Result of Meeting
Banco Santander Central Hispano SA
26 June 2001
ANNOUNCEMENT BY THE BOARD
OF DIRECTORS OF BANCO SANTANDER
CENTRAL HISPANO - BSCH
I. At its meeting in Madrid on June 26th 2001, the Board of Directors of Banco
Santander Central Hispano, at the proposal of its two Chairmen, unanimously
resolved to make the following announcement, by which it:
1. Expresses its satisfaction, not only on the success of the merger of
the banks Santander and Central Hispanoamericano (which in just two
and a half years and thanks to the effort of everyone working in our
Group, has made it possible to achieve highly important levels of
expansion, diversification, profitability and efficiency, with
increases of 50% in business volume, 80% in earnings and 100% in the
value of the Bank, as well as increasing cost to income 600 basis
points) but also on the way in which this process has been managed,
in an atmosphere of full understanding and with meticulous respect
for the principles and rules of the Merger Process;
2. Congratulates the 1st Vice Chairman and Chief Executive Officer Mr.
Angel Corcostegui Guraya on his dedication and skilful management,
with the support and co-operation of the Board, the Management
Committee and all professionals within the Group.
3. Highlights the perfect affinity with which the executive bodies of
the Bank (the Board, the Executive Committee, the Corporate Committee
(G4) and the Management Committee) have worked at all times
throughout this process.
II. Furthermore, following the success of the UNO Programme established for
the years 1999 and 2000, the Board has decided to approve a new
Programme, which will commence immediately and establishes objectives for
the years 2002 and 2003.
In addition, the Board had valued very positively the decision taken at
the time to maintain the separation of the Santander and Central Hispano
networks. This had made it possible to reconcile the operational
integration process, with the considerable growth of the Group in Spain,
achieving a greater level of competitiveness and efficiency with the
closure of 1,400 branches, the integration of computer platforms and the
unification of risk management.
However, it is now considered appropriate, in line with the objectives of
rationalisation and cost-saving, to combine the two aforementioned
networks under a single denomination, that of Banco Santander Central
Hispano 'BSCH', which will be segmented into two Divisions, a network
specialising in consumer banking and the other, in corporate banking.
The Retail Network in Spain is completed with Banesto, which will continue
its trajectory of strong commercial drive, strict risk policy,
rationalisation and cost-savings. On the other hand, owing to the small
percentage of its capital in the hands of the public, for operational and
efficiency reasons, it is considered appropriate to call for Banesto's
shares to be excluded from trading on the Stock Exchange.
Finally, certain appointments have been made, completing the senior
management team of the Group.
In line with all of the foregoing, the Board of Directors has likewise
unanimously adopted the following resolutions:
1. To approve the DOS Programme for the years 2002 and 2003, with the
following management objectives:
a) Attributable net income for 2002 of 585,000 million pesetas,
representing an increase of more than 20% versus the objective
for 2001.
b) Attributable net income for 2003 of 700,000 million pesetas,
20% more than the objective established for 2002.
And a 20% increase in net earnings per share in each of the
years 2002 and 2003.
c) To reach a cost to income index of 49% in 2002 and of 45% in
2003, with cost savings during 2002 and 2003 (in real terms
and excluding perimeter changes and inflation and exchange
effects) of 150,000 million pesetas.
d) To improve ROE by 4 percentage points to 24% by the end of
2003 (without considering advance reserves) and to 20%
considering advance reserves.
e) To maintain the objective of a BIS ratio of more than 12%.
2. To combine the brand names of Banco Santander and BCH under a single
denomination: Banco Santander Central Hispano 'BSCH'.
The DOS Programme includes the additional rationalisation of 1,000
more branches in Spain, added to the 1,400 included previously,
making a total of 2,400 branch closures in the domestic market. The
resulting number of branches of the Banco Santander Central Hispano
Group in Spain will therefore be approximately 4,000 branches upon
completion of the optimisation programme, with BSCH maintaining its
leadership position in terms of number of branches in the domestic
market.
Additionally, an ambitious real estate rationalisation plan will be
undertaken in Spain and Latin America, which in the domestic market
alone will involve real estate sales in excess of 100,000 million
pesetas.
Likewise, the DOS Programme anticipates new pre-retirements within
the Group's senior management, reducing the number of people
included in such group by 50% since the date of the merger.
3. To propose to the Board of Directors of Banco Espanol de Credito,
S.A. (Banesto) that the formalities be commenced for excluding its
shares from trading on the Stock Exchange.
4. Upon expiry of the Co-Chairmanship period in accordance with the
Temporary Provision of the Corporate By-Laws, Mr. Angel Corcostegui
Guraya will continue as 1st Vice Chairman and Chief Executive
Officer, with all Divisions of the Group reporting to him. The Risks
Area will remain under the responsibility of the Vice Chairman Mr.
Matias Rodriguez Inciarte, who will also continue as Chairman of the
delegated Risks Committee. Both will in turn report to the Chairman
of the Bank and of its administrative bodies, Mr. Emilio Botin.
5. To designate the following persons to the positions indicated below:
- Mr. Antonio Escamez Torres, Board Member and General Manager
(EVP), who is also appointed a member of the Delegated Risks
Committee and Co-ordinator of the International Committee of the
Board of Directors.
- Mr. Enrique Garcia Candelas, General Manager (EVP), to whom the
BSCH Consumer Banking Network Division will report.
- Mr. Joan David Grima Terre, General Manager (EVP), to whom the
Industrial Group Division will report, and who is appointed a
member of the Management Committee.
- Mr. Fernando Gumuzio Iniguez de Onzono, General Manager (EVP), to
whom the Asset Management, Private Banking and Insurance Division
will report, and who is appointed a member of the Management
Committee.
- Mr. Antonio Horta Osorio, General Manager (EVP), to whom the
Banks and other Units in Portugal will report, and who is
appointed as a new member of the Management Committee.
- Mr. Juan Maria Nin Geneva, General Manager (EVP), to whom the
BSCH Corporate Banking Network Division will report.
- Mr. Juan Rodriguez Inciarte, General Manager (EVP), to whom the
Europe, Finance Companies and Quality Division will report.
6. As a result of resolution (5) above, the composition of the
Management Committee will be as follows:
- Mr. Angel Corcostegui Guraya, 1st Vice Chairman and Chief
Executive Officer, who will preside such committee and to whom
all Divisions of the Group will report, and who in turn will
report to the Chairmen.
- Mr. Matias Rodriguez Inciarte, 3rd Vice Chairman and Vice
Chairman of the Management Committee, to whom the Risks Area will
report and who in turn will likewise report to the Chairmen.
- Mr. Alfred Saenz Abad, Chairman of Banesto, Banesto Division.
- Mr. Francisco Luzon Lopez, Board Member and General Manager
(EVP), Latin America Division.
- Mr. Luis Abril Perez, General Manager (EVP), Communication
and Research Division.
- Mr. David Arce Torres, General Manager (EVP), Internal Audit
Division.
- Mr. Jose Manuel Arrojo Botija, General Manager (EVP), Global
Wholesale Banking Division,
- Mr. Ignacio Benjumea Cabeza de Vaca, General Manager (EVP),
General Secretary and Secretary of the Board Division.
- Mr. Baldomero Falcones Jaquetot, General Manager (EVP), Resources
and Costs Division.
- Mr. Enrique Garcia Candelas, General Manager (EVP), 'BSCH'
Consumer Banking Network Division.
- Mr. Joan David Grima Terre, General Manager (EVP), Industrial
Group Division.
- Mr. Fernando Gumuzio Iniguez de Onzono, General Manager (EVP),
Asset Management, Private Banking and Insurance Division.
- Mr. Antonio Horta Osorio, General Manager (EVP), Portugal
Division.
- Mr. Julian Martinez-Simancas, General Manager (EVP), Business
Legal Division.
- Mr. Juan Maria Nin Genova, General Manager (EVP), Banco Santander
Central Hispano 'BSCH' Corporate Banking Network Division.
- Mr. Juan Rodriguez Inciarte, General Manager (EVP), Europe,
Finance Companies and Quality Division.
- Mr. Jose Luis del Valle Doblado, General Manager, Finance
Division.
Madrid, June 26th 2001