In accordance with our Corporate Governance Guidelines and Principles, our Board believes that in addition to directors possessing the skills and judgment to perform their functions, they should have the ability to devote sufficient time and attention necessary to fulfill their duties and responsibilities. The Board and the Governance Committee consider whether the directors and nominees for director have sufficient time and attention to devote to Board duties, including whether a director may be “overboarded,” which is a term used to refer to a situation where a director serves on an excessive number of boards.
Our Board strongly believes that each of our directors has demonstrated the ability to devote sufficient time and attention to fulfill his or her duties and responsibilities as Board members.
While our chair, Roberto Herencia, has not been deemed overboarded by proxy advisory firms, we want to ensure we provide context as to his commitment to continue serving as Chair of the Board. Currently, Chair Herencia serves on the board of directors of two other public companies: Banner Corporation and Byline Bancorp. After careful consideration, our Board strongly believes that Chair Herencia’s outside board and other commitments do not limit his ability to devote sufficient time and attention to his duties as chair of the Corporation’s Board. Additionally, the Board believes that his services with other public companies do not, and will not, negatively impact his service on our Board. The Governance Committee and our Board determined that Chair Herencia has demonstrated, and continues to demonstrate, his ability to fulfill his responsibilities as Chair of the Board for the following reasons:
| • | Chair Herencia is a highly engaged and high performing director, as evidenced by his impeccable record of meeting preparation and attendance. Since his appointment in 2011, Chairman Herencia has participated in 100% of Board meetings, and 99% of committee meetings for committees of which he is a member. His attendance record is evidence of his commitment and engagement with the Corporation. |
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| • | Chair Herencia actively participates in the discussions at the Board and committees’ meetings, including providing valuable and constructive feedback from a strategic, financial, risk and reputational perspective. Chair Herencia’s insightful questions and comments contribute significantly to discussions, as well as decision-making processes, in which he is actively involved. |
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| • | Chair Herencia appropriately engages with management, other Board members and regulators outside of the meetings of the Board and its committees. |
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| • | Chair Herencia’s vast experience in the financial industry, including overseeing and managing a bank through a financial crisis and through macro level financial industry challenges, has been critical to the identification and attraction of both the managerial talent and Board members who currently serve the Corporation. Chair Herencia also possesses vast experience and expertise in mergers and acquisitions, including integration activities, which provided valuable expertise through the integration process of the acquisition of Banco Santander Puerto Rico (the “Acquired Operations”). |
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| • | As a Puerto Rico-born individual, and former Puerto Rico banking executive, Chair Herencia has extensive knowledge about our customers and competitors. In addition, being fully bilingual in both English and Spanish gives Chair Herencia the ability to interact at all levels within the Corporation and the Puerto Rico community, and with other key stakeholders. |
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| • | Chair Herencia’s experience with other boards of directors of other public companies that are also financial institutions benefits us given that it provides him with additional insights and experience that enhances his value to our Board. |
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| • | Chair Herencia has received interlock exemptions from federal regulators to serve as director of all three public companies without a term limit. These approvals are an affirmation by regulators of Chair Herencia’s ability and commitment to serve well in all three entities and the value he adds to each of them, considering his expertise, knowledge and experience. |
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| • | Chair Herencia has assured our Board that he continues to be committed to serving our Board and devoting the time and attention that his duties and responsibilities require. |
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