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Structure & Governance

Santander Holdings USA, Inc. (SHUSA) is a wholly owned subsidiary of Banco Santander, S.A. (SAN), one of the most respected banking groups in the world with more than 125 million customers in Europe, Latin America and the U.S. As the intermediate holding company for Santander's U.S. businesses, SHUSA includes six financial companies with more than 17,500 employees, 5.2 million customers and assets of over $135.1 billion. These include Santander Bank, N.A., one of the country's largest retail and commercial banks by deposits; Santander Consumer USA Holdings Inc., an auto finance and consumer lending company; Banco Santander International of Miami; Banco Santander Puerto Rico; Santander Securities LLC of Boston; and Santander Investment Securities Inc. of New York.

The Santander Group (Banco Santander, S.A.) exercises oversight of Santander US through the appointment of the members of the Board of Directors of Santander Holdings USA, setting a global strategy and allocating a global risk appetite across Santander US.

The SHUSA Board is the highest governing body of Santander US, responsible for its operations, and is subject to fiduciary duties to Santander Holdings USA, Inc. Through the SHUSA Board and in adherence to U.S. legal and regulatory requirements and expectations, SHUSA may adopt a business strategy and policies consistent with the global strategy of the Santander Group. The SHUSA Board is responsible for establishing a risk appetite statement and limits consistent with the Santander Group's investment of capital and allocation of risk appetite to its activities in the United States.

The SHUSA Board:

  • Sets direction and operating parameters;
  • Appoints senior management, determining compensation of senior management and vests management with authorities by which to operate the company;
  • Identifies candidates and makes recommendations for directors of Santander Holdings USA and its subsidiaries;
  • Reserves to itself approval authority with respect to significant matters, including approval of policies; and Conducts effective and ongoing oversight activities.

SHUSA management governance consists of:

  • Overseeing and managing the operation of SHUSA's consolidated businesses and developing a comprehensive system of controls, including: 
    • Policies, standards and programs by which to control risks;
    • Organizational and reporting responsibilities reflecting clear lines of authorities;
    • Alignment of incentives with strategy, risk management goals, and operating parameters, such as Risk Appetite Statements;
    • and Effective oversight and management of risk taking and risk management activities.

The Santander Holdings USA, Inc. Board appoints the SHUSA CEO and evaluates the CEO's performance, sets his or her compensation and oversees the execution of Board-approved strategies, consistent with established risk parameters and policies, as well as applicable laws and regulations. The CEO of Santander Holdings USA, Inc. in conjunction with his or her dual functional role as the Head of Santander US operations, manages the affairs of SHUSA and Santander US by directing executive officers at the holding company level and the Chief Executive Officers of Santander US's entities.

© 2017 Santander Holdings USA, Inc.