Board of Directors
The Board of Directors is invested wide-ranging powers for ordinary and extraordinary management of the Bank and has the authority to carry out all of the activities necessary for implementing and achieving company goals, excepting only those that by law are strictly reserved for Shareholders' Meetings.
It therefore defines Group strategies and controls and verifies company results. It is also the body responsible for defining, observing, and implementing the corporate governance rules.
The Chairman and, if nominated, the Vice-Chairman of the Board of Directors and the Managing Director are the Bank's legal representatives regarding third parties and for legal purposes.
The Board meets at least once every three months and it consists of 5 Directors: Ettore Gotti Tedeschi (Chairman), Serrano Gonzales Ines (nominated Vice-Chairman by the Board of Directors on 11 May 2006), Francisco Javier Anton San Pablo (Director), Carlo Callieri (Director), Zulueta Ernesto Benito (Director), Paul Adriaan Verburgt (Director), Mauro Viotto (Director) (nominated Managing Director and General Manager).

Board of Auditors
The Bank's current Board of Auditors consists of 3 Statutory Auditors and 2 Supplementary Auditors: Alessandro Braja (Chairman of the Board of Auditors), Giorgio Ferrino (Statutory Auditor), Roberto Mignanego (Statutory Auditor), Edoardo Aschieri (Supplementary Auditor), Francesco Maria Spano (Supplementary Auditor).
All of the current members of the Board of Directors and the Board of Auditors were nominated at the Shareholders' Meeting on 28 Apr 2009 after the terms of office of the previous members expired. Their appointment lasts three years and, in any case, until the Shareholders' Meeting for approval of the Financial Statements as of 31 December 2011.

Executive Committee
The articles of association allow the Board of Directors to delegate, within the limits permitted by law, their powers to an Executive Committee, to be formed of a variable number of 3 to 6 of its members.
The committee may undertake any deliberation that falls within the competence of the Board of Directors, except for those that are the exclusive competence of the Board itself by law or according to the company's articles of association.
It meets once a month, unless a Board of Directors meeting is scheduled.
The Committee currently consists of 4 members: Serrano Gonlazes Ines (Chairman), Ettore Gotti Tedeschi (Member), Francisco Javier Anton San Pablo (Member), Mauro Viotto (Member).
Their appointment lasts three years and, in any case, until the Shareholders' Meeting for approval of the Financial Statements as of 31 December 2011.

Management Committee
The Management Committee is responsible for monitoring correct implementation of the decisions of the Administrative Bodies and also for guaranteeing that these are reflected in Bank operations in general and in the activities of the individual departments. It plays a major role in monitoring the performance of the Bank and of its subsidiaries and in transmitting information to management bodies, thus improving integration and coordination of the actions of the various departments.
The Committee also assists the Managing Director in defining strategic guidelines and in decisions that affect the operating result and equity structure of the Bank.

Members of the Committee include the Managing Director and the Deputy General Managers and meetings are usually held every two weeks.

Third parties, from inside or outside the Company, able to provide suitable, appreciable contributions regarding the problems to be addressed, may also attend the meetings if invited by the Chairman.


Credit Control Committee
The Loan Control Committee assists the administrative bodies and Credit Department in effectively monitoring counterparty risk and businesses with agreements, adopting predefined methods of leverage.

The Committee comprises the Managing Director, the Deputy General Manager Planning and Control, the Deputy General Manager Credit Recovery and the Head of the Credit Department. Meetings of the Committee are usually attended also by the Deputy General Manager Sales, the Deputy General Manager Systems and Organisation, the Deputy General Manager Credit Recovery, the Head of the Processing Department, the Head of the Auditing and Operating Controls Department and the Head of the Direct Channel, who provide consulting and support.

The main tasks of the Committee include:

	definition of lending policies and assessment of the effectiveness/efficiency of IT and operating procedures with impacts on credit risk;
	continuous monitoring of the Bank’s credit risk;
	analysis and evaluation of the results of sales network audits and monitoring of application of any corrective actions proposed.

In 2008, five meetings were held with 82% attendance.


Money Laundering Analysis Committee
The Money Laundering Analysis Committee, the top corporate entity for the prevention of money laundering, maintains constant relations with the body of the same name of the Santander Group.
It comprises the Managing Director/General Manager (Chairman of the Committee) and the five Deputy General Managers, one whom is the Head of the UPA (Money Laundering Prevention Unit), and also acts as Secretary.

The Committee meets at least every two months and a copy of the minutes of the meetings is transmitted to the Central Department for the Prevention of Money Laundering (DCPBC) of the Santander Group with which the UPA liaises continually and also exchanges information.

The main activities of the Committee include:

	definition of the policies, general objectives, rules of conduct of the various bodies/subjects of the Group with regard to the prevention of laundering, and coordination of these;
	monitoring of actions, operations and issues relating to money laundering;
	application of specific preventive measures and updating of internal reference regulations;
	decisions regarding suspicious transactions that must be notified to the Authorities;
	determination of sensitive operations that must be analysed and reviewed.

In 2008, the Committee held four meetings with a percentage attendance of 100%.


Emergency Management Committee
The main task of the Emergency Management Committee is to guarantee continuity of service of the operating structure, in particular as regards the IT system, in normal conditions or in emergencies.
The Committee comprises the Managing Director/General Manager, the Deputy General Manager Systems and Organization and the Head of the Systems Department.
It usually meets every three months and its activities also include approval of the Business Continuity Plan and periodic testing of its efficiency.
In 2008, the Committee met four times with a percentage attendance of 100%.


Asset & Liability Management Committee (ALCO)
The Asset & Liability Management Committee provides General Management with support and advice in managing financial assets.
In particular, it cooperates with the Management in defining the limits of financial risk that can be assumed, in terms of operational autonomy, financial instruments, markets and counterparties, and identifies suitable risk measurement systems and models, also establishing the actions to be taken to improve the balance between risk/return.
Members of the Committee include the Managing Director/General Manager, the Deputy General Manager Administration and Finance, the Deputy General Manager Planning and Control, the Head of the Risk Planning and Control Department, the Head of the Treasury Department and the Head of the Finance Department of the Parent Bank.


Audit Committee
The Audit Committee, which reports directly to the Board of Directors, ultimately responsible for the internal control system, verifies and assesses the constant adequacy, efficiency and effectiveness of internal controls, also analyzing any phenomena with a critical impact on operations or risk profile.
The Committee is therefore required, if necessary, to adopt all the measures necessary to improve overall efficiency of the system.
Members of the Committee include the Managing Director/General Manager, the Deputy General Manager Planning and Control and the Head of Auditing and Operating Controls. Where advisable, other persons may be invited to participate in the Committee in order to discuss specific topics.
In 2008 the Committee held five meetings, attended by 100% of its members.


Consumer Protection Committee
The Committee, set up in the Autumn of 2006 at the initiative of the Santander Group, periodically collects various types of updated information from the Departments concerned in order to monitor the level of consumer protection and satisfaction, both as regards compliance with current legal requirements and also from the point of view of company procedures and operations.
The information collected is then processed in order to draw up two reports, one monthly and the other quarterly, which are sent by pre-established deadlines to the Santander Consumer Finance S.A. Parent Bank.
The Committee comprises the Managing Director/General Manager, the Head of the Call Center Department, the Head of the Marketing and Conditions Department and the Head of the Legal Department.

In 2008 the Committee held four meetings, prepared four quarterly reports and eight monthly reports, sending these to the Spanish Parent.


The Stock Financing Committee
The Committee, set up in 2007, periodically collects applications to Dealers for “Stock Financing” and “Revolving Dealer” loans from the branches and also all the information necessary for the preliminary investigation phase for granting of the credit lines or for subsequent monitoring. The information collected is discussed by the Committee which then proceeds, accordingly, to resolve on granting of the credit lines. The Committee comprise 5 members: the Managing Director, the Deputy General Manager Sales, the Head of Risks Management, the Head of the Credit Service and the Head of the Bank Area. In 2008, the Committee held eighteen meetings with an attendance of 85%.

The Oversight Board under Legislative Decree 231/2001
The Oversight Board pursuant to art. 6 of Legislative Decree 231/2001, set up with a resolution of the Board on September 18 2007, is responsible for monitoring functioning of and compliance with the “Organisation, Management and Control Model” and “Code of Conduct" adopted by the Santander Consumer Bank Banking Group in order to prevent the crimes envisaged by Legislative Decree 231/2001. It comprises: - The Head of the Legal Department of Santander Consumer Bank – Chairman - The Chairman of the Board of Statutory Auditors of Santander Consumer Bank – Member - The Head of the Auditing and Operating Controls Department of Santander Consumer Bank – Member - The Head of Human Resources of Santander Consumer Bank – Member and, therefore, incorporates all the various professional competencies necessary to monitor Company operations. In 2008, the Oversight Board held two meetings, amended the “Organisation, Management and Control Model” to gear this to new legislation introduced in 2008, and the “Code of Conduct” according to the directives of the Spanish Parent; in particular, in addition to providing training for all Group employees regarding the contents and provisions of Legislative Decree 231/2001, the Oversight Board also revised the “Model” to align this with: - Legislative Decree No. 231 of November 16 2007 on laundering prevention; Legislative Decree No. 81 of April 9 2008 on the protection of workplace health and safety; Law No. 48 of March 18 2008 regarding the liability of corporate entities for cyber-crimes, integrating and detailing the contents and applicability of the legal norms and sanctions envisaged by Legislative Decree 231/2001 in Annex 3 of the Model, which describes and illustrates the offences concerned; - Law No. 48 of March 18 2008 regarding the liability of corporate entities for cyber-crimes, specifying these offences, the related areas of risk, general principles of conduct, the instructions and controls of the Oversight Board more clearly in the Special Part of the Model.