Mercantil’s governance structure is made up of Shareholder's Meeting, followed by the Board of Directors, with its Audit, Risk and Compensation Committees, the Executive Committee, the President and the Executive President, the Internal Auditor and the Compliance Officer.
Board of Directors
The efficiency of the Board of Directors is of prime importance for dealing with the different interests converging in the company, i.e. those of its shareholders, creditors, customers, employees and the community.
The Board of Directors is the main body responsible for defining corporate strategies, determining business policies and setting and controlling the strategic course of the institution. The Board also supervises management of the organization's different business and support areas. It assesses results by comparing them with pre-approved plans and strategies, performance in previous years and the system as a whole.
Pursuant to best corporate governance practices, most of the officers on the Board of Directors of MERCANTIL are Directors who are independent of Management. This further demonstrates MERCANTIL's commitment to comply with international management standards and is consistent with best corporate governance practices. The Directors are highly qualified professionals in business areas with ample knowledge of financial matters, thereby guaranteeing their ability to fulfill their functions.
The Board of Directors is comprised of ten (10) directors and twenty (20) alternate directors. The President and Executive Presidents are chosen from the Board members and both these offices can be held by the same person. The Board of Directors meets once a month and whenever deemed necessary by the President.
With a view to ensuring better control and transparency over management procedures, MERCANTIL's By-Laws established the creation of the Compensation and Audit Committees whose functions are governed by those By-laws. Furthermore, at a meeting held on May 31, 2001, the Board of Directors decided to create the Risk Committee which was granted legal status at a Shareholders’ meeting held in March 2006.
Board of Directors' Audit Committee
Responsible for analyzing and reviewing accounting and management policies, the opinions and reports of the internal and independent auditors, establishing Reserves, Financial Statements and their Notes and formulating recommendations to the Board on matters incumbent upon it. It also approves the engagement and remuneration of the independent auditors.
Board of Directors' Risk Committee
Approves MERCANTIL’s risk profile, policies and limits, optimizes the use of capital to support the approved risk profile.
Board of Directors' Compensation Committee
Responsible for setting the organization's remuneration and benefits policy, and approving the remuneration of the President and senior management, notifying the Board of Directors thereof.
MERCANTIL has an Executive Committee made up of the President, the Executive President, and up to ten (10) senior managers from the Business and Support areas of the organization, which guarantees the timely implementation of MERCANTIL's decisions and strategies. This Committee meets on a regular basis once a week and holds extraordinary meetings as required. It is responsible for evaluating options and formulating recommendations on policy matters, objectives, strategies and organization and submitting them to the Board of Directors for consideration. It must also guide Management's efforts to implement the policies adopted and evaluate the results of that implementation.
The Chairman of the Board is the company’s President and is responsible together with the Executive President and the Executive Committee for managing MERCANTIL’s activities and businesses at the highest level. Chairs the Shareholders' Meetings, Board Meetings and the Executive Committee and guides the Board on policy-making issues, objectives and strategies to be adopted and important decision-making to ensure their fulfillment. It also represents MERCANTIL at meetings with the political and administrative authorities and with private or public entities.
The Executive President is responsible for the executive management and coordination of MERCANTIL. He submits to the consideration of the Chairman, the Executive Committee and the Board, any major policies, objectives, strategies and decisions. He periodically reports to the Chairman, the Executive Committee and the Board the financial situation of Mercantil and the results of its operations. He also designs, establishes and develops MERCANTIL’s organizational structure and appoints and removes general managers, consultants and advisers a necessary. Additionally, he is responsible for the executive coordination of all of MERCANTIL’s subsidiaries. The Executive President reports to the Chairman of the Company.
In compliance with international corporate governance standards, MERCANTIL has an Internal Auditor who works jointly with the Auditors Committee to analyze Mercantil and its subsidiaries’ operations. The Internal Auditor is in charge of Mercantil’s Internal Auditors Global Management which designs jointly with the Audit Committee an internal audit planning implemented throughout the year. The internal audit results are revised and discussed periodically by the Audit Committee and by the Board of Directors in order to take actions required to correct the deficiencies.
In accordance with regulations on the matter, Mercantil has a Compliance Officer responsible for chairing the Committee on Prevention and Control of Money Laundering, designing the Annual Operating Plan on Anti-Money Laundering, coordinating and supervising the Anti Money-Laundering Committee and the Money Laundering Prevention and Compliance Unit, coordinating MERCANTIL's staff training activities on anti-money laundering and maintaining institutional relations with the regulatory bodies on the matter. It also advises the Audit Committee and the Board of Directors on compliance with their obligations under the anti-money laundering laws in force.
Mercantil Servicios Financieros
Board of Directors
Gustavo Vollmer A.
Alfredo Travieso P.
Luis A. Romero M.
Gustavo Galdo C
Miguel A. Capriles L.
Víctor J. Sierra A.
Federico Vollmer A.
Roberto Vainrub A.
Gustavo A. Marturet M.
Francisco Torres P.
Eduardo Mier y Terán
Luis A. Marturet M.
Francisco Monaldi M.
Claudio Dolman C.
Carlos Zuloaga T.
Alejandro González S.
Miguel A. Capriles C.
Luis Pedro España
Alberto Sosa S.
Alexandra Mendoza Valdés
Rafael Sánchez B.
Nelson Pinto A.
René Brillembourg C.
Fernando Eseverri I.
Oscar A. Machado K.
Gustavo A. Vollmer S.
Gustavo Machado C.
Enrique Mier y Terán