TABLE OF CONTENTS
CORPORATE GOVERNANCE | |
II | Corporate Governance,
Directors and Executive Officers |
DIRECTORS AND EXECUTIVE OFFICERS
Our Board of Directors believes that high standards of corporate governance are an essential component of
strengtheningthe strength of our corporate culture and
embeddingensure that our institutional values
are embedded in our day-to-day business operations. The Board’s Corporate Governance and Nominating Committee recommends to the Board the adoption of corporate governance guidelines to protect and enhance shareholder value and to set forth the principles as to how the Board, its various committees, individual directors and management should perform their functions. The Corporate Governance and Nominating Committee considers developments in corporate governance and periodically recommends to the Board changes to our corporate governance
principles.practices.Key Corporate Governance Features | | |
KEY CORPORATE GOVERNANCE FEATURES
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Director
Independence
| | Popular’s Corporate Governance Guidelines provide that
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| | Director Independence
Independent directors must compose at least two-thirds of the Board shall consist of independent directors. At present, allBoard. Eleven of our non-employee13 current directors (eight of ten directors) are independent in accordance with the standards of The Nasdaq Stock Market (“NASDAQ”). The Board has determined that Messrs. Carrión and Alvarez are our only employee directors and are not considered independent.independent under NASDAQ rules.
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| | Lead Independent Director
Our Lead Independent Director is elected by a majority of the independent members of the Board and has robust and well-defined responsibilities.
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| | | Majority Voting in Director Elections | |
Directors are elected by the affirmative vote of a majority of the shares represented at the annual meeting. An incumbent director not elected by the affirmative vote of a majority of the shares represented at the annual meeting must tender his or her resignation to the Board, which may accept or reject the director’s resignation.
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Independent Lead
Director
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| | Currently, the Board has
| Annual Election of Directors
All directors are elected on an Executive Chairman and a Lead Director. You can read about the respective roles and responsibilities of the Chairman and the Lead Director under “Board Leadership.”annual basis.
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| | | Board Oversight of Risk Management | | Popular’s
The Board has a significant role in risk oversight. You can read about the role of the Board in risk oversight under “Board Oversight of Risk Management.”Management”.
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Succession Planning
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| | | Environmental, Social and Governance (ESG) Oversight
The Board, through its Corporate Governance and Nominating Committee, Risk Management Committee and Talent and Compensation Committee, oversees the Corporation’s ESG strategy, as well as environmental and other risks, including climate related risks.
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| | | Succession Planning
The Talent and Compensation Committee annually reviews a management succession plan developed by the CEO, to ensure an orderly succession of the CEO, and executive officers in both ordinary course and emergency situations.situations, and of the executive officers.
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Director Retirement
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| | Popular’s Corporate Governance Guidelines provide that directors
| Director Retirement Age
Directors may serve on the Board until the end of their term following their 7274ndth birthday and may not be initially elected or re-elected after reaching age 72.74. In December 2023, the Board granted a one-year waiver of the Director Retirement Age set forth in the Corporation’s Corporate Governance Guidelines in order to renominate Mr. Diercksen, the Board’s Lead Independent Director. This one-year waiver will allow Mr. Diercksen to stand for re-election at the 2024 Annual Meeting of Shareholders, notwithstanding having reached 74 years of age in 2023. The Board granted and approved this one-year waiver in light of the value of, and contributions made by Mr. Diercksen to the Board, as well as the leadership, skills and experience that he brings, considering the current composition of the Board.
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Stock Ownership
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| | | Stock Ownership
Within three years of their election, directors must hold Popular stock with a value equal to five times the annual Board retainer. Within five years of designation, the Executive Chairman and the President and CEO must hold Popular stock with a value equal to six times base paysalary and other executive officers must hold three times their base pay. Stock that has been pledged to secure certain grandfathered loans does not count towards meeting ownership requirements.salary.
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Restrictions
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| | | Prohibition on Pledging, Hedging and Speculative Transactions | |
Popular’s directors and executive officers are prohibited from pledging Popular’s common stocksecurities of Popular as collateral for loans, except with respect to certain grandfathered loans that were outstanding on December 11, 2015 or their refinancings. Directorsloans. In addition, directors and executive officers are not allowed to engage in speculative transactions, such as hedging and monetization transactions, using Popular’s securities.securities of Popular.
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Annual Board and Committee Self-Assessments
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| | | Annual Board, Committee and Individual Director Self-Assessments
The Board, each of its committees and each committeeindividual director conduct annual self-evaluations to determine whether they are functioning effectively. Additionally, the Board is required to retain, at least every three years, an independent consultant to facilitate the Board’s performance evaluation.
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Executive Sessionsof Non-Management Directors
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| | | Executive Sessions of Non-Management Directors and Independent Directors
Popular’s independentnon-management directors hold executive sessions without Popular’s management after eachonce every regularly scheduled in-person Board meeting. Independent directors meet in executive session as frequently as determined by the independent directors, but not less than twice a year.
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To ensure that Directorsdirectors have sufficient time to devote to their responsibilities on Popular’s Board, Popular’s Corporate Governance Guidelines contain a policy about other directorships. Directorsestablishes that directors who also serve as CEOs or executive officers of a public companiescompany should not serve on more than one public company board in addition to Popular’s Board, and other directors should not serve on more than four public company boards, in addition toincluding Popular’s Board. In addition,Also, members of the Audit Committee may not serve on more than three public company audit committees, including Popular’s Audit Committee, without prior Board approval.
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| | | Shareholder’s Ability to Call a Special Meeting of Shareholders
Popular’s Amended and Restated By-laws provide shareholders holding at least 20% of the outstanding shares of common stock with the right to request a special meeting of shareholders. | |
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BOARD OF DIRECTORS’ INDEPENDENCE
Board of Directors and Nominees’ IndependencePopular’s Corporate Governance Guidelines provide that at least two-thirds of the Board shall consist of directors who the Board has determined have no material relationship with Popular and who are otherwise “independent” under the director independence standards of NASDAQ. The Board, with the assistance of the Corporate Governance and Nominating Committee, conducts an annual review of any relevant business relationships that each director may have with Popular and whether each director meets the independence standards of NASDAQ. The Board has determined that all of its current directors and nominees, except
for Messrs.Mr. Carrión, who is our former CEO and Executive Chairman, and Mr. Alvarez, have no material relationship with Popularwho is our current President and CEO, meet the independence standards of NASDAQ.
As part of the process to determine Ms. Ferré’sdirector independence, the Board considered payments made by Popular in the ordinary course of business to various entities indirectly related to Ms. Ferré in connection with call center services and marketing and advertising activities of Popular and its affiliatesaffiliates. In the case of Mr. Carrady, it also considered payments made and received by Popular in the ordinary course of business in connection with property lease transactions with entities related to him. None of the payments made to the entities related to Ms. Ferré or entities related to Mr. Carrady were for the provision of professional or other services by a professional services firm. Applying the independence standards of NASDAQ, the Board determined that these business relationships are not material and diddo not impair the ability of either Ms. Ferré or Mr. Carrady to act independently.
CORPORATE GOVERNANCE DIRECTORS AND EXECUTIVE OFFICERS | 9
BOARD LEADERSHIPTABLE OF CONTENTS
Each year, the Board evaluates whether Popular’s leadership structure is in the best interest of Popular. The Board does not have a policy on whether the Chairman and CEO positions should be separate or combined. Currently, Mr. Carrión servedserves as Popular’sthe Chairman of the Board of Directors and Mr. Alvarez serves as President and CEO from 1994 to July 1, 2017, when the CEO and President positions were consolidated in Mr. Alvarez and Mr. Carrión assumed the position of Executive Chairman. In his role as Executive Chairman, Mr. Carrión continues to collaborate with Mr. Alvarez on corporate strategy, government and client relations and social responsibility initiatives.Popular. The Board could in the future decide to consolidate the Chairman and CEO
these positions if it determines that doing so would serve the best interests of Popular.
The Board believes that the
Corporation.present structure provides Popular and the Board with strong and objective leadership, effective engagement with and oversight of management, and continuity of experience. As a highly regulated financial services provider, Popular and our
shareholders benefit from having a Chairman with deep experience and leadership in and knowledge of the financial services industry, our company, its businesses, and our markets.
The independent members of the Board elect amongst themselves a Lead Independent Director, a position occupied by Mr. Diercksen since January 2020. Popular’s Corporate Governance Guidelines require the designation of a Lead Independent Director when the Chairman of the Board is not an independent director. The Lead Director is an independent director elected annually by a majority of the independent members of the Board. On February 23, 2018 Mr. Teuber was reappointed as the Lead Director. The Corporate Governance Guidelines provide that the Lead Independent Director will havehas the responsibilities listed below.following responsibilities:
Lead
Independent Director Responsibilities
| ✓ | Preside over all
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| | | | Be available for consultation and direct communication upon request of major shareholders. | |
| | | | Call meetings of the Board at which the Chairman is not present. | |
| ✓ | Presideindependent directors and preside over executive sessions of the independent directors.
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| ��� | | | Act as liaison between the independent directors and the Chairman. | |
| ✓ | Have authority to call meetings of independent directors.
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| ✓ | Assist the other independent directors by ensuring that independent directors have adequate opportunities to meet in executive sessions and communicate to the Chairman, as appropriate, the results of such sessions and other private discussions among outsideindependent directors. | |
| ✓ | | | Assist the Chairman and the remainder of the Board in assuming effective corporate governance in managing the affairs of the Board. | |
| ✓ | | | Serve as the contact person to facilitate communications requested by major shareholders with independent members of the Board. | |
| ✓ | | | Approve, in collaboration with the Chairman, meeting agendas and information sent to the Board. | |
| ✓ | | | Approve, in collaboration with the Chairman, the meeting schedules to assure that there is sufficient time for discussion of all agenda items. | |
| ✓ | | | Serve temporarily as Chairman of the Board and the Board’s spokesperson if the Chairman is unable to act. | |
| ✓ | | | Interview Board candidates. | |
| ✓ | | | Recommend to the Corporate Governance and Nominating Committee nominees to Board committees and sub-committees as may come to the Lead Independent Director’s attention. | |
| ✓ | | | Ensure the Board works as a cohesive team. | |
| ✓ | Be available for consultation and direct communication upon request
| | Preside over all meetings of major shareholders.the Board at which the Chairman is not present. | |
| ✓ | | | Make such recommendations to the Board as the Lead Independent Director may deem appropriate for the retention of consultants who will report to the Board. | |
| ✓ | | | Retain consultants, with the approval of the Board, as the Lead Independent Director and the Board deem appropriate. | |
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DIRECTOR CONTINUING EDUCATION
Popular encourages directors to participate in continuing director education programs. To assist the Board in remaining current with its duties, committee responsibilitiesMeetings and the many important developments impacting our business, Popular participates in the Corporate Board
Executive SessionsMember’s Board Leadership Program. This program offers our directors access to a wide range of in-person, peer-based and webinar educational programs on corporate governance, committee duties, board leadership and industry developments.
BOARD MEETINGS AND EXECUTIVE SESSIONS
The Board met 1411 times during 2017.2023. Each director attended 75%91% or more meetings of the Board and the meetings of committees of the Board on which each such director served. Directors also are kept informed of our business through meetings and direct communications with the Chairman and the CEO regarding matters of interest to Popular and our shareholders. While Popular has not adopted a formal policy with respect to directors’ attendance at the meetings of shareholders, Popular encourages directors to attend all meetings.meetings of shareholders. All of Popular’sour directors attended the 20172023 annual meeting of shareholders
shareholders.and all directors are expected to attend the 2018 annual meeting.
The Corporate Governance Guidelines requireprovide that the non-management directors will meet in executive sessions in-person after regularly scheduled Board meetings and that independent directors will also meet in executive sessions as frequently as determined by the independent directors, to meetbut not less frequently than twice a year. During 2023, non-management directors met in executive session once every in-person regularly scheduled Board meeting. During 2017, the independent directors held executive sessions without Popular’s management after each regularly scheduled in-personin person Board meeting. The independent directors met 5 times during 2023.
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BOARD SELF-ASSESSMENTTABLE OF CONTENTS
Our Board conducts an annual self-assessment
aimed at improvingthat is intended to determine whether the Board, its
performance.committees and each individual director are functioning effectively and provides them with the opportunity to evaluate, reflect and improve processes, performance and effectiveness. As part of such assessment, each director
completesis provided a written questionnaire that is designed to gather suggestions for improving Board
and committee effectiveness and solicit feedback on a wide range of issues,
including:including, among others:Board and committee composition, structure and operations;
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| | | | Board and Committee composition, structure and operations; | |
| | | | Board dynamics, culture and standards of conduct; | |
| | | | Adequacy of management provided materials and information; | |
| | | | Access to management; and | |
| | | | Board effectiveness and accountability. | |
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Board dynamics and standards of conduct;
adequacy of materials and information
provided;
access to management; and
Board effectiveness and accountability.
Each of the fourfive standing committees of the Board committeesis also conductsrequired to conduct its own written annual self-assessment, which generally includes issuesevaluates matters such as:
(i) responsibilities and organization of the committee, including adequacy of its charter;
(ii) operations of the committee;
(iii) the adequacy of meeting materials and information
provided; and
(iv) assessment of the committee’s performance.
performance of its assigned duties, among others. Each director also participates in an individual director self-assessment where directors evaluate their own performance and effectiveness and identify areas for improvement. Additionally, our Corporate Governance Guidelines provide that the Corporate Governance and Nominating Committee shall retain, at least every three years, an independent consultant to facilitate the Board’s performance evaluation. The most recent Board evaluation facilitated by an independent consultant was performed as part of the 2021 Board evaluation process.
The Corporate Governance and Nominating Committee oversees the annual self-evaluation process with the input from the Chairman and the Lead Independent Director. Responses to the Board and committee self-assessments, including written comments, are tabulated to show trends sincecompared to prior years.
Responses are not attributed to individual directors in order to promote openness, discussion and transparency.collegiality. The Board and Committee self-assessment report isresults are discussed byin the Corporate Governance and Nominating Committee, and then the Chair of the Corporate Governance and Nominating Committee leads the discussion with the full Board. The committee self-assessment reportsresults are also discussed at each committee, followed by a discussion of the results with the full Board led by theeach Committee Chair. The results of the individual director self-assessments are shared with the Chairman and Lead Independent Director which then engage on one-on-one conversations with the individual directors to obtain their assessment and provide feedback, as needed. Following the discussions of the results of the evaluations, appropriate action plans are developed and executed in partnership with management.
The Corporate Governance and Nominating Committee annually discussesreviews the format and process to be used to carry out the Board, committee and committee self-assessment.individual director self-assessment, as well as evaluates potential enhancements to the process.
The following summarizes the 2023 Board’s self-assessment process:
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COMMITTEESTABLE OF THE BOARDCONTENTS
Director Onboarding and Continuing Education Popular provides an onboarding and orientation process for new directors to facilitate the integration of new members to the Board and enhance the overall functioning of the Board. The onboarding process provides new directors with background material on Popular, its business and strategic plan, risk profile and an overview of Boardroom dynamics and director roles and responsibilities. The onboarding process also includes meetings with Board leadership and senior management, as well as access to supplemental materials and training resources, as appropriate.
Director continuing education enhances the skills and knowledge necessary to fulfill director responsibilities. The Board has fourestablished a Director Continuing Education Program that includes in-boardroom training and educational sessions, promotes individual director development and provides supplemental educational materials and resources. On an annual basis, the Corporate Governance and Nominating Committee of the Board establishes an annual in-boardroom training
calendar to provide the Board with educational sessions on a variety of topics, including regulatory compliance, financial crimes compliance, cybersecurity, banking regulatory trends, and technology matters, among others. Directors are also encouraged to further their individual development by participating in at least one director-related continuing education session each year provided by a recognized organization engaged in director continuing education services. Additionally, on an ongoing basis, directors receive supplemental educational materials and resources to supplement their continuing education. These materials and resources include, among others, access to the National Association of Corporate Directors’ (NACD) Continuing Education Program which offers our directors access to a wide range of in-person, peer-based and webinar educational programs on a variety of topics, including, strategic oversight, corporate governance, committee duties, succession planning, cyber and information security, board leadership and industry developments.
Management Succession Planning Popular’s Board recognizes that one of its most important duties is to ensure senior leadership continuity by overseeing the development of executive talent and planning for the efficient succession of the CEO and other executive officers. The Board has delegated primary responsibility for succession planning to the Talent and Compensation Committee. The Talent and Compensation Committee reviews annually a management succession plan, developed by the CEO, and reports annually to the Board on the management succession plan. The principal components of this plan are: (i) a proposed plan for
emergency CEO succession, (ii) a proposed plan for CEO succession in the ordinary course of business, and (iii) the CEO’s plan for management succession for the other policy-making officers of Popular. The succession plan includes an assessment of the experience, performance, skills and planned career paths for possible candidates within the senior management team. Development initiatives supporting the succession plan include job enhancements and rotations, the Popular Leadership Academy, specialized external trainings and competency assessments.
Hedging and Pledging Policy Our Corporate Governance Guidelines prohibit executive officers and directors of Popular from engaging in hedging or monetization transactions with respect to Popular’s securities. Such prohibited transactions include, but are not limited to, zero-cost collars, equity swaps, and forward sale contracts since they are considered speculative as they allow the shareholder to lock in the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. This allows
the holder to continue to own the underlying securities without the full rewards and risks of ownership. In addition, pledging of Popular’s securities, including restricted stock and restricted stock units granted as compensation, by executive officers and directors is also prohibited under the Corporate Governance Guidelines. This prohibition includes securities pledged as collateral for margin accounts, as well as securities pledged as collateral for loans.
The Board has adopted a Code of Ethics to be followed by Popular’s employees, officers and directors. The Code of Ethics reaffirms Popular’s high standards of ethics, integrity and honesty, and provides the general rules to be followed in order to act in accordance with our ethical principles. Directors, NEOs, other executive officers and
employees are required to read and comply with the Code of Ethics. Popular offers a training on its Code of Ethics to all new employees shortly after their start date and also provides periodic Code of Ethics training to all employees. The Code of Ethics training is available in both English and Spanish. Moreover, on an annual basis employees
12 | 2024 POPULAR, INC. PROXY STATEMENT
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must certify that they have read the Code of Ethics and complete a Declaration on Code of Ethics, Anti-Bribery/Anti-Corruption Policy and Possible Conflicts of Interest. In addition, suppliers, including vendors, service providers, consultants and contractors, among others, are subject to the Code of Ethics for Popular Suppliers.
Overall responsibility for interpreting and applying the Code of Ethics rests with the Corporate Ethics Officer, whose work is overseen by Popular’s Chief Legal Officer and the Board. At least once a year, the Corporate Ethics Officer reports to the Board on the status of the Code of Ethics, ethics training and other ethics-related matters. Our Board of Directors plays an essential oversight role over ethics-related matters of the Corporation, by among others:
modeling ethical standards by focusing on the character, integrity, and qualifications of its members and those of the senior management of the Corporation;
overseeing management’s identification, monitoring and control of internal risks, including compliance with the Code of Ethics; and
overseeing the management of violations to the Code of Ethics.
The Code of Ethics provides that any waivers of its terms granted to NEOs, other executive officers or directors may
be made only by the independent members of the Board. Any such waivers must be promptly disclosed to the shareholders.
During 2023, Popular did not receive or grant any request from directors, NEOs or other executive officers for waivers under the provisions of the Code of Ethics. The Code of Ethics was last revised on September 28, 2023 and is available on the Corporate Governance section of Popular’s website in English at https://investor.popular.com/eng/corporate-governance/ and in Spanish at https://investor.popular.com/esp/regencia-corporativa/. Popular posts on its website any amendments to the Code of Ethics and any waivers granted to the President and CEO, the CFO, the Corporate Comptroller or directors.
Popular expects employees to report behavior that concerns them or that may represent a violation of the Code of Ethics. Popular offers several channels by which employees may raise an issue or concern, including any actual or potential violations of the Code of Ethics. One such method is EthicsPoint, a website and telephone hotline that is available 24/7. EthicsPoint reports can be submitted anonymously.
Membership in Board Committees
(1)
| On January 17, 2024, Mr. Bacardí informed the Corporate Governance and Nominating Committee of the Board of his decision not to stand for re-election to the Corporation’s Board upon the expiration of his current term, which expires at the Corporation’s 2024 Annual Meeting of Shareholders. |
CORPORATE GOVERNANCE DIRECTORS AND EXECUTIVE OFFICERS | 13
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The Board has five standing
Committees:committees: an Audit Committee, a Corporate Governance and Nominating Committee, a Risk Management Committee,
a Talent and Compensation Committee and a
CompensationTechnology Committee. All committees operate under written charters, which are posted
inon our website under the heading
Corporate Governance“Corporate Governance” at
www.popular.com/en/investor-relations/investor-relations.
The following highlightsHighlighted below are some of the key responsibilities of each
standing committee, as well as information about committee members and their independence, number of meetings in
20172023 and last charter revision date, among others. For additional information on the role of certain of the standing committees in connection with risk oversight
and oversight of ESG matters, please see the “Board Oversight of Risk Management”
sectionand “Corporate Responsibility and Sustainability” sections of this Proxy Statement.
AUDIT COMMITTEE
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| Audit Committee | | |
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| | Members:
Alejandro M. Ballester
John W. Diercksen
C. Kim Goodwin
William J. Teuber, Jr. (Chair)
Carlos A. Unanue
Independence:
Each member of the committee is independent
Audit Committee
Financial Expert:
Messrs. Teuber and Diercksen and Ms. Goodwin are Audit Committee Financial Experts as defined by SEC rules
10 Meetings in 2017: 11 meetings of which 2023
8 were devoted to the discussion ofdiscussed earnings releases, Form 10-K and Form 10-Q filingsCharter last revised:
December 14, 2017 filings.
| | | Members
John W. Diercksen (Chair)
Alejandro M. Ballester
C. Kim Goodwin
José R. Rodríguez
Carlos A. Unanue | | | Independence
Each member of the committee is independent | | | Charter Last Revised
December 8, 2023 | |
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|
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| Primary Responsibilities:Responsibilities
Assists the Board in its oversight of:
• the outside auditors’ qualifications, independence and performance;
• the performance of Popular’s internal audit function;
• the integrity of Popular’s financial statements, including overseeing the accounting and financial processes, principles and policies, the effectiveness of internal controls over financial reporting and the audits of the financial statements; and
• compliance with legal and regulatory requirements.
In addition, the Audit Committee issues a report, as required by the U.S. Securities and Exchange Commission (the “SEC”) rules, for inclusion in Popular’s annual proxy statement. The Audit Committee was established in accordance with the requirements of the Securities Exchange Act of 1934.1934 (the “1934 Act”).
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| Audit Committee Financial Experts
Mr. Diercksen, Ms. Goodwin and Mr. Rodríguez are Audit Committee Financial Experts as defined by SEC rules.
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CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
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| | Members:
Members
Maria Luisa Ferré (Chair)
Alejandro M. Ballester (Chair)Maria Luisa Ferré
William J. Teuber, Jr.
Independence:
Robert Carrady
John W. Diercksen
Myrna M. Soto | | | Independence
Each member of the committee is independent Meetings in 2017: 5
Charter last revised:
January 26, 2018
| | | Charter Last Revised
December 8, 2023 | |
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|
Primary Responsibilities:Responsibilities
The Corporate Governance and Nominating Committee is responsible for:
• exercising general oversight with respect to the governance of the Board;
• identifying and recommending individuals qualified to become Board members and recommending director nominees and committee members to the Board;
• evaluating and considering candidates for director recommended by shareholders and recommending to the Board, as it deems appropriate, actions with respect to such nominees in accordance with the Corporation’s organizational documents and applicable law; | |
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| • reviewing and considering any communication received from shareholders of the Corporation;
• reviewing and reporting to the Board on matters of corporate governance and developing and recommending to the Board a set of corporate governance principles applicable to Popular;
• leading the Board and assisting its committees in the annual assessmentevaluation of their performance;the performance of the Board, its committees and the individual directors;
• recommending to the Board the form and amount of compensation for Popular’s directors;
• overseeing the Corporation’s strategy, initiatives, practices, and policies that relate to sustainability and social responsibility, including environmental, social and governance (ESG) matters;
• reviewing and overseeing the Corporation’s reporting with respect to corporate sustainability and ESG matters; and
• establishing and approving annually the Board’s continuing education program and annual training calendar, as well as receiving a report on the trainings completed each year by directors. | |
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10 | 2018 PROXY STATEMENT
RISK MANAGEMENT COMMITTEE
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| | Members:
Members
C. Kim Goodwin (Chair)
John W. DiercksenDavid E. Goel
C. Kim Goodwin (Chair)
William J. Teuber, Jr.
Independence:
José R. Rodríguez
Alejandro M. Sánchez
Myrna M. Soto | | | Independence
Each member of the
committee is
independent Meetings in 2017: 11
Charter last revised:
January 26, 2018
| | | Charter Last Revised
December 8, 2023 | |
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|
Primary Responsibilities:Responsibilities
Assists the Board in theits oversight of:
• Popular’s overallenterprise-wide risk management program, practices and framework; and
• the monitoring, review and approval of the policies and procedures that measure, limit and manage Popular’s main risks, including operational, liquidity,credit, market, interest rate, market,liquidity, operational, technology, cyber and information security, compliance, legal, complianceclimate, reputational, including social, and credit risks.strategic risks;
• senior management’s activities with respect to capital management, including the development of Popular’s annual capital plan;
• Popular’s information security and risk management with respect to cybersecurity; and
• Popular’s risk management with respect to environmental risks, including risks pertaining to climate-change.
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| Risk Management Experts
Ms. Goodwin, Mr. Rodríguez and Ms. Soto are Risk Management Experts as defined in the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules of the Federal Reserve Board promulgated
thereunder. | |
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| 6 Meetings in 2023 | | | Members
Alejandro M. Ballester (Chair)
Robert Carrady
Betty DeVita
John W. Diercksen
Alejandro M. Sánchez
Carlos A. Unanue | | | | | | |
COMPENSATION COMMITTEE
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| | Members:
David E. Goel
Maria Luisa Ferré (Chair)
William J. Teuber, Jr.
Carlos A. Unanue
Independence:
Independence
Each member of the committee is independent Meetings in 2017: 5
Charter last revised:
December 14, 2017
| | | Charter Last Revised
December 8, 2023 | |
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| Primary Responsibilities:Responsibilities
Discharges the Board’s responsibilities subject to review by the full Board, relating to:
• the compensation of Popular’s Executive Chairman, CEO and all other executive officers;
• the adoption of policies that govern Popular’s compensation and benefitbenefits programs;
• overseeing plans for executive officer development and succession; | |
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CORPORATE GOVERNANCE DIRECTORS AND EXECUTIVE OFFICERS | 15
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| • reviewing and advising management regarding the Corporation’s human capital strategies, practices and initiatives, including ESG matters related to culture, talent acquisition and development, workforce engagement, diversity, equity (including pay equity) and inclusion;
• overseeing, in consultation with management, compliance with federal, state and local laws as they affect compensation matters;
• considering, in consultation with the CRO,Chief Risk Officer, whether the incentives and risks arising from the compensation plans for all employees are reasonably likely to have a material adverse effect on Popular and taking necessary actions to limit any risks identified as a result of the risk-related reviews; and
• reviewing and discussing with management the Compensation“Compensation Discussion and Analysis Section forAnalysis” section in Popular’s annual proxy statement in compliance with and to the extent required by applicable law, rules and regulations. | |
| Talent and Compensation Committee Interlocks and Insider Participation:
None of the members of the Talent and Compensation Committee is or has been an officer or employee of Popular. In addition, none of our executive officers is, or was during 2017,2023, a member of the board of directors or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2017,2023, an executive officer serving as a member of our Talent and Compensation Committee. Other than as disclosed in the “Certain RelationshipsMr. Ballester and Transactions” section of this Proxy Statement,Ms. Ferré, during 2023 none of the members of the Talent and Compensation Committee had any relationship with Popular requiring disclosure under Item 404 of Regulation S-K. On September 28, 2023, Mr. Ballester was appointed member and Chair of the Talent and Compensation Committee and Ms. Ferré ceased being a member of such committee. A summary of the relationships requiring disclosure under Item 404 of Regulation S-K are disclosed in the “Certain Relationships and Transactions” section of this Proxy Statement. | | | | |
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MEMBERSHIP IN BOARD COMMITTEES
| | | | | | | | | | |
| | Name
| | Audit
| | Compensation
| | Corp. Gov. &
Nominating
| | Risk
|
Class 1
| | Ignacio Alvarez
| | | | | | | | |
| Richard L. Carrión
4 Meetings in 2023 | | | Members
Richard L. Carrión (Chair)
Betty DeVita
John W. Diercksen
Maria Luisa Ferré
C. Kim Goodwin
Myrna M. Soto | | | Independence
All members of the committee are
independent, except
for Mr. Carrión | | | Charter Last Revised
December 8, 2023 | |
| | |
| Primary Responsibilities
Discharges the Board’s responsibilities, subject to review by the full Board, relating to:
• overseeing the development and implementation of the Corporation’s technology planning, strategy and major initiatives, as well as the Corporation’s technology functions, operations and needs;
• overseeing and reviewing Popular’s major technology related transactions, acquisitions, investments, projects and architecture decisions, including the financial, customer and strategic benefits thereof;
• monitoring the risks associated with major technology vendor relationships;
• overseeing Popular’s plans and activities relevant to technology innovation; and
• reviewing and receiving reports from management and third parties regarding current and emerging technology trends. | |
| | |
| Carlos A. Unanue
| |
| |
| | | | |
Class 2
| | Joaquín E. Bacardí, III
| | | | | |
| |
|
| John W. Diercksen
| |
| | | | | |
|
| David E. Goel
| | | |
| | | |
|
Class 3
| | Maria Luisa Ferré
| | | |
| |
| | |
| C. Kim Goodwin
| |
| | | | | |
|
| William J. Teuber, Jr. (Lead Director)
| |
| |
| |
| |
|
| | | | | | | | | | | | |
| | | | |
| | | | Member | | | Chair | | | | Financial Expert | |
BOARD OVERSIGHT OF RISK MANAGEMENTBoard Oversight of Risk Management
While management has primary responsibility for managing risk, the Board has a significant role in the risk oversight of Popular. The Board performs its risk oversight functions directly and through several Board committees, each of which oversees the management of risks that fall within its areas of responsibility, as described below. In discharging their responsibilities, Board committees have full access to management and independent advisors as they deem necessary or appropriate. In addition, each Board committee reports to the Board on their risk oversight functions after each meeting. Whenever it is deemed appropriate, management gives presentations to the full Board in connection with specific risks, such as those related to compliance, cybersecurity and information security, among others. The principal roles and responsibilities of the Board committees in the oversight of risk management are described below:next.
16 | 2024 POPULAR, INC. PROXY STATEMENT
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| | | | | | | | |
| | |
| Audit Committee | |
| Risk Oversight Responsibilities: | |
| • | | | Oversee accounting and financial reporting principles and policies, internal controls and procedures and controls over financial reporting. | |
| • | | | Review reports from management, independent auditors, internal auditors, compliance group, legal counsel, regulators and outside experts, as considered appropriate, that include the risks Popular faces. | |
| • | | | Evaluate and approve the annual risk assessment of the Internal Audit Division, which identifies the areas to be included in the annual audit plan. | |
| | Risk Management
Committee
| | | |
| | |
| Corporate Governance and Nominating Committee | |
| Risk Oversight Responsibilities:
| |
| • | | | Provide oversight of risks related to the composition and structure of the Board and its committees, including the selection and nomination of the members of the Board. | |
| • | | | Review, approve and oversee the Corporation’s corporate governance practices. | |
| • | | | Oversee the Corporation’s approach to ESG matters and how the Corporation advances sustainability in its business and operations. | |
| • | | | Review and oversee the Corporation’s reporting with respect to ESG matters. | |
| | | | | |
| | |
| Risk Management Committee | |
| Risk Oversight Responsibilities: | |
| • | | | Review, approve and oversee management’s implementation of Popular’s risk management program and related policies, procedures and controls to measure, limit and manage Popular’s risks, including operational, liquidity,credit, market, interest rate, market,liquidity, operational, technology, cyber and information security, compliance, legal, complianceclimate, reputational, including social, and creditstrategic risks, while taking into consideration their alignment with Popular’s strategic and capital plans. | |
| • Review and approve Popular’s | | | Oversee the Corporation’s activities with respect to capital plans.management, including overseeing the development of the annual capital plan of the Corporation. | |
| • | | | Review and discuss with management Popular’s major financial risk exposures and the steps taken by management to monitor and control such exposures. | |
| • | | | Oversee Popular’s cybersecurity and information security strategy and preparedness. | |
| • | | | Oversee the Corporation’s environmental risks, including risk pertaining to climate change. | |
| • | | | Review and receive reports on selected risk topics as management or the committee may deem appropriate. • After each meeting, report to the full Board regarding its activities.
| |
| | |
| | | |
| | |
| Talent and Compensation Committee | |
| Risk Oversight Responsibilities: | |
| • | | | | |
| | | | | | | | |
12 | 2018 PROXY STATEMENT
| | | | | | | | |
| | | | | | | | |
| | Audit
Committee
| | | | Responsibilities:
• Oversight of accounting and financial reporting principles and policies, internal controls and procedures, and controls over financial reporting.
• Review reports from management, independent auditors, internal auditors, compliance group, legal counsel, regulators and outside experts, as considered appropriate, that include risks Popular faces and Popular’s risk management function.
• Evaluate and approve the annual risk assessment of the Internal Audit Division, which identifies the areas to be included in the annual audit plan.
• After each meeting, report to the full Board regarding its activities.
| | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | Compensation
Committee
| | | | Responsibilities:
• Establish Popular’s executive compensation and other incentive-based compensation programs, taking into account the risks to Popular that such programs may pose.
pose to Popular. | |
| • Periodically evaluate, | | | Evaluate, in consultation with the CRO,Chief Risk Officer, whether the incentives and risks arising from Popular’s compensation plans for all employees are likely to have a material adverse effect on Popular. | |
| • | | | Take such action as the Committee deems necessary to limit any risks identified as a result of the risk-related reviews. | |
| | | | | |
| | |
| Technology Committee | |
| Risk Oversight Responsibilities: | |
| • After each meeting, report | | | Provide oversight with respect to risks related to the full Board regarding its activities.development and implementation of Popular’s technology planning, strategy and initiatives, as well as Popular’s technology functions, operations and needs. | |
| • | | | Assess the risks associated with major technology related transactions, acquisitions, investments and projects. | |
| • | | | Monitor the risks associated with major technology vendor relationships. | |
| | | | | |
CORPORATE GOVERNANCE DIRECTORS AND EXECUTIVE OFFICERS | 17
TABLE OF CONTENTS
Board Diversity, Experience and Skills The following tables summarize certain self-identified demographic characteristics of our directors for the years 2023 and 2024, in accordance with Nasdaq Listing Rules 5605(f) and 5606. Each term used in the table has the meaning given to it in the Nasdaq Listing Rules and related instructions.
Current Year (2024) Board of Directors Diversity Statistics
Prior Year (2023) Board of Directors Diversity Statistics
The Corporate Governance and Nominating Committee does not have a specific diversity policy with respect to the director nomination process. Rather, the committee considers diversity in the broader sense of how a
18 | 2024 POPULAR, INC. PROXY STATEMENT
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candidate’s viewpoints, experience, skills, background, gender, race, ethnicity and other demographics could assist the Board in light of the Board’s composition at the time. The Board believes that each director contributes to the overall diversity by providing a variety of personal and professional experiences and backgrounds. The Board is committed in considering the diversity of its members when evaluating its composition, and strives to ensure diversity of gender, race, ethnicity and other demographics among its members. As shown below, the current directors and nominees reflect a broad diversity of gender, race, ethnicity, background, skills and experiences.
(a)
| On January 17, 2024, Mr. Bacardí informed the Corporate Governance and Nominating Committee of the Board of his decision not to stand for re-election to the Corporation’s Board upon the expiration of his current term, which expires at the Corporation’s 2024 Annual Meeting of Shareholders. |
(b)
| Nominated to be initially elected to the Board of Directors on May 9, 2024. |
CORPORATE GOVERNANCE DIRECTORS AND EXECUTIVE OFFICERS | 19
NOMINATIONTABLE OF DIRECTORS
CONTENTS
The Corporate Governance and Nominating Committee Charter provides that, in nominating candidates, the Committee will take into consideration such factors as it deems appropriate, which may include judgment,
skill,skills, diversity, experience with business and other organizations, the interplay of the candidate’s experience with the experience of the existing Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.
In practice, the Board has determined that for a community-based financial institution such as Popular it is more important to look for candidates with broad management experience than for persons with a specific skill set. Collectively, the members of our Board embody a range of viewpoints, backgrounds and expertise.The Corporate Governance and Nominating Committee will consider candidates for director who are recommended by its members, by other Board members, by management, by shareholders, by contacts in the communities we serve, and by shareholders. third-party search firms. The Corporate Governance and Nominating Committee has the authority to engage a third-party search firm or consultant to identify and provide information on potential candidates for review, based on the criteria described in this section.
There are no
differences in the manner in which the Corporate Governance and Nominating Committee will evaluate nominees for director in the event the nominee is recommended by a shareholder.
Shareholders who wish to submit nominees for director for consideration by the Corporate Governance and Nominating Committee for election at Popular’s 2025 annual meeting of shareholders may do so as set forth under the “General Information About the Meeting—Shareholder Proposals” section of this Proxy Statement.
There were no nominees for director recommended by shareholders for consideration by the Corporate Governance and Nominating Committee for election at the 2018 meeting. Shareholders2024 annual meeting of shareholders.
At this year’s annual meeting, all nominees are currently incumbent directors, except for Mr. Bertil E. Chappuis, who wish to submit nominees for director for considerationwas nominated by the Board of Directors on February 23, 2024, upon recommendation from the Corporate Governance and Nominating CommitteeCommittee.
The Corporation’s Corporate Governance Guidelines provide that directors may serve on the Board until the end of their term following their 74th birthday and may not be initially elected or re-elected after reaching age 74. In December 2023, the Board granted a one-year waiver of the Director Retirement Age in order to renominate Mr. Diercksen, the Board’s Lead Independent Director. This one-year waiver allows Mr. Diercksen to stand for
electionre-election at
Popular’s 2019 annual meetingthe 2024 Annual Meeting of
shareholders may do soShareholders, notwithstanding having reached 74 years of age in 2023. The Board granted and approved this one-year waiver in light of the value of, and contributions made by Mr. Diercksen to the Board, as
set forth under “General Information Aboutwell as the
Meeting—Shareholder Proposals.”leadership, skills and experience that he brings, considering the current composition of the Board.
Under Popular’s Corporate Governance Guidelines, the Board should, based on the recommendations of the Corporate Governance and Nominating Committee, select new nominees for the position of independent director by considering the criteria outlined below:following criteria:
Criteria for Nomination
| ✓ | |
| Criteria For Nomination | |
| | | | Personal qualities and characteristics, accomplishments and reputation in the business community. | |
| ✓ | | | Current knowledge and contacts in the communities in which Popular does business and in Popular’s industry or other industries relevant to Popular’s business. | |
| ✓ | | | Ability and willingness to commit adequate time to Board and committee matters. | |
| ✓ | | | The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of Popular. | |
| ✓ | | | Diversity of viewpoints, background, experience, gender, race, ethnicity and other demographic factors.demographics. | |
| | | | | |
Corporate Responsibility and Sustainability At Popular we are committed to elevating the social and economic well-being of our employees, customers and communities, through our core service offerings and responsible business practices. To fulfill our commitment, we have developed environmental, social and governance (“ESG”) practices that include transparently communicating our journey and progress. To highlight our goals and the progress achieved during 2023 in ESG matters, we expect to publish our 2023 Corporate Sustainability Report during the second quarter of 2024.
To learn more about Popular’s commitment to sustainability, please visit https://www.popular.com/
en/corporate-sustainability/ The information contained in our Corporate Sustainability Report and on our website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.
20 | 2024 POPULAR, INC. PROXY STATEMENT
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| | |
| | |
| Our Board of Directors is actively engaged in the oversight of the Corporation’s
ESG strategy and practices. | |
| | |
| The Board of Directors oversees the Corporation’s general ESG activities, priorities and strategies. To ensure the pursuit of the Corporation’s ESG objectives and goals, the Board has delegated direct oversight responsibility for ESG-related matters to three of its committees.
| |
| CORPORATE GOVERNANCE AND NOMINATING COMMITTEE | | | • | | | Oversees Popular’s strategy, initiatives, practices and policies related to ESG matters in consultation and coordination with other committees of the Board. | |
| • | | | Receives reports and advises management on ESG matters, including but not limited to environmental sustainability, community and social impact activities, charitable contributions, philanthropy and other public policy and responsibility matters, that may impact the Corporation, its shareholders, employees, customers and the communities in which it operates. | |
| • | | | Approves any political contribution to be made by or on behalf of the Corporation. | |
| • | | | Reviews and oversees the Corporation’s reporting with respect to ESG matters. | |
| | |
| RISK MANAGEMENT COMMITTEE | | | • | | | Oversees Popular’s risk management with respect to credit, market, interest rate, liquidity, operational, technology, cyber and information security, compliance, legal, climate, reputational, including social, and strategic risks. | |
| | | | • | | | Oversees the Corporation’s information security program and risk management with respect to cybersecurity. | |
| | | | • | | | Oversees the Corporation’s risk management with respect to environmental risks, including but not limited to, risks pertaining to climate change.
| |
| | |
| TALENT AND COMPENSATION COMMITTEE | | | • | | | Reviews and advises management regarding the Corporation’s human capital strategies, practices, and initiatives, including ESG matters related to culture, talent acquisition and development, workforce engagement, and diversity, equity and inclusion. | |
| | |
| | |
| ESG STEERING COMMITTEE | | | • | | | Establishes and defines Popular’s ESG efforts and work plan. | |
| • | | | Oversees the development, management and implementation of the Corporation’s ESG efforts, including, but not limited to the standards, strategies, policies and guidelines that address ESG matters. | |
| • | | | Provides feedback and guidance on the execution and implementation of Popular’s ESG work plan. | |
| • | | | Assesses and approves the ESG related standards used in the evaluation of commercial loan applications in accordance with the applicable Commercial Credit Policy of BPPR and Popular Bank. | |
| • | | | Reviews and approves Popular’s ESG communications, disclosures and reporting plans.
| |
| | |
| | |
| | |
2018 PROXY STATEMENT
CORPORATE GOVERNANCE DIRECTORS AND EXECUTIVE OFFICERS | 1321
BOARD DIVERSITY
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The Corporate Governance and Nominating Committee does not have a specific diversity policy with respect to the director nomination process. Rather, the Committee considers diversity in the broader sense of how a candidate’s viewpoints, experience, skills, background and other demographics could assist the Board in light of the Board’s composition at the time. The Board believes that each director contributes to the
overall diversity by providing a variety of personal and professional experiences and backgrounds. The Board believes that, as shown below, the current directors and nominees reflect an appropriate diversity of gender, age, race, geographical background and experience and are committed to considering diversity issues in evaluating the composition of the Board.
DIRECTORS’ EXPERIENCE AND SKILLS
The main skills and experience of our director nominees are presented below:
| | | | | | | | | | | | |
Global Business
Experience
| | |
| | |
| | |
| Mitigate the impacts of climate change and strive for a more sustainable and resilient future. | |
|
| | Senior Management
and Leadership
Experience
| • | | | As part of our goal to minimize the environmental impact of our operations, 62 of our branches and 5 of our corporate buildings have been equipped with photovoltaic systems. | |
| • | | Business Operation
Experience
| Integrated Climate Risk considerations as part of the Corporation’s Risk Management Policy. | |
| • | | | Strengthened our Climate Risk governance, creating a Climate Risk Unit within the Financial and Operational Risk Management Division and established a cross-functional Climate Risk working group to operationalize climate risk management efforts. | |
| • | | Financial, Investment
| Continued to work to develop our climate risk framework, concentrating efforts on gathering and M&Aorganizing the data for physical and transition risk analysis, and emissions calculations. | |
| • | | | Held virtual and in-person training sessions with client-facing and key support functions personnel to continue strengthening foundational knowledge on assessing and documenting environmental and social risks in our commercial lending process.
| |
| | |
| | |
| | |
| Improve the social and economic well-being of our employees, customers, and communities while prioritizing diversity, equity, and inclusion in all aspects of our business. | |
|
| | | Human Capital | |
| • | | | Increased the base salary for our employees in Puerto Rico and the Virgin Islands. | |
| Diversity, Equity and Inclusion | |
| • | | | Expanded the Pride ERG to the U.S., and created the Black/African American ERG and the Power of Women ERG in Popular Bank. | |
| Financial Inclusion | |
| • | | | Popular financed several affordable housing projects in Puerto Rico supporting the creation of 535 new housing units. | |
| • | | | Started offering a hurricane parametric microinsurance product, enhancing access to insurance and supporting the resiliency of vulnerable communities. | |
Audit and Risk
Oversight Experience
| • | | | Created a secured personal loan product to help victims of gender violence to build credit. The pilot program supported women referred by a non-partner organization and included a financial education component to promote financial inclusion and independence. | |
| Community Investments | |
| • | | Financial Expertise/
Literacy
| Our community investments in 2023 totaled approximately $12 million including corporate donations, programs to promote financial inclusion and entrepreneurship, as well as philanthropic contributions through our corporate foundations in Puerto Rico and the mainland U.S.
| |
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22 | 2024 POPULAR, INC. PROXY STATEMENT
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| | Marketing
|
| | |
| | |
| | |
| Employ governance best practices and MediaCommunications manage risk across the organization. | |
|
| | | • | | Telecommunications
| Board of Directors composed of a majority of independent directors. | |
| • | | | Declassification of the Board was completed during 2023. | |
| • | | | 76.9% of the Board is ethnically diverse. | |
| • | | | 30.8% of the Board is composed of women. | |
| • | | | Published Popular’s Human Rights Position Statement. | |
| • | | | Popular continued to enhance customer education campaigns on fraud and security awareness. Enrolled over 1.1 million Mi Banco customers in the two-step identity verification tool, representing 99% of the Mi Banco active customers.
| |
| | |
| | |
| | |
Technology Systems
Experience
| | | | Public Company
Governance
Experience
| | | | Distribution and Sales
| | | | Knowledge and
Understanding of
Popular’s Main
Markets
|
80% are female or ethnically diverse 1 is African-American 6 are Hispanic 1 is Asian 2 are women Tenure Years of Service 0-5 6-10 11-15 >15 Average tenure: 9.5 yrs. Independence 80% Independent (all directors are independent except the Executive Chairman and the CEO and President) Age Retirement Age: 72 Average Age: 57 0 2 4 6 46-50 51-55 56-60 61-65 66-70
14 | 2018 PROXY STATEMENT
SUCCESSION PLANNING
Popular’s Board recognizes that one of its most important duties is to ensure senior leadership continuity by overseeing the development of executive talent and planning for the efficient succession of the CEO and other executive officers. The Board has delegated primary responsibility for succession planning to the Compensation Committee. The Compensation Committee reviews annually a management succession plan, developed by the CEO, and reports annually to the Board on the management succession plan. The principal components of this plan are: (1) a proposed plan for emergency CEO succession, (2) a proposed
plan for CEO succession in the ordinary course of business, and (3) the CEO’s plan for management succession for the other policy-making officers of Popular. The succession plan includes an assessment of the experience, performance, skills and planned career paths for possible candidates within the senior management team. Development initiatives supporting the succession plan include job enhancements and rotations, the Popular Leadership Academy, specialized external trainings and competency assessments.
CODE OF ETHICS
The Board has adopted a Code of Ethics to be followed by Popular’s employees, officers (including the Executive Chairman, President and CEO, CFO and Corporate Comptroller) and directors to achieve conduct that reflects our ethical principles. Directors, NEOs, executive officers and employees are required to read and complyCommunication with the Code. Popular requires that all new employees take Code training shortly after their start date and also provides periodic Code training to all employees. All employees must certify annually that they have read the Code and complete a declaration on possible conflicts of interest. In addition, other persons performing services for Popular by contract or other agreement may be subject to the Code of Ethics for Service Providers.
The Code provides that any waivers for NEOs, executive officers or directors may be made only by the independent members of the Board and must be promptly disclosed to the shareholders. During 2017,
Popular did not receive nor grant any request from directors, NEOs or executive officers for waivers under the provisions of the Code. The Code was last revised on September 27, 2017 and is available on the Corporate Governance section of Popular’s website at www.popular.com/en/investor-relations/. Popular will post on its website any amendments to the Code and any waivers to the Executive Chairman, President and CEO, the CFO, the Corporate Comptroller or directors.
Popular expects employees to report behavior that concerns them or that may represent a violation of the Code. Popular offers several channels by which employees may raise an issue or concern, including any actual or potential violations of the Code. One such method is EthicsPoint, a website and telephone hotline that is available 24/7. EthicsPoint reports can be submitted anonymously.
COMMUNICATION WITH THE BOARD
Any shareholder who desires to contact the Board or any of its members may do so by writing to:
| | | | | |
| Popular, Inc., Board of Directors (751),
P.O. Box 362708, San Juan, PR 00936-2708 | | | Alternatively, a shareholder may contact the Audit Committee or any of its members telephonically by calling the toll-free number (866) 737-6813 or electronically through www.popular.com/ethicspoint-en.ethicspoint-en. | |
| | | | | |
Popular’s CLO andCorporate Secretary reviews all correspondence addressed to the Board or any of its members and provides the Board with copies of all communications that deal with the functions of the Board or its committees, or that otherwise require Board attention. Communications received by the Audit Committee that are not related to accounting or auditing matters may, in its discretion, be forwarded by the Audit Committee or any of its members to other committees of the Board or to Popular’s management for review.
2018 PROXY STATEMENT | 15