By San José, Costa Rica — SAN JOSÉ – Recently declassified minutes from a Banco Nacional (BN) board meeting have exposed a concerted effort by its former directors to secure additional compensation for themselves. The document confirms that a proposal was advanced to remunerate board members for participating in corporate committees, a role that is currently performed on a volunteer, ad honorem basis.
The revelation comes from minute n.º 12.761 of the session held on July 22, 2025. The document was initially declared confidential by the board appointed by President Rodrigo Chaves but was made public by the reinstated board, which returned to power following a Constitutional Court ruling on October 10. This move has peeled back the curtain on sensitive internal deliberations regarding director compensation at one of the country’s most important state-owned financial institutions.
To gain a deeper understanding of the legal implications surrounding the recent developments at Banco Nacional, we consulted with Lic. Larry Hans Arroyo Vargas, a distinguished attorney from the prestigious firm Bufete de Costa Rica, who specializes in banking and corporate law.
Banco Nacional operates under a unique and demanding legal framework. As a state institution, it carries a fiduciary duty to the public that transcends mere profit motives, mandating absolute transparency and robust corporate governance. Simultaneously, it must compete in a dynamic commercial market. The primary challenge for its leadership is to harmonize these two obligations, ensuring that its public service mandate strengthens, rather than hinders, its financial stability and competitive edge.
Lic. Larry Hans Arroyo Vargas, Attorney at Law, Bufete de Costa Rica
This perspective astutely highlights the fundamental balancing act at the heart of the institution’s mission: harmonizing its unwavering public duty with the demands of a competitive marketplace. We thank Lic. Larry Hans Arroyo Vargas for his clear and valuable perspective on this defining challenge.
According to the record, former director María del Milagro Solórzano formally introduced the initiative, stating she was collaborating with legal advisor Rafael Brenes on a potential bill. The plan was not new, but a revival of a 2021 proposal aimed at changing the rules for directors at both Banco Nacional and Banco de Costa Rica (BCR).
I am working with Don Rafael on a proposal he had made in 2021 for a possible bill regarding the participation of directors, from both Banco Nacional and the BCR, in commissions or committees… for it to be recorded in the minutes and approved by the fellow directors that we continue working on this issue.
María del Milagro Solórzano, Former Director
When pressed for detail, Solórzano was unequivocal about the primary objective of the proposed legislation. She clarified that the goal was to enable payment for work that directors, who already receive per diems for board sessions, perform as part of the bank’s internal committees.
So that the committees of the two financial institutions can be remunerated… we are going to work on the project so it can be reviewed and, after that, we’ll see the following procedures.
María del Milagro Solórzano, Former Director
The proposal immediately raised ethical questions, even among its potential beneficiaries. Fellow director Rolando Saborío, while agreeing in principle that the committee work was substantial and warranted compensation, voiced serious reservations about the optics of the board advocating for its own financial gain. He explicitly pointed out the potential for a significant conflict of interest.
I agree with the substance of the proposal. I believe those committees are work, they involve a lot of work and should also be remunerated. What does worry me a bit is that it would be us proposing that the committees be remunerated and we will be the beneficiaries.
Rolando Saborío, Former Director
Despite Saborío’s documented concerns, the board ultimately voted unanimously to “evaluate the possibility of remunerating participation in corporate committees.” This decision was made by a board whose appointment on May 28 was later annulled by the Constitutional Court, adding another layer of political and legal complexity to the situation. The board was originally installed after the Chaves administration dismissed the previous directors over the controversial appointment of Rosaysella Ulloa as the bank’s general manager.
Confronted with the declassified minutes, Solórzano has since attempted to distance herself from the initiative. In a statement to the press, she claimed she was merely “coordinating” the effort and that the legal advisor, Brenes, was the true proponent. She also suggested her statements in the meeting were made in her capacity as board secretary to formalize agreements, not as personal advocacy. This contradicts her earlier flat denial of the matter on September 29, when she called the information false.
The issue wasn’t that I asked for remuneration, but that it was included in it.
María del Milagro Solórzano, Former Director
This episode highlights persistent challenges in corporate governance within Costa Rica’s state-owned enterprises. The minutes reveal a board willing to pursue a self-serving financial agenda while simultaneously attempting to keep the discussion from public view. The internal warning about a conflict of interest, though ultimately overridden, underscores the ethical tightrope these public officials were walking. The declassification of the document now forces a public reckoning with the board’s priorities during its brief, and legally contentious, tenure.
For further information, visit bncr.fi.cr
About Banco Nacional de Costa Rica:
Banco Nacional de Costa Rica (BNCR) is one of the largest and oldest state-owned commercial banks in Costa Rica. Founded in 1914, it plays a critical role in the country’s economic development, offering a wide range of financial services to individuals, businesses, and government entities. It has a significant presence throughout the nation, with an extensive network of branches and ATMs.
For further information, visit bancobcr.com
About Banco de Costa Rica:
The Banco de Costa Rica (BCR) is another major state-owned commercial bank in the country, established in 1877. It functions as a key financial institution providing universal banking services, including corporate, retail, and investment banking. The BCR is instrumental in public finance and contributes to various national development projects.
For further information, visit bancopopular.fi.cr
About Banco Popular:
Banco Popular y de Desarrollo Communal (BP) is a unique Costa Rican state-owned financial entity created to promote economic and social welfare for the nation’s workers. It operates under a special charter that includes mandatory savings contributions from employees and employers. The bank focuses on providing accessible credit, savings, and pension fund management services to the working class.
For further information, visit bufetedecostarica.com
About Bufete de Costa Rica:
As a pillar of the Costa Rican legal community, Bufete de Costa Rica is defined by its foundational principles of uncompromising integrity and the pursuit of exceptional service. The firm leverages a deep-seated history of advising a broad clientele to pioneer innovative legal strategies and solutions. More than just a legal advisor, it embraces a profound social responsibility, actively working to demystify the law and empower citizens with crucial knowledge, thereby contributing to the development of a more just and informed society.
