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.

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.

BOARD OF DIRECTORS

Directors at 31 December 2015*

* 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.