Dehesa continue to be a member of this
committee. |
|
|
|
|
|
56 |
|
|
|
|
|
|
|
REPORT OF THE COMMITTEES |
|
REPORT OF THE RISK SUPERVISION, REGULATION AND COMPLIANCE COMMITTEE
1. INTRODUCTION |
The board of directors, at its meeting of 25 November, took notice of the resignation from the position of
director and member and chairman of this committee, Mr Fernando de Asúa Álvarez. The board, upon a proposal of the appointments committee, has appointed as replacement Mr Bruce Carnegie-Brown, effective as from
12 February 2015.
The six directors making up the risk supervision, regulation and compliance committee are non-executive and independent.
As provided in its regulations, the committee meets as many times as it is called to meeting by resolution of the committee itself or of its chairman, and at
least four times a year. This committee held 5 meetings during 2014.
The attendance of committee members at the meetings of the risk supervision,
regulation and compliance committee5 during 2014 was as follows:
|
|
|
|
|
Number of meetings and attendance |
|
|
|
Mr Fernando de Asúa Álvarez1 |
|
|
5/5 |
|
Ms Sheila C. Bair |
|
|
5/5 |
|
Mr Rodrigo Echenique Gordillo2 |
|
|
4/5 |
|
Mr Ángel Jado Becerro de Bengoa |
|
|
5/5 |
|
1. |
Ceased to be a member and chairman of the committee on 12 February 2015. |
2. |
Ceased to be a member of the committee on 16 February 2015. |
During 2014, each of the directors who are
members of the risk supervision, regulation and compliance committee devoted an average of approximately 25 hours to preparing and participating in the meetings thereof.
The function of secretary of the committee, who has the right to be heard but does not have the right to vote, is performed by the secretary of the board of
directors, who is also the general secretary of the Bank, which facilitates a fluid and effective relationship with the various units of the Group that must cooperate with or provide information to the committee.
Operation of the committee
Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (CRD IV) was
approved in the European Union in June 2013.
Article 76 of CRD IV requires credit institutions to create a risk committee made up of non-executive
directors who have the knowledge, skills and expertise to fully understand and monitor the risk strategy and the risk appetite of the institution. According to this directive, the committee shall: (i) advise the board on the institutions
overall current and future risk appetite and strategy; (ii) assist the management body in overseeing the implementation of that strategy by senior management; (iii) review whether prices of liabilities and assets offered to clients take
fully into account the institutions business model and risk strategy; (iv) where prices do not properly reflect risks in accordance with the business model and risk strategy, present a remedy plan to the board; and (v) examine
whether incentives provided by the remuneration system take into consideration risk, capital, liquidity and the likelihood and timing of earnings.
To
adapt to the requirements of CRD IV, the Bank, by resolution of the shareholders, amended the Bylaws and the Rules and Regulations of the Board governing the general rules for this committee in their respective articles 54 bis and 17 bis.
The Rules and Regulations of the Board provide that meetings of the committee shall be validly held when at least one-half of its members are present in
person or by proxy, and resolutions must be adopted upon a majority vote of those present. Proxies may be granted to another member.
Minutes of the
meetings of the risk supervision, regulation and compliance committee are drawn up and made available to all members of the board (article 17 bis.7 of the Rules and Regulations of the Board).
Article 17 bis.5 of the Rules and Regulations of the Board provides that the committee may require that any employee of the Bank, including members of
management, attend its meetings.
As arises from the activities report below, the committee maintains fluid and permanent contact with the Groups
management team, and the head of the risk division and the Groups compliance director, among others, regularly attend its meetings.
5. |
Under the provisions of article 54 bis of the Bylaws and article 17 bis of the Rules and Regulations of the Board, the risk supervision, regulation and compliance committee held its first meeting on 23 July 2014.
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REPORT OF THE COMMITTEES |
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REPORT OF THE RISK SUPERVISION, REGULATION AND COMPLIANCE COMMITTEE
2. ACTIVITIES DURING 2014 |
2. Activities during 2014
This section provides a summary of the activities of the risk supervision, regulation and compliance committee
during financial year 2014, grouping the activities according to the committees basic duties. The chart below shows the approximate amount of time devoted to each area of responsibility at the meetings held by the committee during financial
year 2014.
Approximate time dedicated to each duty
In the chart above, the corporate governance section accounts for the estimated amount of time devoted by the committee to
reviewing and preparing documents regarding this item and for evaluation of efficiency and compliance with the Banks corporate governance rules and procedures.
2.1 Risk
To comply with the commitments and duties attributed
to this committee with regard to risks, the risk division has made repeated presentations thereto of both an overall view of the Groups risks and a specific analysis of risk types by geographical location, as well as various matters and
projects relating to the management and control of risks within the Group, including a review of risk appetite.
This work of information and analysis is
performed by providing a view of all risks and focusing on those issues that allow the committee to advise the board on risk matters and, if applicable, to make the appropriate recommendations.
Overall view of the Groups risks
In order to
provide an overall view of all risks, the committee has been provided with the Groups risk report on a monthly basis, which report contains a complete overview of all risks, by unit and aggregated at the corporate level.
The content of this document is governed by the recommendations of regulators regarding accuracy (the
information included should be accurate, precise and validated), completeness (should cover all risks, including risk limits and appetite and include future estimates), identification of potential and emerging risks, focus on decision-making (should
include the actions proposed to mitigate the risks), and usefulness (there should be an appropriate balance between the data, the analysis and the qualitative comments).
View by type of risk
To ensure an appropriate level of
analysis, this forum presents specific views by type of risk. The committee is therefore informed regarding:
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Market (trading) risk: main aspects to be highlighted in the management of the trading books (risk profile, organisation of the function within the Group, form of measurement and analysis, among others) and
special attention points (market liquidity risk, model risk and operational risk). At the request of the committee itself, there was further exploration of the trading risk metrics and control processes, as well as the scenarios used in the stress
tests and in the existing measures to increase controls on operational risk of treasury share activities. |
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Liquidity risk: principles and roles in risk management and the risk profile, regulatory ratios, and liquidity risk appetite and metrics. |
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Model risk: management concept and model. |
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Operational risk: focus on monitoring losses and status of the AMA project. |
View by unit
In order to facilitate an appropriate view of risk within the various geographic areas, the local risk directors report to the committee on the risk profile
for which they are responsible. Chile and the United Kingdom have made presentations that contain an overall view of all risks, risk appetite, identification of potential and emerging risks, and proposed mitigation activities.
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2. ACTIVITIES DURING 2014 |
Issues or projects regarding risk management and control within the Group
The committee was informed on other relevant matters regarding proper risk management and control within the Group, such as the Risk Data Aggregation and Risk
Reporting Framework (RDA-RRF) projects, with a description of goals, regulatory context, governance and status; and the Comprehensive Assessment, anticipating the new supervisory methodology, with a focus on the principal aspects of the Asset
Quality Review and Stress Test.
2.2 Compliance
The
director of compliance provided information at the 5 meetings held by the committee in 2014 to report on matters within his purview. He also reported at 6 meetings of the audit committee.
Codes of conduct
At the meeting of the committee of
22 December 2014, the director of compliance made a presentation on the codes of conduct affecting the largest number of professionals of the Group: the General Code of Conduct and the Code of Conduct in Securities Markets. The former is
applicable to all employees and directors of Group companies. The latter is restricted to those individuals who, due to their activities, are in closer contact with the markets. At present approximately 12,000 persons of the various countries in
which the Group operates are considered to be covered persons.
Breaches of the General Code of Conduct and the Code of Conduct in Securities Markets are
handled by the responsible bodies, and there were no breaches during the financial year that could be considered material.
Finally, in 2014 certification
was obtained from AENOR of the crime prevention risk management system, of which a fundamental element is the complaint reporting channel, the operation of which is described below.
Receipt of reports through whistleblowing channels
The committee was informed at its meeting of 22 December 2014 of the creation within the Group of 26 reporting channels, with reports being recorded in
2014 in Germany, Brazil, the U.S.A., the United Kingdom, Poland and Spain.
There was a total of more than 400 reports received during 2014. The most
common reasons refer to a breach of internal rules by employees or for improper behaviour or not observing the Groups policies or procedures.
Annual compliance report as swap dealer
At the audit
committees meeting of 25 March 2014, the Groups compliance director referred to the annual report required by the U.S. Commodity Futures Trading Commission (CFTC) on the policies, procedures and controls applied to ensure compliance
with the regulations applicable to the Banks activities as a swap dealer. Pursuant to these rules, the report was submitted on 27 March to the board, which approved it.
Prevention of money laundering
Money laundering
prevention policies and systems are global and corporate in nature at Santander. The prevention organisation attends to 149 different units of the Group established in 35 countries. 885 professionals of the Group currently perform the function of
preventing money laundering and the financing of terrorism, of which 85% are exclusively dedicated to this task.
During financial year 2014, this
committee and the audit committee were informed by the director of compliance on the Groups money laundering and terrorism financing prevention systems and on specific regulatory matters affecting various units thereof.
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2. ACTIVITIES DURING 2014 |
Measures proposed by the supervisory authorities
The committee is responsible for reviewing compliance with such courses of action and measures as result from the reports issued or the inspection proceedings
carried out by the administrative authorities having functions of supervision and control.
During 2014, this committee and the audit committee has had
access to the reports issued by supervisory authorities both in Spain and in other countries where the Group does business. In addition, the committee has regularly received follow-up reports on the principal matters, and was able to verify the
proper implementation of the proposed measures.
The committee was informed of the most significant comments made by the supervisors of the countries in
which the Group is present at a meeting held in Madrid with the supervisor association on 30 June and 1 July.
2.3 Research and public policy service
The committee is informed by the directors of the research and public policy service.
The main duties of the Groups research service are the following: (i) preparation of macroeconomic and financial scenarios to prepare the budget
and medium-term planning, as well as macroeconomic stress scenarios for the internal and regulatory exercises; (ii) drafting of reports on macroeconomic perspectives for internal distribution; and (iii) issuance of interest rate and
exchange rate forecasts.
As regards the public policy area, its main duties are to monitor regulatory trends, analysing the impact thereof and the
implication they will have on the business, and participating in the determination of the Groups position with respect thereto and the action plans that should be implemented to comply therewith; and to participate in the processes of drafting
rules in the principal markets in which the Group has a presence (participation in working groups, drafting of proposals, etc.).
2.4 Corporate governance
Rules and Regulations of the Board
On 5 July,
certain amendments of the Rules and Regulations of the Board were recorded with the Companies Register of Cantabria, after approval by the board of directors of the Bank at its meeting of 23 June, following a favourable report of the audit
committee dated 28 May.
The principal changes are summarised below:
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Conform the definitions of executive, proprietary and independent director to those provided for in Order ECC/461/2013. |
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Amend the articles of the rules and regulations governing the positions of chairman and vice-chairman of the board and of chief executive officer, and include a new article governing the figure of lead director
(consejero coordinador), to conform the provisions thereof to the bylaw amendments approved by the shareholders on 28 March and further develop them to the extent appropriate. |
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Make changes to the provisions governing the committees of the board, particularly giving rise to the creation of the new risk supervision, regulation and compliance committee. |
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Modify the rules of operation of the meetings of the board, which may be convened by the lead director. |
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As provided by the Bylaws, include a limit on the variable components of the executive directors remuneration in relation to the fixed components. |
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Repeal the prior transitory provision, replacing it with a new one governing the provisional rules by which independent directors with more than 12 years in the position may be deemed independent directors until the end
of their term. |
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In addition, on 23 September 2014, there were registrations with the commercial registry of Cantabria other
amendments approved by the board at its meeting of 14 September with the approval of the committee, the purpose of which was to adjust the current provisions to refer to the rules on limitations and incompatibilities applicable to the
Banks directors, currently governed by article 26 of Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, which replaces Law 31/1968 of 27 July on incompatibilities and limitations of the
chairmen, directors and senior executive officers at private banks.
Annual corporate governance report
A detailed description of good governance rules and procedures is contained in the Banks annual corporate governance report for financial year 2014
(prepared in accordance with the provisions of the Securities Market Act, Order ECC 461/2013 of 20 March, and CNMV Circular 5/2013 of 12 June) and in the corporate governance report included in the Groups annual report.
Evaluation session
At its meeting held on
20 February 2015, and pursuant to article 17 bis.4.f) of the Rules and Regulations of the Board, the committee prepared a document evaluating the effectiveness of and compliance with the Banks governance rules and procedures.
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3. CONCLUSION |
3. Conclusion
During the months since its recent creation, the committee has begun to discharge the duties assigned thereto by
the Bylaws and the Rules and Regulations of the Board.
The committee has maintained continuous contact with the heads of the risk area and the compliance
director, among others.
The committee continues its review of the processes established to ensure proper compliance with applicable law and with the
Groups internal policies, rules and procedures, and to ensure that management gives a prompt and adequate response to the measures proposed by the supervisory authorities.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Banco Santander, S.A. |
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Date: March 2, 2015 |
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By: |
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/s/ José García Cantera |
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Name: José García Cantera |
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Title: Chief Financial Officer |