2. Thousand year old olive trees at Grupo Santander City, Boadilla del Monte, Madrid, Spain
3. 2 Key figures 48 Report on corporate governance
4 Letter from the Chairman 51 Ownership structure
8 Letter from the Chief Executive Officer 54 Banco Santander’s board of directors
12 Corporate governance 70 Shareholders’ rights and
16 The share general shareholders’ meeting
72 Banco Santander’s senior management
18 Banco Santander’s business model 74 Transparency and independence
19 Commercial focus 76 Unified Good Governance Code
22 Disciplined use of capital and financial strength
23 Prudence in risks 78 Financial and economic report
24 Geographic diversification 80 Consolidated financial report
26 Model of subsidiaries 99 Report by business areas
27 The Santander brand 10 1. Main segments or geographical areas
27 Efficiency 136 2. Secondary segments or businesses
28 Santander’s businesses in 2011 144 Risk management report
28 Grupo Santander results 146 Executive summary
30 Continental Europe 148 Corporate principles of risk management
34 United Kingdom 152 Corporate governance of the risks function
36 Latin America 154 Integral control of risk
40 United States-Sovereign 156 Credit risk
41 Global businesses 166 Credit exposure in Spain
178 Market risk
44 Sustainability 188 Management of financing and liquidity risk
47 Human resources 193 Operational risk
196 Reputational risk
198 Adjustment to the new regulatory framework
200 Economic capital
203 Risk training activities
204 Appendices
206 Compliance programme
210 Historical data
212 General information
4. Key figures
Balance sheet and income statement Million euros 2011 2010 % 2011/2010 2009
Total assets 1,251,525 1,217,501 2.8 1,110,529
Customer loans (net) 750,100 724,154 3.6 682,551
Customer deposits 632,533 616,376 2.6 506,976
Managed customer funds 984,353 985,269 (0.1) 900,057
Shareholder’s funds(1) 80,629 75,273 7.1 70,006
Total managed funds 1,382,980 1,362,289 1.5 1,245,420
Net interest income 30,821 29,224 5.5 26,299
Gross income 44,262 42,049 5.3 39,381
Net operating income 24,373 23.853 2.2 22,960
Profit from continuing operations 7,881 9,129 (13.7) 9,427
Attributable profit to the Group 5,351 8,181 (34.6) 8,943
Ratios (%) 2011 2010 2009
Efficiency (with amortization) 44.9 43.3 41.7
ROE 7.14 11.80 13.90
ROTE(2) 10.81 18.11 21.05
ROA 0.50 0.76 0.86
RoRWA 1.07 1.55 1.74
Core capital (BIS II) 10.02 8.80 8.61
Tier 1 11.01 10.02 10,08
BIS II ratio 13.56 13.11 14.19
Tangible capital/tangible assets(3) 4.4 4.4 4.3
Ratio of basic financing(4) 81.2 79.6 76.0
Loan-to-deposit ratio(5) 117 117 135
Non-performing loan (NPL) ratio 3.89 3.55 3.24
NPL coverage 61 73 75
The share and capitalisation 2011 2010 % 2011/2010 2009
Number of shares in circulation (million)(6) 8,909 8,329 7.0 8,229
Share price (euros) 5.870 7.928 (26.0) 11.550
Market capitalisation (million euros) 50,290 66,033 (23.8) 95,043
Shareholders’ funds per share (euros)(1) 8.62 8.58 8.04
Share price/shareholders’ funds per share (times) 0.68 0.92 1.44
PER (share price/attributable profit per share) (times) 9.75 8.42 11.05
Attributable profit per share (euros) 0.6018 0.9418 (36.1) 1.0454
Diluted attributable profit per share (euros) 0.5974 0.9356 (36.1) 1.0382
Remuneration per share (euros) 0.6000 0.6000 0.0 0.6000
Total shareholder return (million euros) 5,260 4,999 5.2 4,919
Other figures 2011 2010 % 2011/2010 2009
Number of shareholders 3,293,537 3,202,324 2.8 3,062,633
Number of employees 193,349 178,869 8.1 169,460
Continental Europe 63,866 54,518 17.1 49,870
United Kingdom 26,295 23,649 11.2 22,949
Latin America 91,887 89,526 2.6 85,974
Sovereign 8,968 8,647 3.7 8,847
Corporate activities 2,333 2,529 (7.8) 1,820
Number of branches 14,756 14,082 4.8 13,660
Continental Europe 6,608 6,063 9.0 5,871
United Kingdom 1,379 1,416 (2.6) 1,322
Latin America 6,046 5,882 2.8 5.745
Sovereign 723 721 0.3 722
(1) In 2011, scrip dividend for May 2012 estimate.
(2) Return on tangible capital.
(3) (Capital +Reserves+Minority Interests+Profits-Treasury stock-Dividends-Valuation adjustments-Goodwill-Intangibles)/(Total assets-Goodwill-Intangibles).
(4) (Deposits+Medium and long-term wholesale financing+net equity/Total assets (excluding derivatives).
(5) Includes retail commercial paper in Spain.
(6) In 2011, includes shares issued to meet the exchange of preferential shares in December 2011.
2 ANNUAL REPORT 2011
5. Santander posted an attributable profit of EUR 5,351 million
in 2011 and assigned EUR 3,183 million to provisions,
while strengthening its solvency and maintaining shareholder
remuneration at EUR 0.60 per share for the third year running.
Gross income Net operating income
Million euros Million euros
+ 5.3% 2011/2010 + 2.2% 2011/2010
24,373
44,262
23,853
42,049
22,960
39,381
2009 2010 2011 2009 2010 2011
Attributable profit Total dividend payout
Million euros Million euros
– 34.6% 2011/2010 + 5.2% 2011/2010
5,260
8,943
8,181
4,999
4,919
5,351
2009 2010 2011 2009 2010 2011
Efficiency Core capital
% BIS II criteria. %
+ 1.6 p.p. 2011/2010
+ 1.22 p.p. DEC 2011/DEC 2010
10.02
44.9
43.3
41.7
8.80
8.61
2009 2010 2011 DEC 09 DEC 10 DEC 11
ANNUAL REPORT 2011 3
6. Letter from the Chairman
Emilio Botín
In a very difficult economic, financial and regulatory
environment, Banco Santander maintained its policy of giving
priority to strengthening its balance sheet as regards capital,
liquidity and provisions and generated an attributable profit of
EUR 5,351 million, 34.6% less than in 2010.
This profit was generated after setting aside EUR 1,812 million
of gross provisions, which were not required, to clean up our
real estate assets. This increased coverage for repossessed
property to 50% and got ahead of the extra provisioning
requirements for the financial system approved by the
government on February 3, 2012.
This provisions, together with writing down part of the goodwill
of Banco Santander Portugal, reduced net profits for the year by
EUR 1,670 million.
Net capital gains in 2011 from the strategic alliance with the
insurer Zurich in Latin America and the entry of new partners
into the capital of Santander Consumer Finance in the United
States amounted to EUR 1,513 million and were used to bolster
the balance sheet via other provisions.
Net operating income (gross income less operating expenses)
was EUR 24,373 million, underscoring the Group’s strength and
capacity to generate results.
We improved the capital base and liquidity and notably
reinforced our balance sheet. With a core capital of 9.01%,
according to the more demanding criteria of the European
Banking Authority, Banco Santander complied with the EBA’s
Emilio Botín new capital requirements six months ahead of the deadline.
The requirements recently approved by the government and the
Bank of Spain to raise coverage of bad property loans in Spain
“In the last five years, the total will require EUR 2,300 million of provisions, over and above
those made ahead of time against 2011’s earnings. These
shareholder remuneration paid provisions will be fully charged in 2012.
by Banco Santander was
EUR 24,000 million”
4 ANNUAL REPORT 2011
7. Shareholder remuneration 1. Geographic diversification and recurring nature
The Group’s sound results will enable, as I said at the last of revenues
shareholders’ meeting, the total remuneration per share to be Banco Santander has achieved a geographic positioning in the
maintained at EUR 0.60 for the third year running. I would like last few years centred on its 10 core markets, with an
to point out that in the last five years, thanks to recurring profits appropriate balance between developed countries (which
and international diversification, Banco Santander’s shareholder contribute 46% of the Group’s profits) and emerging markets
remuneration amounted to EUR 24,000 million. (54%).
The Santander Dividendo Elección (scrip dividend) offers our The retail banking model, developed via our 15,000 branches,
shareholders the option to receive part of the dividend in cash which provide services to 102 million customers, give us
or new shares. Since its launch three years ago, more than 80% recurring growth in commercial revenues in most of the
of capital has chosen shares. The board agreed to propose to countries where we operate.
the next shareholders’ meeting applying this programme for the
fourth dividend payment (May 2012). In 2011, we sold Banco Santander Colombia for $ 1,225 million.
Our market share in Colombia is far from the 10% we aspire to
In short, Banco Santander demonstrated its capacity to generate have in the markets in which we are present in order to create
results to meet simultaneously the EBA’s capital requirements, value for our shareholders. This operation generated EUR 615
substantially increase provisions for bad property loans and million of net capital gains, which will be recorded in 2012 and
maintain the remuneration at EUR 0.60 per share. assigned to further clean up bad property loans, in accordance
with the new rules.
Banco Santander’s response to
the challenges of the environment 2. Capital and liquidity management and model
for subsidiaries
In my view, the Bank faced three big challenges in 2011 and
Our overriding priority objective in 2011 was to strengthen the
they will continue to determine the international economic and
balance sheet.
financial situation in the coming quarters:
In October 2011, the European Banking Authority announced
• Weak economic activity, particularly in developed countries.
the core capital requirements for the main European banks and
• Very unstable financial markets, especially European sovereign set June 30 2012 as the deadline for meeting them. In
debt markets. December, the EBA said Santander needed a further EUR 15,302
million of capital to comply with these requirements.
• And very significant regulatory measures and changes,
particularly higher liquidity and capital requirements for banks. Banco Santander has yet again demonstrated its flexibility and
capacity of execution and, in just two months, we reached the
Banco Santander has four management drivers, enabling it, core capital of 9% required by the EBA.
from a position of strength, to comply with this new scenario
and continue to gain ground over its competitors: Our goal is to have a core capital of 10%, one percentage point
above the EBA’s requirement and well above the demands of
the new Basel III regulation and those applicable to systemically
important financial institutions.
We maintained a comfortable liquidity position by increasing our
deposits base without having to remunerate above market rates.
Meanwhile, the maturity profile of our debt, concentrated in the
medium and long term, enables us not to have to go to the
debt markets in Spain and Portugal. All of this, coupled with
weak demand for loans in developed countries, produced an
improvement in our liquidity situation. The loan-to-deposit ratio
reached 117% at the end of 2011 (135% in 2009).
ANNUAL REPORT 2011 5
8. The Group’s international expansion model, via subsidiaries that 4. Model of operational and commercial efficiency
are autonomous in capital and liquidity and in many cases listed, Banco Santander is the most efficient international bank among
gives us access to markets in an efficient and rapid way and it its competitors, with a cost-to-income (efficiency) ratio of 45%
facilitates the funding of aquisitions. compared to the average of 60% of our competitors.
The financial autonomy of these units is very well viewed by the The model of operational and commercial efficiency, with the
Group’s regulator and by local regulators, as it acts as a fire- same technology for the Group’s banks, generates cost
break, limiting the risk of contagion from any problem between synergies and economies of scale, allows for the exchange of
the Group’s units. best business practices between countries and enables us to
make significant investments in innovation, development and
We were the first international bank to present its living will to security for the benefit of our customers.
the regulator thanks to the transparency of our model of
autonomous subsidiaries. These four management drivers are strengthened by the strong,
solid and attractive Santander brand. Santander is today the
3. Prudent risk management world’s fourth most valuable financial brand according to Brand
Banco Santander’s traditional policy of prudence in risks has Finance.
enabled the Group to maintain a non-performing loans (NPLs)
ratio lower than the sector’s average in all countries where we ***
do business. Moreover, in the current socio-economic environment,
Santander remains firmly committed to sustainability, focusing
The evolution of NPLs in Spain was worse than expected for two
on higher education, and also attaches importance to social
reasons: on the one hand, the downturn in the economy was
actions and respect for the environment. The Santander
more severe than envisaged and, on the other, the fall in
Universities programme continues to grow and already has 990
lending meant the NPL ratio increased to a greater extent than
agreements and has awarded 16,000 travel scholarships.
the volume of non-performing loans.
Furthermore, in 2011 Banco Santander launched in Spain an
Real estate risk in Spain continued to fall and, at the end of ambitious youth employment plan, with 5,000 grants for
2011, represented 4% of the Group’s total lending, including internships in small-and medium-sized firms.
foreclosed properties.
“Banco Santander complied with the EBA’s
new capital requirements six months ahead
of the deadline”
6 ANNUAL REPORT 2011
9. “Net operating income of EUR 24,373 million
underscored the Group’s strength and capacity
to generate results”
Future prospects: Banco Santander’s The performance of the Santander share in 2011 was not in
unique positioning accordance with the Group’s level of recurring profits,
Some of the factors that have affected the financial sector in soundness and solvency or with the stability of earnings per
recent years are likely to persist in 2012. It is therefore vital that share.
the European Union approves as soon as possible the decisions Our share is the most liquid of Eurostoxx and ended 2011 with a
needed to quickly restore confidence. dividend yield of more than 10%. The share’s low price was
In the medium- and long-term, it is likely that, led by European mainly due to external factors, such as the penalisation of the
countries, economic growth rates will gradually return to whole banking sector and the pressure exerted on the sovereign
normal, which will make the financial markets more stable and debt of various euro zone countries, which have made it difficult
reduce unemployment. to estimate adequately Banco Santander’s profit expectations,
In this scenario, Banco Santander is in a unique position to I am convinced we will reach all our goals and this will push up
create value for its shareholders, continue to register strong the share price significantly. You can rest assured that everyone
growth in profits in emerging markets and profitably gain who works for the Group, from the board to the more than
market shares in the most mature markets. 190,000 people at the service of our 102 million customers, will
do all they can to make Banco Santander a safe and profitable
Banco Santander has no significant acquisition or disposal plans investment for its more than three million shareholders.
for the medium term, but it will be on the look out to take
advantage of opportunities to strengthen itself in its core There were changes in the composition of the board during
markets. In an environment of higher cost of capital, the strict 2011. In May, Mr Luis Ángel Rojo died and his place was taken
criteria the Bank has always used for its acquisitions assume by the appointment of Mr Vittorio Corbo. Later, Mr Antoine
even greater importance: attain in the third year a return on the Bernheim (representing Assicurazioni Generali) and Mr Francisco
investment greater than the cost of capital and a positive Luzón left the board. At the next shareholders' meeting, and if
contribution to earnings per share. the board's proposal is approved, Mr Antonio Basagoiti,
Mr Antonio Escámez and Mr Luis Alberto Salazar-Simpson will
All of this will enable us, as I said last September at the Bank’s leave the board and Ms Esther Giménez-Salinas will become
Investor Day in London, to boost Santander’s ROE to 12%-14% a director. On behalf of the board and on my own behalf I
in 2014 and ROTE (return on tangible equity) to 16%-18% from would like to thank the outgoing directors for their work. I am
the current 10.81%. sure the contribution to the board of the two new members will
be very positive.
Thank you for your support and confidence.
Emilio Botín
CHAIRMAN
ANNUAL REPORT 2011 7
10. Letter from the Chief Executive Officer
Alfredo Sáenz
Results and the Santander share
Grupo Santander generated an attributable profit, excluding
extraordinaries, of EUR 7,021 million, 14.2% less than in 2010.
Including provisions and capital gains, profit was 34.6% lower
at EUR 5,351 million.
Earnings per share were EUR 0.60, 36.1% less than
in 2010.
Both our net profit as well as our share price, which dropped
26% in 2011, are at cyclically low levels as they were affected
by the worsening of the international environment due to the
euro zone’s sovereign debt crisis.
I would like to point out, nevertheless, the good performance
of operating profit, which amounted to EUR 24,373 million:
net interest income was up 5.5%; net fee income rose 7.6%
and net operating income (before provisions) was 2.2% higher.
Very few international banks have been able to generate growth
in revenue and in net operating income. This reflects the good
commercial performance of our businesses, and underlines our
strong potential to generate future results.
I would like to transmit a clear message: the results we
presented in 2011 do not represent our Group’s potential pace
of profit generation.
Over the next two or three years we will recover levels of
profitability and growth that reflect the potential of our
businesses. A vital first step in this process is to absorb, in 2011
and 2012, the regulatory and economic cycle impact. Once this
has been done we can return to the profit levels the Group was
used to before the crisis.
Alfredo Sáenz
Balance sheet soundness
Banco Santander has given priority to balance sheet
strengthening over short-term results. In 2011, we put the
“Banco Santander has given emphasis on three corporate initiatives that enabled us to
priority to balance sheet bolster the balance sheet:
strengthening over short-term 1. Capital. We achieved the core capital ratio requirement of the
European Banking Authority six months ahead of the deadline.
results, placing emphasis on
1. The core capital ratio, with Basel II criteria, increased from
capital, liquidity and provisions for 8.8% in 2010 to 10.0%.
real estate assets in Spain“ 2. Liquidity. During the last three years, we have carried out a
significant strengthening of our liquidity position. Leveraging
in Spain and Portugal and the improvement in the savings
rate enabled us to gradually reduce the gap between loans
and deposits, additional liquidity that will finance debt
maturities in the coming years.
8 INFORME ANUAL 2011
11. 3. Provisions for real estate assets in Spain. We increased 6. Lastly, we have a high level of profit generation before
coverage of repossessed properties to 50% and in 2012 provisions. This gives us the capacity to absorb provisions
we will complete the provisions required by Royal Decree-law when the economic cycle is weak and to generate profits and
2/2012. capital when the cycle improves.
We made a significant effort to complete the three measures in Results and management priorities by units
the shortest time possible,while most of our competitors are still During 2011, many of our units had to absorb negative impacts:
trying to absorb all these cyclical and regulatory effects. a cyclically high level of provisions, in the case of Spain;
regulatory effects, as in the UK; and, in other cases, a higher
It is very important for the financial sector to complete this cost of wholesale liquidity and a worse than expected economic
process of balance sheet strengthening. For this to happen, performance.
moreover, two external conditions are vital:
However, we are actively managing these effects and are very
• First, financial stability: governments, regulators and central aware that, in the coming years, an excellent execution will be
banks have to ensure a macroeconomic environment of even more vital.
financial stability so that banks can capture liquidity normally
and in reasonable conditions. Banco Santander has the necessary drivers, both in mature and
• Second, regulatory clarity: banks have to have a clear idea of emerging markets, to return to its normal profit levels.
the capital and liquidity ratios required; how they are
A. Mature markets
calculated; what types of balance sheet are sustainable and
The challenges facing banking units in mature markets are well
other types of costs to be assumed. Only in this way can they
known: low demand for loans; economies under pressure; low
make medium- and long-term business plans and adequate
interest rate environments and higher cost of liquidity.
financing of the economy can be assured. At the moment
many of the regulatory changes are clearly pro-cyclical and We believe, however, that the dominant banks in these markets
have a negative effect on economic growth. have a great opportunity to create value in the medium term:
Only when these two conditions are met will the financial sector recover attractive profitability; gain market share and become
return to its role of financing the economy normally. large generators of capital.
Strengths as a Group Spain and Portugal
We must concentrate all our efforts on taking advantage of our In 2011, I told you that we were seeing a turning point in these
business opportunities and ensuring we return to a level of units. However, during 2011 the sovereign debt crisis triggered
profitability and growth that befits our business mix and the a downturn in the Spanish and Portuguese economies, and
quality of the organization. further falls in interest rates, which delayed the process of
returning to the average profitability of our businesses in these
In order to achieve this normalization of profits, we are starting countries.
from a privileged position. We have strengths as a Group that set
us apart from our international competitors: Both the results of the Santander Branch Network and
Banesto in Spain as well as those of Portugal, suffered a sharp
1. The diversification of our business portfolio is clearly better setback. The aggregate profit of the three units dropped from
than the rest of international banks. EUR 1,722 million in 2010 to EUR 964 million in 2011.
2. We have a major presence in growth markets. We generate However, our medium-term view has not changed: the crisis is
more than 50% of our profits in high growth emerging offering the most solid banks opportunities to gain market share
markets. and improve their competitive position. We have a unique
situation to gain en edge in the Spanish and Portuguese markets,
3. We have very strong local positions, with market shares of
and we are going to exploit it.
more than 10%. Many of our competitors have banks
without scale in many markets, and this prevents them The management priorities for the next two years remain as
attaining an acceptable level of profitability. follows: adapt prices to the new environment; maintain firm
4. Our business model is sustainable in the new regulatory control on costs and gain profitable market share from
and liquidity environment. Other banks are having to step up competitors immersed in processes of integration and
the pace of reducing the size of their wholesale balance sheet. restructuring. Our objective in Spain and Portugal is to recover
in the medium-term the level of profits we had in 2008.
5. Our solvency and credit quality are clearly better than those
of our local competitors.
INFORME ANUAL 2011 9
12. Rest of Continental Europe/Santander Consumer b. Emerging markets
Santander Consumer posted an attributable profit of EUR 1,228 The growth opportunities in emerging markets are well known.
million, 51.5% more than in 2010, largely due to an improved However, not all banks that operate in these markets will be
cost of the provisions made in the main markets where it able to create value in the medium- and long-term: it is
operates. This result includes the contribution of Santander necessary to have a good local critical mass; a strong culture
Consumer USA which, as of 2012, leaves the perimeter of and commercial model and an adequate risk appetite, with a
Santander Consumer and will be included in the US. good view of the credit. Santander meets all these
requirements.
Santander Consumer can continue over the coming years to
take advantage of its position of strength in its markets, Brazil’s attributable profit declined 7.2% to EUR 2,610 million.
maintaining good management of prices and risk. Despite the good growth in net operating income (+10.6%),
profits were under pressure from higher provisions and
Moreover, we have a good opportunity to develop retail writedowns.
banking in Germany, on the basis of the business acquired from
SEB. As you know, we have been betting on growth in Germany Once the integration of Santander and Banco Real is concluded,
for many years and today we generate close to EUR 500 million the challenge is to narrow the profitability gap with our local
of profits there. Our consumer business operations in the rest of competitors. This should give us a sustained 15% growth
Continental Europe are also delivering very good profitability. potential in profits in the coming years.
United Kingdom In México, attributable profit was 40.9% higher at EUR 936
The profit from our business in the UK was 41.7% lower at EUR million. The management priority for the next few years is to
1,145 million. It was hit by the provision for payment protection consolidate the business improvement achieved in 2011 and
insurance remediation (PPI) and by regulatory impacts on the continue to participate in the market’s growth opportunities.
cost of liquidity which exerted pressure on Santander UK’s In my view, our potential in Mexico is very high and we expect
results. profit growth of more than 15% a year.
The objective in the UK is to take the necessary measures to In Chile, attributable profit fell 9.0% to EUR 611 million due to
absorb the regulatory impact. This includes actively managing the increase in provisions. We have a privileged position in this
prices, the structure of the balance sheet and the cost base. market: in market share, customer base and quality of
Moreover, we continue to develop our business with companies, management. We have to be able to adapt our price and costs
a segment where we still have a presence below that of our structure in order to absorb the new regulatory framework.
natural share.
In Argentina, attributable profit declined 2.7% to EUR 287
For this, we have the business acquired from Royal Bank of million, but in local currency terms it was 8.0% higher.
Scotland. We expect the big investment effort in installed capacity
(34 new branches in 2011) to enable us to boost the profit
United States contribution of this unit in the coming years.
Sovereign’s attributable profit increased 24.0% to EUR 526
million, largely due to the sharp fall in provisions. In Poland, the attributable profit from nine months consolidation
with the Group was EUR 232 million, and for the whole year
After dedicating three years to strengthening the balance sheet EUR 288 million.
and managing costs, our main challenge in the US for the next
few years is to boost revenue generation and establish the Bank Zachodni WBK, our commercial bank in Poland, has
technology and operational foundations needed to grow in the a long way to go and is already well positioned to capture
country. The generation of fee income is clearly below that of growth opportunities. Furthermore, we can add value in the
our regional competitors and we will have to work to gradually cooperation between this local unit in Poland and the Group’s
narrow this divide. Our technology systems enable us to global units.
increase the offer of transactional products and improve cross- The good results in 2011 enable us to reaffirm the goal of a
selling to customers. profit contribution to the Group of more than EUR 450 million
in 2013.
10 ANNUAL REPORT 2011
13. “Our business units must pay particular attention
to successfully carrying out the measures put into
effect to improve their profitability”
The combination of cyclical normalisation and the measures Conclusions
taken by our units will enable us to return to normal profits I want to leave you with four clear messages:
in the coming years.
1. The first is that we have been able to generate excellent
In September, we held our Investor Day in London at which we operating results, and this is a good reflection of our
presented our strategy to analysts and investors. The message of business. However, we are very aware that the net profit in
these sessions was clear, and I want to reiterate it in this letter: 2011 does not reflect at all the potential profitability of our
as a Group, our normalised profitability is clearly higher than the businesses in the medium term.
current levels.
2. The second is that we are taking the necessary steps to
Our goals are: normalise our profitability. We do not base our future by
• A return on equity of between 12% and 14% within three trusting the economic recovery will make our profits grow.
years. On the contrary, we are very conscious that it is up to us to
define and execute the strategies enabling us to attain our
• A return on tangible equity (excluding goodwill) of between
goals.
16% and 18%.
3. The third message is that, in order to carry out this profit
We believe that these objectives represent our normalised normalisation, we have the best professionals in
profitability, i.e. a return in accordance with the potential of our international commercial banking. We have a high quality
businesses, and which is not dragged down by the current team which is very motivated and has shown in the past its
cyclical moment. In order to attain these levels, we need three capacity to assume ambitious goals and meet or even surpass
conditions: them.
First, it is vital to complete the threefold strengthening of 4. Fourth, the Santander share is currently at a level that does
the balance sheet: capital, liquidity and provisions for real not reflect the structural profitability or our medium-term
estate assets. We will finish this process during 2012. growth potential. As our capacity to normalise our profits
becomes clear, this will be reflected in the share price.
Second, we see some cyclical recovery, mainly in Europe,
which we expect to begin in 2013 and consolidate in 2014 and I am very optimistic about the prospects for your investment
2015. This means lower needs for specific provisions, reduced in the coming years.
liquidity tensions and a rise in interest rates.
Lastly, our business units must pay particular attention to
successfully carrying out the measures put into effect to
improve their profitability, adapt to the environment and take
advantage of the opportunities that arise. We believe this will
be the case as we are very aware that, in a complicated
environment, execution is the key and we are not going to fail.
Alfredo Sáenz
CHIEF EXECUTIVE OFFICER
ANNUAL REPORT 2011 11
14. Corporate governance
Grupo Santander City, Boadilla del Monte, Madrid, Spain
The board of directors
Banco Santander’s corporate Banco Santander’s board of directors is the maximum decision-
governance model making body, except for matters reserved for the general
meeting of shareholders. It is responsible, among other things,
for the Group’s strategy. Its functioning and activities are
Equality of shareholders’ rights. regulated by the Bank’s internal rules and principles of
transparency, efficiency and defence of shareholders’ interests
• The principle of one share, one vote, one dividend.
guide it. The board oversees compliance with the best
• No anti-takeover measures in the corporate By-laws. international practices in corporate governance and closely
involves itself in the Group’s risks. In particular, the board, at the
• Informed participation of shareholders in meetings.
proposal of senior management, is the body responsible for
establishing and monitoring the Bank’s risk appetite.
The board has a balanced composition between executive and
Maximum transparency, particularly
non-executive directors, all members are recognised for their
in remunerations.
professional capacity, integrity and independence.
There were changes to the board in 2011. Mr Luis Ángel Rojo
A corporate governance model recognised by Duque, governor of the Bank of Spain between 1992 and 2000,
socially responsible investment indices. died on May 24. He joined the board in 2005. In July,
• Santander has been in the FTSE4Good and DJSI indices Mr Vittorio Corbo Lioi, chairman of the Central Bank of Chile
since 2003 and 2000, respectively. between 2003 and 2007, joined the board as a non-executive
director and in October Assicurazioni Generali S.p.A., also a
non-executive director, left the board after reducing its stake
in the Bank.
12 ANNUAL REPORT 2011
15. Transparency and remuneration policy
Transparency for Banco Santander is vital for generating
confidence and security among shareholders and investors,
even more so at times of financial uncertainty and volatility
such as today’s.
In particular, the remuneration policy for directors and the
Bank’s senior management has transparency as the fundamental
principle driven by the board for many years. The other two
pillars are:
1. Involvement of the board, as, at the proposal of the
appointments and remuneration committee, it approves the
report on the remuneration policy for directors, as well as
their remuneration and contracts and of those of the other
senior members of management and the remunerations of
the remaining managers of the identified staff.
2. The board submits to the shareholders’ meeting on a
consultative basis and as a separate item on the agenda the
report on the remuneration policy for directors.
2. Anticipation and adapting to regulatory changes, given the
importance that Santander has always attached to rigorous
management of risk and a remuneration policy consistent
On January 23, 2012, Mr Francisco Luzón López resigned as an with it.
executive director and executive vice-president responsible for 2. Towers Watson, an independent expert, certificated that
the America division. Grupo Santander’s remuneration policy was in accordance
On the occasion of the next general shareholders’ meeting, with the new regulatory framework.
and if the board’s proposal is accepted, Mr Antonio Basagoiti,
Mr Antonio Escámez and Mr Luis Alberto Salazar-Simpson will The board’s remuneration in 2011
cease to hold office as directors and Ms Esther Giménez-Salinas, In 2011, the board agreed to reduce all directors’ remuneration,
rector of the Ramon Llull University, will be appointed as for all items, by 8%.
independent director to the board.
The amount paid to its members for exercising their functions of
The board expressed its gratitude for the outstanding supervision and collegiate decision-making has been reduced by
contribution made by the outgoing directors over the years they 6% over 2010. This amount has been unchanged since 2008.
had formed part of it, highlighting the important executive
responsibilities undertaken by several of them throughout their As regards executive directors, the board decided to maintain the
professional careers in the Bank. fixed remuneration for 2012 and reduce by an average of 16%
the variable ones for 2011.
With these changes, the size of the board is reduced from 20
directors at the beginning of 2011 to 16. Full details of director compensation policy in 2011 may be found
in the report by the appointments & remuneration committee
The board in 2011 which forms part of Banco Santander’s corporate documentation.
• It held 14 meetings, two of which were dedicated to the
Group’s global strategy.
• During 2011, the second vice-chairman and chief executive
officer presented to the board eight management reports and
the third vice-chairman, responsible for the risk division,
presented reports on his area.
ANNUAL REPORT 2011 13
16. Board of directors of Banco Santander
London, November 21, 2011
General secretary Director Director Director Director First vice-chairman
and of the board Mr Ángel Jado Mr Luis Alberto Mr Abel Matutes Mr Antonio Basagoiti Mr Fernando de Asúa Álvarez
Mr Ignacio Benjumea Becerro de Bengoa Salazar-Simpson Bos Juan García-Tuñón
Cabeza de Vaca
Director Director Director Fourth vice-chairman Chairman
Mr Juan Rodríguez Ms Ana Patricia Botín-Sanz Mr Rodrigo Echenique Mr Manuel Soto Mr Emilio Botín-Sanz de
Inciarte de Sautuola y O’Shea Gordillo Serrano Sautuola y García de los Ríos
14 ANNUAL REPORT 2011
17. Executive committee
Risk committee
Audit and compliance committee
Appointments and remuneration committee
International committee
Technology, productivity and quality committee
Second vice-chairman and Director Director Director Director
chief executive officer Mr Antonio Escámez Ms Isabel Tocino Lord Terence Burns Mr Vittorio Corbo Lioi
Mr Alfredo Sáenz Abad Torres Biscarolasaga
Third vice-chairman Director Director Director
Mr Matías Rodríguez Inciarte Mr Guillermo de la Dehesa Romero Mr Francisco Luzón López * Mr Javier Botín-Sanz
de Sautuola y O’Shea
* Resigned his position on the board January 2012.
ANNUAL REPORT 2011 15
18. The Santander share
General meeting of shareholders, June 17, 2011, Santander, Cantabria, Spain
Shareholder remuneration
Banco Santander assigned EUR 5,260 million to shareholder
EUR 5,260 million assigned to remuneration in 2011, 5.2% more than in 2010. The high
degree of recurrence of profits and the soundness of
shareholder remuneration. Santander’s capital enabled the Bank to pay out more than EUR
24,000 million in the last five years.
Market capitalization of EUR 50,290 As part of this remuneration, Santander has the Dividendo
million at the end of 2011. Elección programme (scrip dividend), which enables
shareholders to opt to receive an amount equivalent to certain
The largest bank in the euro zone by dividends in the form of cash or new Santander shares.
The Bank offers flexible remuneration, enabling its shareholders
market value. to benefit from tax advantages. Some 80% of the Bank’s capital
chose to receive shares in 2011.
EUR 0.60 remuneration per share in Banco Santander paid against 2011 results:
the last three years. • A first interim dividend of EUR 0.135 per share (August 2011);
3,3 million shareholders. • A scrip dividend of EUR 0.126 per share equivalent to the
second interim dividend (November 2011);
• A scrip dividend of EUR 0.119 per share equivalent to the
third interim dividend (February 2012).
The board also approved applying the Santander Dividendo
Elección programme, with a remuneration of EUR 0.220 per
share, at the date when the final dividend is normally paid
(April/May 2012). This would bring the total remuneration
per share to EUR 0.60 for the third year running.
16 ANNUAL REPORT 2011
19. Investor Day, September 29 and 30, 2011, London, United Kingdom
Comparative performance of the Santander share Distribution of the capital stock by type of shareholder
and indices Number of shares and %
Data from December 31 2010 to December 31 2011 December 2011
Santander Dow Jones Stoxx 50 Base: 100
Dow Jones Stoxx Banks Ibex 35
Shares (%)
120
Board 198,130,573 2.22
110
Institutional 4,687,628,721 52.62
100
Retail 4,023,283,909 45.16
90 Total 8,909,043,203 100.00
80
70
60
50
31/12/10 31/12/11
Performance of the Santander share Shareholder base and capital
The Santander share ended 2011 at EUR 5.87, 26% lower than The number of Banco Santander shareholders continued to
a year earlier. This performance does not reflect the path of rise in 2011. It increased by 91,213 to 3.3 million.
results, the soundness of the Bank’s balance sheet or its future
prospects. The very volatile markets, as a result of the European At the end of the year, 2.2% of the capital stock was in the
sovereign debt crisis and doubts on the euro, penalized hands of the board of directors, 45.2% with individual
European stock market indices and, in particular, the financial shareholders and rest with institutional investors. Of the total
sector. This situation was also accentuated by doubts on the capital stock, 87.85% is located in Europe, 11.85% in the
recovery in global economic growth and by the new regulatory Americas and 0.30% in the rest of the world.
requirements for banks.
Banco Santander carried out four capital increases in 2011 to
Santander’s performance, however, was better than that of tend to the Santander Dividendo Elección programmes (February
the DJ Stoxx Banks (-32.5%), the main European banking index. and November), the conversion of 3,458 bonds (October) and
Santander remains in a privileged position as the largest bank in the exchange of preferred shares for ordinary shares
the euro zone by market value and the 13th on the world, (December). A total of 579,921,105 new shares were issued.
with a capitalization of EUR 50,290 million at the end of 2011.
In 2011, Banco Santander continued to strengthen its
Furthermore, the Santander share is the most liquid in
information and attention channels for shareholders in Spain,
Eurostoxx.
the United Kingdom, the United States, Brazil, Argentina,
Mexico, Portugal and Chile. These offices tended to 232,430
consultations by telephone, 51,616 e-mails and 19,819
shareholders attended 206 forums and events held in various
countries.
On September 29 and 30, 2011 the Investor Day was held in
London, at which the chairman and the chief executive officer,
together with Banco Santander’s senior management,
presented the Bank’s strategy for the coming years to more than
300 analysts and investors.
ANNUAL REPORT 2011 17
20. The Santander business model
Commercial focus
Disciplined
Efficiency use of
capital and
financial
strength
Santander
brand Prudence
in risk
Geographic diversification
and model of subsidiaries
Banco Santander’s business model gives substantial Santander complied with the European Banking
recurrence in results. Authority’s core capital requirement of 9% six
months ahead of schedule.
Retail banking generates 87% of revenues.
Santander has 102 million customers who are Santander did not need public funds at any time
tended to via 14,756 branches, the largest network during the crisis and is one of the world’s most
of an international bank. solid and solvent banks.
Geographic diversification in 10 core countries In an environment of tensions in financial markets,
provides Santander with an appropriate balance Santander’s liquidity position has remained
between mature and emerging markets. comfortable.
The Bank’s international expansion was achieved Grupo Santander’s non-performing loans ratio is
with subsidiaries autonomous in capital and below the sector’s average in the main countries
liquidity, giving us advantages when financing and where it operates.
limiting the risk of contagion.
Santander was recognized by Brand Finance as the
The Group’s technology and its control of costs fourth most valuable brand in the world.
make Santander one of the world’s most efficient
banks.
18 ANNUAL REPORT 2011
21. Banco Santander branch in Madrid, Spain
Commercial focus Total Group customers
The customer is the focal point of Banco Santander’s activity. (Million)
Grupo Santander’s customer base has grown notably in the last Santander Branch Network 9.6
few years and more than doubled between 2003 and 2011
Banesto 2.4
(from 41 million to 102 million). The geographic distribution of
customers was as follows: 40.8% in Latin America, 31.3% in Portugal 2.0
continental Europe, 26.2% in the UK and 1.7% in the US. Bank Zachodni WBK 2.4
Santander Consumer Finance 15.5
The Bank’s retail business focus sets it apart from other global
competitors, underlined by the fact that 99.8% of the Group’s Rest 0.1
customers are in the segments of commercial banking and Total continental Europe 32.0
consumer finance. United Kingdom 26.7
Lasting relations and greater value-added with customers are Brazil 25.3
generated and maintained in branches. Santander has 14,756 Mexico 9.3
branches, the largest network of an international bank. In 2011,
Chile 3.5
Grupo Santander increased its distribution capacity with the
addition of 674 branches mainly as a result of the incorporation Argentina 2.5
of new businesses in Poland and Germany and plans to open Uruguay 0.2
new branches in high growth countries such as Brazil, Mexico Colombia 0.3
and Argentina.
Puerto Rico 0.5
In addition to this network, the Bank also has other channels, Peru 0.1
available around-the-clock, such as online banking, mobile Rest 0.1
telephone banking and telephone banking. In 2011, Santander
stepped up its investment in its call centres in the UK in order to Total Latin America 41.7
improve its customer service. It also launched applications that United States-Sovereign 1.7
enable it to operate via iPhone and other mobile telephone Total customers 102.1
means in some of the Group’s banks.
Customers Branches
Million Number
102.1
14,756
14,082
97.2
13,660
92.0
2009 2010 2011 2009 2010 2011
ANNUAL REPORT 2011 19
22. Santander branch in Germany
Quality of service and customer satisfaction There was also a significant advance in 2011 in implementing the
Quality of service is a fundamental part of Banco Santander’s corporate model of complaints, which aims to unify the criteria
strategy. applied in managing the customer attention services of the
Group’s various units.
In 2011, customer satisfaction with the services provided by Banco
Santander through various channels (branches, telephone and This model revolves around three elements:
Internet) improved. Some 88.2% of customers said they were
• Policies to improve customer attention, confidence and
satisfied, generating greater linkage, proximity and loyalty, as well
satisfaction.
as higher customer revenues.
• Decision-taking structure based on agile and efficient
In order to improve the quality of service, the Group has a governance systems, with reports made to the first executive
corporate model called META 100, which has been extended to level.
more countries year after year. The main objectives of META 100
are to reflect the voice of customers and integrate it into the • Management of complaints in accordance with the prevailing
Bank’s businesses; establish a culture of quality (i.e. an organisation regulations as well as the good banking practices that
that is closer to and focused on customers) and generate dynamics regulators require in each country.
of continuous improvement, centred on customer satisfaction.
Banco Santander’s professionals receive continuous training in
order to inform and advise customers transparently and rigorously Customer satisfaction
and provide the best service. In the last quarters of 2011, % of individual customers satisfied
programmes to foster this culture were put into effect such as
El año del servicio in Chile, Nuestro estilo in Argentina and Santander Branch Network 88.0
Impulsa tu lado Pro in Banco Santander Spain. The corporate Banesto 91.2
function of Brand Customer Experience was also created, which
Portugal 92.9
oversees the consistency and coherence between the promise of
the brand and the customer’s experience. United Kingdom 89.1
Argentina 91.8
Santander has an advanced model for managing incidents called
Brazil 83.0
MIRÓ, which channels all the disagreements that the customer
transmits to the Bank via various channels. Chile 90.4
Uruguay 83.7
The objective of MIRÓ is to achieve a quick resolution of
complaints. It channels internally its treatment to specialised units Mexico 95.6
and keeps the customer informed of the state of the incident. Puerto Rico 96.6
MIRÓ also identifies the main reasons why customers are not Total 88.2
satisfied and the causes of the incidents so that steps can be taken
to correct them.
Customer satisfaction by channel
% of individual customers satisfied
Branches Telephone Internet
93.7
90.2
89.7
89.1
88.9
87.5
2010 2011 2010 2011 2010 2011
20 ANNUAL REPORT 2011
23. Banco Santander branch in Mexico Banco Santander branch in Brazil
Products and services Corporate school of commercial banking
Banco Santander has a wide range of financial products and In order to improve Grupo Santander’s commercial banking
services based on the risk profile of its customers and skills, the corporate school of commercial banking was created
characterised, in all its markets, by anticipation and dynamism in 2010.
when launching new value offers. Of note among the products
and services launched in 2011 were: This project is supported and involves Banco Santander’s senior
management: the governing board of the school is headed by
• In the UK, more than 100,000 123 Cashback credit cards, Mr. Alfredo Sáenz, the chief executive officer, and comprises
which return money to customers on the basis of the usage, senior executives responsible for the main countries and
were sold in the first two months after its launch. divisions.
• In Spain, Santander gave those customers with difficulties as a
The school’s mission is to gather the best commercial and
result of the crisis the possibility of benefiting from a three-
business practices which make up the Group’s commercial
year moratorium on the capital repayments of the mortgages
banking and promote their transmission in order to drive
for their main home. Almost 6,000 customers took up the
business development in the various units. The school also
offer.
enables new countries that integrate into the Group to quickly
• In Brazil, agreements were signed with major companies, such and efficiently adapt to Banco Santander’s commercial banking
as the petrol distributor Shell and the telecoms company Vivo model.
(Telefónica), to launch credit cards with added advantages for
the Bank’s customers. The school is structured into knowledge areas that respond to
the various fields and/or segments of commercial banking. Each
• In the US, the SMEs area of Sovereign launched the Boost area has someone in charge and consists of expert teams for
Your Business programme, designed to attract new customers each of the matters arising from the countries in which the
and increase the already existing linkage. This programme Group operates. The school capitalises on the best commercial
offers SMEs very attractive interest rates, new financial practices of countries, in terms of products, services, quality,
products and advice shared by specialists. business intelligence, etc, and thereby becomes an extra
competitive tool for the Group.
The first phase of the school concentrated on individual
customers. In 2011, it also began to work on company and SME
banking, taking advantage of the experience acquired and
incorporated the new countries to its sphere of action (the US,
Poland and Germany).
Advertising campaigns in Brazil, the UK and Mexico
ANNUAL REPORT 2011 21
24. Grupo Santander City, Boadilla del Monte, Madrid, Spain
Disciplined use of capital Liquidity
and financial strength Santander finances most of its loans with customer deposits,
maintains comfortable access to wholesale funding and has
Capital many instruments and markets to obtain liquidity.
Strengthening the balance sheet is a priority objective for Banco
Santander, which has quickly and efficiently adapted to the new In 2011, Banco Santander continued to strengthen its liquidity
capital requirements of international and European banking with an increase of more than EUR 16,000 million in customer
authorities, such as Basel III, regarding globally systemic banks, deposits and debt issues that exceeded the year’s maturities by
and the new requirements of the European Banking Authority more than EUR 8,000 million. All these issues were carried out
(EBA). without the state’s guarantee.
Banco Santander carried out various measures regarding capital Active management of the business portfolio
in the last months of 2011, allowing it to achieve a core capital Santander made some selective sales in 2011 and obtained
ratio of 9% six months ahead of the EBA’s deadline of June 30, EUR 1,513 million of capital gains:
2012.
• The strategic alliance with the insurer Zurich to develop
According to the EBA, Banco Santander’s additional capital business in Latin America which generated EUR 641 million
needs amounted to EUR 15,302 million. This amount has been of capital gains.
reached as follows:
• The entry of new partners into the capital of Santander
• EUR 6,829 million of Valores Santander, which have to be Consumer USA. This operation valued the bank at $4,000
converted into shares before October 2012. million and meant EUR 872 million of capital gains.
• EUR 1,943 million through the exchange of preferred shares Santander also reached an agreement to sell the Group’s
for ordinary new shares. businesses in Colombia for $1,225 million (net gain of
• EUR 1,660 million through the application of the Santander EUR 615 million to be recorded in 2012).
Dividendo Elección programme (scrip dividend) at the time
of the final dividend corresponding to fiscal year 2011.
• EUR 4,890 million through organic capital generation and
the transfer of certain stakes, mainly in Chile and Brazil.
Core capital Loan-to-deposit ratio(*)
Regarding the latter, Santander reached in December 2011 BIS II. criteria. % %
an agreement (implemented during the first week of 2012) to
transfer 4.41% of Santander Brazil to a major international
135
10.02
financial institution which will deliver such shares to holders of
convertible bonds issued in October, 2010, by Banco Santander,
117
117
when these mature, pursuant to the terms of said convertible
8.80
bonds.
8.61
Santander is one of the world’s most solid and well-capitalised
banks, and at no time has had to recourse to public funds,
as a result of which it is one of the international banks with the
best rating. 2009 2010 2011 2009 2010 2011
(*) Includes retail commercial paper in Spain.
22 ANNUAL REPORT 2011
25. Grupo Santander’s new data-processing centre in Cantabria, Spain
Prudence in risk These additional needs will be entirely met in 2012 as follows:
Prudent risk management has been a hallmark of Banco
• EUR 1,800 million already charged against the Group’s fourth
Santander since it was founded more than 150 years ago.
quarter 2011 results, which lifted coverage of repossessed
Everyone is involved in risk management, from the daily
properties to 50% from 31%.
transactions in branches, where business managers also have
risk objectives, to senior management and the board, whose risk • EUR 2,000 million are a capital buffer required by the rules
committee comprises five directors and meets for some 300 and which are covered by capital already held by the Group.
hours a year. • The remaining EUR 2,300 million will be covered through
capital gains which may be obtained during the year –
Of note among the corporate risk management principles is that including EUR 900 million from the capital gain on the sale of
the risk function is independent of business. The head of the Banco Santander Colombia – and through ordinary
Group’s Risk Division, Matías Rodríguez Inciarte, third vice- contributions to provisions during 2012.
chairman and chairman of the risk committee, reports directly to
the executive committee and to the board. Santander’s exposure to the real estate promotion sector
represented 14% of its total lending in Spain at the end of 2011
A low and predictable risk profile and only 4% of the Group’s total loans, including repossessed
The board sets the Bank’s risk appetite at a medium-low level. homes. Santander’s market share of this business is estimated
Some 86% of Grupo Santander’s risk comes from retail banking. at 10%, well below that of the Group’s total business in Spain
Proximity to the customer enables us to act rigorously and with (14%).
anticipation when admitting, monitoring and recovering loans.
Santander has units dedicated to recovering unpaid loans, Moreover, Santander assigned EUR 1,513 million of capital gains
which, under a corporate model, are integrated as one more obtained in 2011 to strengthening the balance sheet.
business areas in the Group’s various countries and divisions.
***
Santander’s risk profiles are highly diversified and their Banco Santander’s risk management principles are treated in more detail on pages
148 to 151 of this annual report.
concentration in customers, business groups, sectors, products
and countries is subject to limits.
The Group has the most advanced risk management models,
such as use of tools for calculating ratings and internal scoring,
economic capital, price-setting systems via return on risk-
adjusted capital (RoRAC), use of value at risk (VaR) in market
risk, and stress testing.
Non-performing loan ratio Coverage ratio
Risk quality
% %
The Group’s non-performing loan ratio increased to 3.89% in
2011, but remains below the average on all the countries where
3.89
75
73
it operates. In Spain, the NPL ratio was 5.49%, also well below
61
3.55
the sector’s average.
3.24
After approval of Royal Decree Law 2/2012, which sets new
requirements for cleaning up bad property loans in Spain,
the Bank announced that the amount of provisions Grupo
Santander in Spain needs to meet these requirements is
EUR 6,100 million. 2009 2010 2011 2009 2010 2011
ANNUAL REPORT 2011 23