Corporate Governance and Remuneration Policy

INFORMATION UNDER CNMV CIRCULAR 3/2017

Intermoney Valores, SV, SA

For the purposes of complying with Circular 3/2017 of 29 November of the Spanish National Securities Market Commission (CNMV), this document provides, either directly or through the links indicated, the mandatory information on Corporate Governance and Remuneration Policy that Intermoney Valores, SV, SA (hereinafter, IM Valores) is required to make public.

ARTICLES OF ASSOCIATION

To access the Articles of Association governing IM Valores, click here.

GOVERNING BODIES AND BOARD COMMITTEES

The rules governing the composition and functioning of the Governing Bodies are set out in Title III of the Articles of Association.

As shown in the chart of the Organisational Structure, apart from the General Shareholders’ Meeting and the Board of Directors itself, IM Valores has no other Governing Body. Nor are there any committees established within the Company.

RISK MANAGEMENT

To identify, measure, manage, control and internally report the risks to which the Company is or may be exposed, Intermoney Valores follows the same procedures and criteria as its parent company, CIMD, SA, which are described in detail in sections 5 to 10 of the Solvency Report. Please note that the figures shown in the report are aggregated (at Group level).

INTERNAL CONTROL MECHANISMS

As indicated in section 12 of the Solvency Report, the CIMD Group has a Unit that performs the regulatory compliance and risk management functions for the Group’s investment firms (hereinafter, IFs) located in the European Union. It also has a Unit that performs the internal audit functions at Group level.

Pursuant to section 2 of Rule Nine of CNMV Circular 1/2014 of 26 February, the internal audit functions required of the IF have been assumed by CIMD, SA, the Group’s parent company; in turn, IM Valores has delegated its regulatory compliance and risk management functions to CIMD, SA.

The staff of the above Units are external to IM Valores, which gives them a greater degree of independence in the performance of their duties.

With regard to administrative and accounting procedures, the chart shown in Organisational Structure shows that the Group has a Finance and Administration Department responsible for carrying out the Company’s accounting functions.

This area reports to the Company’s General Management. However, in performing its functions it is subject to the guidelines and procedures established by the Finance and Administration Department of CIMD, SA; the main reason for this structure is to maintain accounting criteria and procedures consistent with the rest of the Group’s entities (confidential statements are submitted to the CNMV monthly, as required by regulation).

In this regard, with the aim of ensuring the maximum independence of Intermoney Valores, not only from the other Group companies but also in carrying out the functions inherent to its business, the members of this Area report directly to the General Management of Finance and Administration of CIMD, SA, although the function they perform is aimed at meeting the Company’s administrative and accounting management needs.

Their functions can be divided into two main blocks:

• Administration: the functions of this area are performed by the Finance and Administration Department of CIMD, SA:
  • Invoicing management (collections and payments).
  • Accounting records.
  • Valuation of the investment/trading portfolio.
• Middle/Back Office. Its main functions are:
  • Confirmation and recording of all transactions.
  • Settlement of transactions; and
  • Resolution of incidents.

BOARD OF DIRECTORS

To view information on the Company’s Board of Directors, click here.

NOMINATION AND REMUNERATION COMMITTEE

CIMD, SA, the Group’s parent company, applying, as in many other respects, the principle of proportionality according to the size, internal organisation, and nature and scope of the activities carried out by the Group’s various regulated entities, has established within it a “Nomination and Remuneration Committee”, which has been assigned the functions set out in Articles 62 and 109, respectively, of Royal Decree 813/2023.

This Committee is currently composed of three non-executive directors of CIMD, SA and a non-director Secretary.

AUDIT COMMITTEE AND RISK COMMITTEE

CIMD, SA, the Group’s parent company, has an Audit Committee that meets at least four times a year and is currently composed of four non-executive directors of CIMD, SA who are not involved in the day-to-day management of the business.

Its main function is to oversee the Group’s internal audit function provided to its various companies (particularly those supervised by the CNMV), ensuring the proper functioning of their information and internal control systems.

Other functions:

1. Proposing the appointment of the Statutory Auditor and ensuring their independence.
2. With regard to Internal Audit services: reviewing the Group’s Annual Internal Audit Plan and annual activity report; ensuring the independence and effectiveness of the Internal Audit function; and verifying that Senior Management takes into account the conclusions and recommendations of the reports issued on the various subsidiaries.

In addition, this Committee has assumed the functions assigned to the Risk Committee under Article 89 of Royal Decree 813/2023, relating to the Risk Management Unit.