Banco de Sabadell SA

The Board Strategy and Sustainability Committee was set up in 2021 and is chaired by the Chairman of the Board of Directors, in the capacity of Other External Director. It is formed of five Directors: three Independent, one Other External and its Chair. This Board Committee met 15 times in 2024. [...] This Board Committee is responsible for analysing and reporting to the Board of Directors on environmental risk policies and for reporting to the Board of Directors on any amendments or periodic updates of the environmental risk strategy. It is also responsible for supervising the model for identifying, controlling and managing risks and opportunities in relation to sustainability including, where applicable, environmental risks. [...] The Board Strategy and Sustainability Committee carries out regular monitoring of the Institution's progress in ESG matters through the review of the Corporate Sustainability Report, which contains information about the overall ESG environment in the context of the macroeconomic and regulatory environment, and about the Institution's ESG outlook, the integration of ESG risks into management arrangements and the priority indicators of Sabadell's Commitment to Sustainability. [...] As part of the above-mentioned regular monitoring and review of the Corporate Sustainability Report (CSR), the Board Committee was informed of the Institution's progress as a sustainable Institution through, among other things, the Sustainability Indicator and compliance with the the objectives set forth in Sabadell's Commitment to Sustainability, the presentation of the Institution's ESG training activities for employees, and the Institution's ESG plans, such as the 2024 ESG Communication Plan and the 2024 Activities Plan of the Internal Audit for Sustainability. In addition, through the CSR, information was also provided on progress made to mobilise sustainable financing and on aspects related to sustainability disclosure and rating agencies. [...] Lastly, the Board Committee reports to the Board of Directors, on a monthly basis, on all information concerning proposals, assessments, research and work carried out by the Board Committee in relation to matters within its sphere of competence discussed at its meetings each month."
"The Strategy and Sustainability Committee, established in 2021, has the following competences related to sustainability: — Analysing and advising the Board of Directors on the Bank's sustainability and environmental policies. — Advising the Board of Directors on possible amendments and regular updates of the sustainability strategy. — Analysing the definition and, as necessary, amending diversity and integration, human rights, equal opportunity and work-life balance policies and evaluating their degree of fulfilment on a regular basis. — Reviewing the Bank's social action strategy and its sponsorship and patronage plans. — Reviewing and reporting on the Non-Financial Disclosures Report Report before the Audit and Control Committee reviews and reports on it and it is subsequently authorised by the Board of Directors. — Receiving information in connection with reports, written communiqués or communications from external supervisory bodies within the scope of this Committee's competencies.

###### Board Committees

The Board Strategy and Sustainability Committee was set up in 2021 and is chaired by the Chairman of the Board of Directors, in the capacity of Other External Director. It is formed of five Directors: three Independent, one Other External and its Chair. This Board Committee met 15 times in 2024.

This Board Committee is responsible for analysing and reporting to the Board of Directors on environmental risk policies and for reporting to the Board of Directors on any amendments or periodic updates of the environmental risk strategy. It is also responsible for supervising the model for identifying, controlling and managing risks and opportunities in relation to sustainability including, where applicable, environmental risks.

Banco Sabadell continues to move forward with its activities and organisation to support and accelerate the important economic and social transformations that contribute to sustainable development and the fight against climate change.

Firm in its resolve, the Bank maintains its Commitment to Sustainability, approved in 2022, which sets out an action framework that integrates a forward-looking vision, for the period 2025-2050, of Environmental, Social and Governance (ESG) commitments in the Bank's strategy, aligns the Bank's business objectives with the Sustainable Development Goals (SDGs), and establishes levers to activate the transformation and promotion of initiatives in this area.

The Board Strategy and Sustainability Committee carries out regular monitoring of the Institution's progress in ESG matters through the review of the Corporate Sustainability Report, which contains information about the overall ESG environment in the context of the macroeconomic and regulatory environment, and about the Institution's ESG outlook, the integration of ESG risks into management arrangements and the priority indicators of Sabadell's Commitment to Sustainability.

As part of the above-mentioned regular monitoring and review of the Corporate Sustainability Report (CSR), the Board Committee was informed of the Institution's progress as a sustainable Institution through, among other things, the Sustainability Indicator and compliance with the the objectives set forth in Sabadell's Commitment to Sustainability, the presentation of the Institution's ESG training activities for employees, and the Institution's ESG plans, such as the 2024 ESG Communication Plan and the 2024 Activities Plan of the Internal Audit for Sustainability. In addition, through the CSR, information was also provided on progress sustainability disclosure and rating agencies.

Lastly, the Board Committee reports to the Board of Directors, on a monthly basis, on all information concerning proposals, assessments, research and work carried out by the Board Committee in relation to matters within its sphere of competence discussed at its meetings each month.

On matters of strategy, the Chief Executive Officer takes part in the meetings, with full voting and speaking privileges, meaning that on such matters this Board Committee has six members.

With regard to sustainability, the Board Committee has the following duties:
— Analyse and inform the Board of Directors about the Institution's sustainability and environmental policies.
— Inform the Board of Directors of any modifications or regular updates of the sustainability strategy.
— Analyse the definition and, where applicable, amendment of policies on diversity and integration, human rights, equal opportunities and work-life balance and evaluate the level of compliance therewith on a regular basis.
— Review the Bank's social action strategy and its sponsorship and patronage plans.
— Review and report on the Sustainability Report prior to its review and reporting by the Board Audit and Control Committee and its subsequent sign-off by the Board of Directors.
— Receive information in connection with reports, documents or communications from external supervisory bodies within the scope of responsibility of this Board Committee.

Other Board Committees are involved to various degrees in the sustainability governance arrangements:

In 2021, the Board Appointments and Corporate Governance **Committee took on duties in relation to the disclosure of internal** corporate policies and regulations, the oversight of rules on corporate governance, and the relationship with shareholders and investors, proxy advisers and other stakeholders. This Board Committee is formed of three Independent Directors and one Other External Director.

The Board Audit and Control Committee oversees the process to prepare and submit regulated financial and non-financial information and escalates to the Board of Directors recommendations or proposals intended to safeguard its integrity. It is also in charge of reporting to the Board of Directors, prior to publication, on the financial information and the Directors' Report, which include mandatory non-financial information that the Institution is required to disclose on a regular basis. Where necessary and in coordination with the Board Risk Committee, it oversees and assesses the effectiveness of internal policies and systems for the control and management of all risks, encompassing the Institution's financial and non-financial risks, including operational, ICT, social, environmental, policy and reputational risks or those related to corruption, and it provides oversight to ensure that the main direct or indirect risks are reasonably identified, measured and controlled. This Board Committee is formed of four Independent Directors, its Chair being an audit expert.

The Board Risk Committee oversees the implementation of the Institution's Global Risk Framework Policy and is responsible for advising and supporting the Board of Directors with regard to the monitoring of the Bank's risk appetite and general risk strategy, taking into account all types of risks, to ensure that they are in line with the Institution's business strategy, objectives, corporate culture and values. This Board Committee is responsible for supervising and ensuring that all of the Group's risks are properly taken, controlled and managed, in accordance with the Directors on the performance of its duties. This Board Committee is formed of four Independent Directors.

Board of Directors: in relation to the management and control of environmental risk management, the Board is ultimately responsible for embedding it into the general strategy and for establishing the necessary mechanisms for its review. Its duties range from monitoring environmental risk to approving and reviewing the organisational and functional framework for managing, controlling and reporting on this risk, approving the associated policies and reviewing them on an annual basis. Lastly, it is worth noting that the Board of Directors has received specific training on climate risk management, the impact deriving from climate risks, policies and rules on the topic, as well as measurement metrics such as the carbon footprint and decarbonisation pathways. [...] Board Risk Committee: responsible for supervising and ensuring that all of the Group's risks are properly taken, controlled and managed, in accordance with the Group's Risk Appetite Statement, and for reporting to the Board of Directors on the performance of its duties. [...] Board Strategy and Sustainability Committee: responsible for analysing and reporting to the Board of Directors on environmental risk policies and for reporting to the Board of Directors on any amendments or periodic updates of the environmental risk strategy. It is also responsible for supervising the model for identifying, controlling and managing risks and opportunities in relation to sustainability including, where applicable, environmental risks. [...] Board Audit and Control Committee: its main duty is to supervise the effectiveness of the Group's internal control, internal audit and risk management systems, coordinating with the Board Risk Committee as necessary. Environmental risks, among other aspects, are included. [...] Management Committee: this is the most senior management body of the Institution and it is responsible, among other things, for all matters related to the development of the business in the various geographies, as well as matters arising from financial planning and financial activity, those relating to organisation and human resources, technology and all other aspects related to day-to-day business management. [...] Sustainability Committee: this management body is responsible for establishing the Bank's Sustainable Finance Plan and monitoring its execution, as well as defining and disclosing the general action principles related to sustainability and promoting the development of related projects and initiatives. Its duties include reporting on a regular basis to the Management Committee and reporting, at least once a year, to the Board Strategy and Sustainability Committee on the progress made with the Sustainability Plan and its initiatives. It meets on a monthly basis to monitor the most salient topics in relation to ESG. On a regular basis, the Corporate Sustainability Report is submitted to the Sustainability Committee and then subsequently to different bodies within the Bank. [...] Technical Risk Committee: this is the management body responsible for supervising the management and control of the Institution's risks and which supports the Board Risk Committee in performing its duties. Every month, a Credit Risk Dashboard is submitted, which includes, among other things, the evolution of the Institution's existing stock of loans and new loans granted for activities classified as carbon-related, carbon-intensive, green and social, as well as the carbon footprint in terms of financed emissions, the evolution of the established decarbonisation pathways and the quantification of physical and transition risks in the credit book."
"Banco Sabadell adheres to the Code of Good Tax Practice (Código de Buenas Prácticas Tributarias, or CBPT), approved by the Large Company Forum, of which it is a member, and acts in accordance with the recommendations contained therein. Banco Sabadell voluntarily submits the Annual Tax Transparency Report on a yearly basis to the State Tax Agency (AEAT). [...] In order to detect and manage any elements that could put the aforesaid ethical and responsible behaviour at risk, the Group has a complaints channel in place that enables participation and dialogue with the various stakeholders. [...] The principles set forth in the aforesaid tax strategy are the principles of efficiency, prudence, transparency and minimisation of tax risk, which aim to ensure compliance with current tax legislation by promoting responsible and transparent actions with regard to tax, in accordance with the requirements of customers, shareholders, tax authorities and other stakeholders. [...] The attainment of the objectives set out in the tax strategy and compliance with the fundamental principles that govern it are ensured through the establishment of a tax risk management and control system, which is embedded in Banco Sabadell Group's global risk management and control framework. [...] The purpose of the tax risk policy is to ensure that any tax risks that could affect the tax strategy are identified, assessed and managed in a systematic way and it establishes the governance structure in relation to the management and control of tax risk. The backbone of the aforesaid structure is the direct involvement of the Institution's governing and management bodies within a corporate model based on three lines of defence, with clearly assigned roles and responsibilities. To this end, the Board Audit and Control Committee oversees the effectiveness of the risk management systems. In 2023, the Board Audit and Control Committee supervised the Group's tax management, focusing particularly on the implementation of the tax strategy and its guiding principles, the actions carried out to adequately analyse tax affairs, the main tax-related proceedings and actions on corporate tax governance (such as the voluntary submission of the Annual Tax Transparency Report for 2022, or the development of the stages subsequent to the submission and receipt of the Annual Tax Transparency Report for 2021)."
"The Strategy and Sustainability Committee, established in 2021, has the following competences related to sustainability: — Analysing and advising the Board of Directors on the Bank's sustainability and environmental policies. — Advising the Board of Directors on possible amendments and regular updates of the sustainability strategy. — Analysing the definition and, as necessary, amending diversity and integration, human rights, equal opportunity and work-life balance policies and evaluating their degree of fulfilment on a regular basis. — Reviewing the Bank's social action strategy and its sponsorship and patronage plans. — Reviewing and reporting on the Non-Financial Disclosures Report before the Audit and Control Committee reviews and reports on it and it is subsequently authorised by the Board of Directors. — Receiving information in connection with reports, written communiqués or communications from external supervisory bodies within the scope of this Committee's competencies. [...] The Sustainability Committee, established in 2020 and chaired since 2021 by the General Manager and head of Sustainability and Efficiency, is the body in charge of establishing the Bank's Sustainable Finance Plan and monitoring its execution, defining and publicising the general principles of action in sustainability matters and promoting the development of projects and initiatives.

In 2021, following the amendment of the Articles of Association, a Strategy and Sustainability Committee was set up, which has the following remit with regard to sustainability: — Review the Entity's sustainability and environmental policies. — Advise the Board of Directors on any amendments and regular updates of the sustainability strategy. — Review the definition and amendment of diversity and integration, human rights, equal opportunity and work-life balance policies and evaluate their degree of compliance on a regular basis. — Review the Bank's social action strategy and its sponsorship and patronage plans. — Review and report on the Entity's Non-Financial Disclosures Report before the Audit and Control Committee review and report thereon and its subsequent preparation by the Board of Directors. — Receive information in connection with reports, written notices or communications from external supervisory bodies within the scope of this Committee's competences. [...] The Sustainability Committee, set up in 2020 and chaired from 2021 by the Deputy General Manager and head of the newly created Sustainability Division in 2021, Ms Ana Ribalta, is the body responsible for establishing the Bank's Sustainable Finance Plan and monitoring its implementation, defining and disseminating the general principles of action in the area of sustainability and promoting the development of projects and initiatives."
"The Remuneration Committee is entrusted with making proposals to the Board of Directors regarding the Directors Remuneration Policy and the individual remuneration and other contractual conditions of the Executive Directors while overseeing their compliance, in accordance with the Regulation of the Board of Directors and the Committee itself. Similarly, the Remuneration Committee has, at least, the following basic responsibilities, as outlined in article 18 of the Regulation of the Board of Directors and further implemented in the Regulations of the Remuneration Committee: a) Proposing the Director Remuneration Policy to the Board of Directors. b) Proposing to the Board of Directors the remuneration policy for the General Managers or others who perform the bank's senior management functions reporting directly to the Board, the Delegated Committee or the CEOs, as well as the individual remuneration and other contractual conditions of the Executive Directors while overseeing their compliance. c) Regularly reviewing the remuneration policy. d) Reporting on the share-based and/or option-based remuneration programmes d) Periodically reviewing the general principles in terms of remuneration, as well as the compensation programmes of all employees, weighting their compliance with these principles. f) Ensuring that the remuneration is transparent. g) Ensuring that any potential conflicts of interest do not impair the independence of the external advice in the different corporate documents, including the Report on Director Remuneration. [...] In accordance with the provisions of article 62 of the Articles of Association, at the end of 2021 Banco Sabadell's Remuneration Committee comprised four non-executive Directors, all of whom were Independent Directors, as follows: Composition: Chairman Ms Aurora Catá Sala Members Mr Anthony Frank Elliott Ball Mr. George Donald Johnston III Mr José Ramón Martínez Sufrategui Non-member Secretary Mr Gonzalo Barettino Coloma [...] In accordance with the provisions of article 19 of the Regulation of the Board of Directors and its own Regulations, the Risk Committee is responsible for informing the Remuneration Committee as to whether the employee compensation programmes are consistent with the Group's risk, capital and liquidity. In accordance with article 16 of the Regulation of the Board of Directors and its own Regulations, the Audit and Control Committee is responsible for supervising the process of drafting and presenting the regulated financial information, including that related to remuneration, verifying compliance with the regulatory requirements and the correct application of the accounting criteria. In particular, an annual audit of the Remuneration Policy is performed, whose conclusions are submitted to the Remuneration Committee. The proposals by the Remuneration Committee are submitted to the Board of Directors for its consideration and, as appropriate, approval.

In February 2022, the Board of Directors updated the Sustainability Policy, aiming to provide a framework for all of the Institution's activities and organisation within ESG parameters, which incorporate environmental, social and governance factors in decision-making and, at the same time, based on those parameters, to respond to the needs and concerns of all of its stakeholders. The Sustainability Policy establishes out the basic principles on which the Banco Sabadell Group relies to address the challenges posed by sustainability, and it defines the pertinent management parameters, as well as the organisation and governance structure necessary for its optimal implementation. [...] The Strategy and Sustainability Committee, established in 2021, has the following competences related to sustainability: — Analysing and advising the Board of Directors on the Bank's sustainability and environmental policies. — Advising the Board of Directors on possible amendments and regular updates of the sustainability strategy. — Analysing the definition and, as necessary, amending diversity and integration, human rights, equal opportunity and work-life balance policies and evaluating their degree of fulfilment on a regular basis. — Reviewing and reporting on the Non-Financial Disclosures Report before the Audit and Control Committee reviews and reports on it and it is subsequently authorised by the Board of Directors. — Receiving information in connection with reports, written communiqués or communications from external supervisory bodies within the scope of this Committee's competencies. [...] The Sustainability Committee, established in 2020 and chaired since 2021 by the Deputy General Manager and head of Sustainability and Efficiency, is the body in charge of establishing the Bank's Sustainable Finance Plan and monitoring its execution, defining and publicising the general principles of action in sustainability matters and promoting the development of projects and initiatives.

In February 2022, the Board of Directors updated the Sustainability Policy, aiming to provide a framework for all of the Institution's activities and organisation within ESG parameters, which incorporate environmental, social and governance factors in decision-making and, at the same time, based on those parameters, to respond to the needs and concerns of all of its stakeholders. The Sustainability Policy establishes out the basic principles on which the Banco Sabadell Group relies to address the challenges posed by sustainability, and it defines the pertinent management parameters, as well as the organisation and governance structure necessary for its optimal implementation. [...] The Board Strategy and Sustainability Committee, established in 2021, is formed of five Directors (two Other External Directors and three Independent Directors) and is chaired by the Chairman of the Board of Directors. This Board Committee met 13 times in 2022. [...] On sustainability, the Committee has the following duties: — Analysing and advising the Board of Directors on the Institution's sustainability and environmental policies. — Advising the Board of Directors on possible amendments and regular updates of the sustainability strategy. — Analysing the definition and, as necessary, amending diversity and integration, human rights, equal opportunities and work-life balance policies and evaluating their degree of fulfilment on a regular basis. — Review the Bank's social action strategy and its sponsorship and patronage plans. — Reviewing and reporting on the Institution's Non-Financial Disclosures Report before the Audit and Control Committee reviews and reports on it and it is subsequently authorised by the Board of Directors. — Receiving information in connection with reports, written communiqués or communications from external supervisory bodies within the scope of this Committee's competencies.

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