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Organisational Requirements and Governance for Banks

Directors’ Organisational Requirements

The board must have at least five members and a maximum of 11, ensuring an odd number of directors. This composition allows for effective decision-making and diverse perspectives.

• Term Length: Directors remain in office for three years and can be re-elected.
• Meeting Frequency: The board must meet once a month to ensure regular discussions and decision-making processes are upheld.

Internal Organisation and Governance

Internal organisation is carried out by the board of directors, which must provide governance through:

• Senior management
• Committees
• Policies

The board must adopt measures to stay informed about bank management and general situations.

Corporate Governance

Chapter 1-13 of the Updated Compilation of Rules (Recopilación Actualizada de Normas) defines corporate governance as a set of institutional instances that influence decision-making processes. This framework ensures banks operate with transparency, accountability, and responsibility.

Appointment of Auditors and Experts

Banks must appoint external auditing firms to review:

• Accounting statements
• Inventory reports
• Financial statements

External auditors are appointed by shareholders at regular shareholder meetings within the first quarter of each year.

Supervisory Regime for Bank Management

Directors are subject to specific restrictions to ensure their independence and impartiality:

• Cannot be directors or employees of any financial institution
• Cannot hold a position appointed by the President of the Republic
• Cannot be an employee of a state company or other associated public entity
• Cannot be an employee of the same bank (unless they are general manager for a maximum of 90 days)