Santander Investors Were Less Happy to Re-Elect Carnegie-Brown

(Bloomberg) -- Banco Santander SA’s shareholders backed the re-election of Vice Chairman Bruce Carnegie-Brown at their annual general meeting earlier this month with less enthusiasm than they showed for other directors.

Carnegie-Brown won 78 percent support from shareholders at the AGM on April 12, according to voting data published on the bank’s website. That’s less than that received by other board members up for re-election including Chief Executive Officer Jose Antonio Alvarez, Belen Romana and Ramiro Mato, who all received more than 95 percent support.

Ahead of the meeting, proxy adviser ISS Governance had recommended shareholders vote against the re-election of Carnegie-Brown, a member of the board since 2015 and a former JPMorgan Chase & Co. banker.

As lead independent director and head of the appointments and remunerations committee, he should have been held to account over the “flawed” process of hiring UBS Group AG banker Andrea Orcel as CEO, ISS Governance said. Santander had blamed higher-than-expected signing-on costs for abruptly canceling Orcel’s contract when it announced in January that it had dropped plans to hire him.

Carnegie-Brown said at the shareholders’ meeting that the process for hiring Orcel had been rigorous and that the difficult decision to cancel his appointment had shown the strength of Santander’s corporate governance.

A spokeswoman for Santander declined to comment when contacted by phone Monday.

To contact the reporter on this story: Charles Penty in Madrid at cpenty@bloomberg.net

To contact the editors responsible for this story: Vidya Root at vroot@bloomberg.net, Todd White

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