# SUITABILITY OF DIRECTORS, SENIOR EXECUTIVES AND KEY FUNCTION HOLDERS

## INFORMATION ON THE PROCEDURES IN PLACE TO ENSURE THE SUITABILITY OF DIRECTORS, SENIOR EXECUTIVES OR EQUIVALENT, THOSE RESPONSIBLE FOR INTERNAL CONTROL FUNCTIONS AND OTHER KEY FUNCTION HOLDERS, AS WELL AS THE MECHANISMS IN PLACE TO COMPLY WITH THE RULES ON INCOMPATIBILITIES.

In accordance with Law 10/2014 of 26 June on the regulation, supervision and solvency of credit institutions, Royal Decree 84/2015 of 13 February implementing the law, and Article 26 of the Rules and Regulations of the board of directors of Banco Santander, S.A. (“Banco Santander”), directors, senior executives or equivalent, persons in charge of internal control functions and other key function holders of credit institutions (hereinafter, “Key Function Holders”) must be individuals of recognised commercial and professional repute and have adequate knowledge and experience to carry out their duties. In the case of directors, they must also be in a position to provide sound governance of the institution, for which purpose the absence of conflicts of interest and the ability to devote sufficient time to carry out their functions are verified. Key Function Holders are also subject to the regime of limitations and incompatibilities established in the aforementioned regulations.

In compliance with these provisions, Banco Santander has in place appropriate internal procedures to carry out the selection and ongoing assessment of the suitability of Key Function Holders, taking into account the criteria of repute, experience and sound governance, as well as the applicable regime of limitations and incompatibilities, in accordance with current legislation and corporate governance guidelines (the joint EBA and ESMA guidelines on the assessment of the suitability of members of the management body and key function holders of 2021, and the ECB Guide to fit and proper assessments, also from 2021).

In accordance with these internal procedures, when appointing or re-electing each member of the Key Function Holders, the board of directors of Banco Santander, upon a favourable report from the nomination committee, which is disclosed in each Annual Corporate Governance Report, assesses whether the candidate meets the applicable suitability requirements and any limitations or incompatibilities.

In addition, the nomination committee conducts an annual suitability reassessment process of the Key Function Holders, as well as of the board of directors as a whole, and reports its conclusions to the board of directors.

The nomination committee also reassesses the suitability of Key Function Holders whenever new circumstances arise that warrant such reassessment. To that end, Key Function Holders must immediately inform the Group of any fact or circumstance that may affect their assessment of suitability or qualification to hold office or perform their duties. Directors must also inform the nomination committee of any professional activity or position outside the Group for which they have been proposed. They must also inform the board of any direct or indirect conflict of interest they or their related persons may have with Banco Santander’s interests, and of any circumstances that affect them—whether or not related to their role at the Bank—that may impair the Bank’s standing or reputation (including, in particular, any criminal charges under which they are being investigated and how the proceedings evolve), all in accordance with Article 36 of the Rules and Regulations of the board of directors.