ANNUAL REPORT 2010

It should be noted that Mercantil Commercebank, N.A. subsidiary has had a Compliance Unit
for many years now.
Another very significant aspect of corporate governance is the dividend policy which gives
shareholders greater assurance of dividends being declared and paid. In line with this policy,
all proposals to declare dividends must be made in accordance with the Law and the Bylaws
on the matter, heeding the rules on compliance with the regulatory equity ratios applicable,
and the Company’s investment and development plans. A Board of Directors meeting is
normally held each February. It reviews the dividend proposal that will be submitted to the
first General Shareholders’ Meeting held in the first quarter of the year, for consideration and
once approved by the Board, a press release is published. Notwithstanding, the Board of
Directors may at any time consider any dividend proposal it deems to be in order. In 2010 an
ordinary cash dividend was declared and paid in two portions and an extraordinary cash
dividend was paid in a single portion.
All Mercantil’s activities are carried out according to the strictest ethical and professional
principles. Both Mercantil and its subsidiaries have a Code of Ethics which encompasses a
series of ethical principles and values that guide the Company in its decision making and its
activities. This Code covers fundamental duties such as probity, loyalty, efficiency, cofraternity,
honesty, sincerity, dignity and law abidance.
It also establishes standards aimed at regulating treatment in the event of conflicts of interest
and complements the provisions of the Bylaws in this area. These Bylaws stipulate how such
situations should be handled and ban Board Members from taking part in discussions on any
matters in which they, or their partners in civil or mercantile companies have a personal
interest, requiring that directors remain outside the meeting room until a final decision is
reached.
Mercantil’s governance structure is comprised by the Shareholders’ Meeting, followed by the
Board of Directors, with its Audit, Risk and Compensation Committees, the Executive
Committee, the President and Executive President, the Internal Auditor and the Compliance
Officer.
Annual Report 2010
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