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Committees No. of meetings Hours^*

Executive committee 58 290

Risk committee 97 291

Audit and compliance committee 12 60

Appointments and remuneration committee 17 51

Technology, productivity and quality committee 2 4

International committee 2 4

* Estimated hours of average dedication per director.

the independent director Ms Isabel Tocino Biscarolasaga as members of the executive committee.

There are currently eight directors sitting on the committee, of whom four are executive and the other four 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).

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.

At the board meeting of 29 April 2013 it was resolved to appoint the independent director Mr Rodrigo Echenique Gordillo as member of the risk committee.

The committee is currently made up of five directors, of whom two are executive and three are independent non-executive. Its chairman is a vice-chairman with executive duties pursuant to the Rules and Regulations of the Board (article 15.1).

Pages 162 et seq. of this annual report contain broad information regarding the risk committee and the Group’s risk policies, the responsibility for which (article 3 of the Rules and Regulations of the Board) is part of the board’s general duty of supervision.

At the 2014 annual general meeting and in compliance with the recent CRD IV, the board of directors will propose an amendment to the bylaws which envisages the establishment of a new committee to assist the board on matters of risk, regulation and compliance. Once this committee has been set up, the risk committee will retain its powers with respect to risk management and the new committee will assume advisory and support functions on

questions of supervision and risk control, the definition of Group risk policies, relations with supervisors and compliance issues, the latter being handed over from the present audit and compliance committee, which will henceforth be known as the audit committee.

Audit and compliance committee

The audit and compliance committee, among other duties, reviews the Group’s financial information and its internal control and risk management systems, serves as a communication channel between the board and the auditor, ensuring the independent exercise of the latter’s duty, supervises work regarding the internal audit function, and is informed of the reports published both by Spanish supervisory authorities and by those of other countries in which the Group has business. It normally meets on a monthly basis (it met 12 times in 2013).

As provided in the Bylaws (article 53) and the Rules and Regulations of the Board (article 16), the audit and compliance committee must be made up of non-executive directors, the majority of whom must be independent. Its chairman shall be an independent director. It is currently composed of four independent non-executive directors.

At the board meeting on 29 April 2013, the resignation of Mr Manuel Soto Serrano as director and chairman of the audit and compliance committee was recorded and the independent director Mr Guillermo de la Dehesa Romero was appointed as new member and chairman of the audit and compliance committee.

The audit and compliance committee prepared a report regarding its activities in 2013, which is available to the shareholders as part of the annual documentation.

Appointments and remuneration committee Banco Santander established the appointments and remuneration committee, then named the compensation committee, in 1995.

This committee, among other duties, proposes the director remuneration policy to the board, producing the corresponding report, and proposes the appointments and remuneration of its members including the executives and 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 four current members are non-executive directors.

During financial year 2013, none of the members of the appointments and remuneration committee was an executive director, member of senior management or employee of the Bank, and no executive director or member of the senior management of the Bank sat on the board (or on the remuneration committee) of companies that employed members of the appointments and remuneration committee.

Since 2004, the appointments and remuneration committee has published an activities report which, since 2006, has also included the report on director remuneration policy.

Technology, productivity and quality committee The technology, productivity and quality committee (article 13 of the Rules and Regulations of the Board) 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 increase productivity, and programmes for the improvement of service quality and measuring procedures, as well as those relating to means and costs.

It is made up of four directors, of whom three are executive and one is independent non-executive.

International committee

The international committee (article 13 of the Rules and Regulations of the Board) has the duty to monitor the development of the Group’s 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 initiatives and commercial strategies of the various units within the Group and of the new projects arising for it.

It is made up of seven directors, of whom three are executive and four are independent non-executive.

* * *

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 president calling such meetings.

During financial year 2013, nine directors not forming part of the executive committee each attended an average of 11 meetings thereof.