Banco Santander, S.A.

Board regulation

The board and its committees are governed by the rules set out in the Bylaws and the Rules and regulations of the board, both of which are available on our corporate website.

•Bylaws. These dictate the basic rules that apply to the composition and operation of the board and its members' duties, and are supplemented and implemented by the Rules and regulations of the board. They can only be amended by shareholders at the general meeting. For more details, see'Rules for amending our Bylaws' in section 3.2.

•Rules and regulations of the board. These set the rules for running and internally organizing the board of directors and its committees through the development of applicable laws and Bylaws provisions and good governance recommendations. They set out the principles governing its actions and the duties of its members.

The Rules and regulations of the board adhere to all legal provisions as well as to the principles and recommendations set out in the CNMV Good Governance Code for Listed Companies (Spain's Corporate Governance Code), the Corporate Governance Principles for Banks of the Basel Committee on Banking Supervision, and the EBA's in Guidelines on internal governance.

Our rules on the audit committee also adhere to the good operating practices set out in the CNMV's Technical Guide 1/2024 on Audit Committees of Public Interest Entities, as well as with the applicable regulations because our shares are listed as ADS on the NYSE and, in particular, with Rule 10A-3 under the Securities Exchange Act on standards relating to audit committees.

Board functions

Banco Santander's board of directors is our highest decision-making body, except in matters reserved to shareholders at the general meeting. It performs its duties with unity of purpose and independent judgement.

The board’s policy is to designate executive bodies and managers to run day-to-day operations and implement the strategy. It focuses on general supervision, for which it has certain functions it cannot delegate by law, the Bylaws or the Rules and regulations of the board, including:

•strategic plans and management objectives;

•general policies, including, among others: capital and liquidity; tax; new products, operations and services; corporate culture and

values, which include sustainability; crisis management and resolution planning; risk (including tax risk) control and management; remuneration and compliance;

•financial and non-financial reporting and, more generally, information reported to shareholders, investors and the general public, as well as the processes and controls that ensure full disclosure;

•policies on reporting and communication with shareholders, markets and public opinion, and supervision of the disclosure of information;

•risk culture and management;

•internal audit plan;

•the selection, succession and remuneration of directors, senior management and other key positions;

•effectiveness of Grupo Santander’s corporate and internal governance system, including the GSGM, corporate frameworks and most relevant internal regulations;

•significant corporate transactions and investments;

•calling the general shareholders’ meeting; and

•related-party transactions.

The following chart shows the board’s approximate time allocation to each function in 2025.

Approximate allocation of time to the board’s activities in 2025

Annual report 2025289

Board structure and organization

The board’s corporate governance structure ensures that it discharges its duties effectively.