CORPORATE GOVERNANCE

Good governance and transparency are essential for CaixaBank to safeguard the interests and retain the trust of all stakeholders. One of CaixaBank’s priorities, as set out in its 2015-2018 Strategic Plan, is to be a benchmark in good corporate governance.

The bank’s management and control is the responsibility of the Annual General Meeting, the Board of Directors and its Committees. The Chief Executive Officer is tasked with the bank‘s day-to-day management and ordinary decisions, and is ultimately accountable to the Board and the Executive Committee.

CaixaBank control and management structure
Annual General Meeting
Board of Directors
Executive
Committee
Audit and
Control Committee
Risk
Committee
Appointments
Committee
Remuneration
Committee

Business ethics

Everyone that forms part of CaixaBank must act according to the Code of Business Conduct and Ethics, the Anti-Corruption Policy and other internal rules of conduct regarding specific areas.

There is a whistle-blowing channel to facilitate compliance with such rules. In the case of customers or other stakeholders, such matters will be handled through the normal customer service channels. CaixaBank also adheres to international corporate responsibility standards, such as the United Nations Global Compact.

BEST GOVERNANCE PRACTICES

One share, one vote.

Separation of duties between Chairman and Chief Executive Officer.

Protection for minority shareholders and incentives to encourage them to get involved with CaixaBank, such as through the Shareholder Advisory Committee.

Female representation on the Board is in the upper range of the Ibex 35.

BOARD OF DIRECTORS

Directors at 31 December 2015*
Isidro
Fainé Casas
Chairman Proprietary
Antonio
Massanell Lavilla
Deputy Chairman Executive
Gonzalo
Gortázar Rotaeche
Chief Executive Officer Executive
Juan
Rosell Lastortras
Independent
Eva
Aurín Pardo
Proprietary
Maria Teresa
Bassons Boncompte
Proprietary
María Amparo
Moraleda Martínez
Independent
John S.
Reed
Independent
Salvador
Gabarró Serra
Proprietary
Juan
Franco Pueyo
Representative of the Caja Navarra Banking Foundation Proprietary
Antonio
Sáinz de Vicuña y Barroso
Independent
Xavier
Vives Torrents
Independent
Alain
Minc
Independent
Maria Dolors
Llobet Maria
Proprietary
Juan-José
López Burniol
Proprietary
Guillermo
Sierra Molina
Representative of the Cajasol Foundation Proprietary
Javier
Ibarz Alegría
Proprietary
Alejandro
García-Bragado Dalmau
Secretary (non-director)
Óscar
Calderón de Oya
First Deputy Secretary (non-director)
Adolfo
Feijóo Rey
Second Deputy Secretary (non-director)

* On 25 February 2016, the Board of Directors approved the co-optation appointment of María Verónica Fisas Vergés as an independent director until the 2016 Annual General Meeting.

Profile of CaixaBank‘s directors
As a percentage

Diversity on the Board
of Directors
76.5
men
23.5
women
Term of office*
29.4
(0-3 years)
35.3
(3-6 years)
23.5
(6-9 years)
11.8
(+9 years)
Term of office for independent
directors*
33.0
(0-2 years)
17.0
(2-5 years)
17.0
(5-7 years)
33.0
(+8 years)

* Uninterrupted, and at 2015 year end.

Best good governance practices

CaixaBank complies with good governance regulations applicable to credit institutions and listed companies and, voluntarily, with the majority of the recommendations laid out under the Good Governance Code approved on 18 February 2015. The bank thus remains committed to being a standard-bearer of corporate governance and being transparent on all matters in which such recommendations have not been fully met.

Of these 64 recommendations, CaixaBank fully complies with 56 and partially complies with 4 of them, namely:

  • Recommendation 10, given that the rules for voting on a possible draft resolution at the Annual General Meeting (AGM) submitted by shareholders are not the same as for proposals submitted by the Board.
  • Recommendation 27, because proxies for voting at Board meetings, when applicable, are granted without specific instructions as it is considered best practice.
  • Recommendation 31, because CaixaBank does not differentiate between Board members when establishing requirements to include a new proposal on the agenda for its meetings.
  • Recommendation 36, given that the self-assessment of the Board does not individually evaluate the performance of each director.

In addition, two other recommendations are explained: Recommendation 13, because the Board has a larger number of members than suggested, given its history and particular characteristics as well as the regulations applicable thereto; and Recommendation 62, because the shares delivered to executive directors as part of their annual bonus are subject to a 12-month lock-up period, but no further requirements after this period. Lastly, two of the recommendations are not applicable, given that in the CaixaBank Group only the bank itself has listed shares and there is no Lead Director at CaixaBank.

For more information on the level of compliance with good corporate governance recommendations, please consult CaixaBank‘s Annual Corporate Governance Report, available on the company‘s website

MANAGEMENT COMMITTEE

At 31 December 2015*
Gonzalo
Gortázar Rotaeche
Chief Executive Officer

General Managers

Tomás
Muniesa Arantegui
Chief Insurance and Asset Management Officer
Juan Antonio
Alcaraz García
Chief Business Officer
Pablo
Forero Calderón
Chief Risks Officer
Xavier
Coll Escursell
Chief Human Resources and Organisation Officer

Deputy General Managers

Joaquín
Vilar Barrabeig
Head of Audit

Executive Managers

Javier
Pano Riera
Head of Finance
Jordi
Fontanals Curiel
Head of Resources
Jorge
Mondéjar López
Head of Financial Accounting, Control and Capital
María Victoria
Matía Agell
Head of International Banking
Óscar
Calderón de Oya
General Secretary

* Starting in 2016, the Corporate Manager of Communication, Institutional Relations, Brand and CSR, Maria Lluïsa Martínez Gistau, attends as a guest.