Corporate Governance Structure
Management and Administration of the Company
At CaixaBank, the management and control functions in the Company are distributed among the Annual General Meeting, the Board of Directors, and its committees:
BOARD OF DIRECTORS
Appointments and Sustainability Committee
Innovation, Technology and Digital Transformation Committee
Audit and Control Committee
MANAGEMENT BODIES
CEO AND MANAGEMENT COMMITTEE
In addition to what is explained in the previous section on the re-election of three directors and the appointment of a new director, as well as various changes to the Committees and the change of the Lead Independent Director (which took effect after the 2023 AGM), it should be noted that the Board of Directors had established an improvement plan for the 2023 financial year, the result of the evaluation exercise carried out in 2022 with the assistance and collaboration of Korn Ferry, as external advisor, relating to the functioning of the Board itself and its Committees, as well as time distribution issues to increase attention to the monitoring of significant investments and also to the governance of the CaixaBank Group's most relevant subsidiaries and, in order to keep Board members permanently updated, to carry out training actions. In this regard, and in relation to these opportunities for improvement, during the 2023 financial year, the established objectives were met once again and solid progress was made on the path to excellence in Corporate Governance, consolidating the strengths of transparent, efficient and coherent governance aligned with the objectives of the company's Strategic Plan.
Firstly, as regards the functioning of the Board of Directors and the Board Committees, in view of the favourable progress achieved in recent years, the company considers it important to maintain and consolidate the excellent standard achieved with regard to the dynamics of meetings, in terms of their duration and the distribution of time according to the subject matter of the various items on the agenda.
The right balance between operational and strategic issues for good monitoring of investments and key subsidiaries.
In this regard, efforts have been made to increase and consolidate the levels of technical rigour and anticipation of the information and documentation provided to the Board members, in addition to introducing improvements in IT tools at the service of the Board members. On the other hand, and with regard to the frequency, duration, distribution of time and dynamics followed in Board meetings, the company has consolidated the practices of promoting debate, frequency and dynamics of programming and attendance at Board meetings and its Committees.
Secondly, as regards aspects related to the composition of the Board and its Committees, as indicated above, the Board agreed to appoint a new independent director and the Lead independent director has thus changed. With regard to the Board Committees, it was considered advisable to strengthen the composition of the Innovation, Technology and Digital Transformation Committee, and therefore it was agreed on 31 March 2023 to amend the Board Regulations to increase the maximum number of members of this Committee from six (6) to seven (7), in order to adequately address the workload and carry out the functions envisaged.
In terms of succession planning, a greater level of transparency has been provided on the process for establishing the Chairman and CEO Succession Plan, as well as greater detail regarding the process, candidate “pool” and opportunities for exposure and visibility in relation to the Succession Plan of the members of the Management Committee.
Likewise, it has been consolidated as a good governance practice to establish at the beginning of the financial year the calendar and planning of the meetings of the different governing bodies and to monitor the annual planning, the monitoring of mandates and requests for information, as well as the monitoring of agreements and decisions adopted by the governing bodies. On the other hand, and in order to strengthen and enhance the knowledge of the Board of Directors as a whole, as well as the specific knowledge of the Committees, a training plan has been developed throughout the year dedicated to the analysis of various topics such as different business areas, economic-financial information, sustainability, digital currencies and digital euro, relevant aspects of regulation, innovation and cybersecurity, among others. In addition, Directors receive up-to-date information on economic and financial developments on a recurring basis.
Finally, in line with best corporate governance practices, two meetings of the Lead Independent Director were held without the presence of the executive directors.
In 2023, a self-assessment exercise has been carried out internally as in the previous year, with the Board assisted by Korn Ferry's external consultant.
After carrying out this self-assessment exercise and examining the results obtained and its conclusions, also taking into account the activity reports of the Board Committees (the reports of all the Committees are published for the first time on the corporate website, as an exercise of greater transparency and good practice in the entity's corporate governance), the Board has concluded that, in general terms, its functioning and composition have been adequate for the exercise and performance of its functions, in particular for the correct management of the company that the governing body has carried out.
In short, the Board has favourably assessed the quality and efficiency of its functioning and that of its Committees during the 2023 financial year.
Likewise, in order to continue improving the quality and efficiency of the functioning of the Board and its Committees, it has been agreed to address and implement some specific recommendations during the 2024 financial year.
As regards the functioning of the Board, improvements will continue to be made not only in the IT tools and resources available, but also in the anticipation of documentation as well as in the presentation of issues, such as the provision of executive summaries, with the aim of being able to devote as much time as possible at Board meetings to discussion and decision-making. Similarly, it was agreed to increase attention to the monitoring of significant investments, as well as to deepen the monitoring of the Information Systems Strategic Plan in order to give greater support to the Innovation, Technology and Digital Transformation Committee. Likewise, in order to keep the Board permanently updated, it was agreed to continue to carry out training activities for Board members during the year on various subjects, such as geostrategy.
Finally, with regard to Board committees, the aim is to continue to improve performance of their important functions of assisting the Board, improving the knowledge of members, especially in those committees of a more technical nature.
Key indicators at 2023 year-end
Board of Directors indicators
Board of Directors at end of 2023 - Members of the Board of Directors of Caixabank
20 % Proprietary directors
80 % Non-proprietary directors
13 % Criteria-FB "La Caixa"
7 % BFA-FROB
13 % Executive Directors
7 % Other external directors
60 % Independent Directors
Directors in each category, as at 31 december
60%
Independent directors
20%
Proprietary directors
7%
Other External Director
In the last few years, the presence of independent directors (see graphic) and the gender diversity of the Board has progressively increased, and the target set in Recommendation 15 of the GCBG of having at least 40% female directors on the Board has been reached ahead of schedule as of the AGM in May 2020: (C.1.4):
Evolution of Independence
80%
60%
40%
20%
0%
44% 43% 60% 60% 60%
Performance in gender diversity
|
Number of women Directors |
% of total Directors of each category |
|
Financial year 2023 |
Financial year 2022 |
Financial year 2021 |
Financial year 2020 |
Financial year 2023 |
Financial year 2022 |
Financial year 2021 |
Financial year 2020 |
| Executive |
- |
- |
- |
- |
0,00 |
0,00 |
0,00 |
0,00 |
| Proprietary |
1 |
1 |
1 |
2 |
33,33 |
33,33 |
33,33 |
28,57 |
| Independent |
5 |
5 |
5 |
4 |
55,55 |
55,55 |
55,55 |
66,67 |
| Other external |
- |
- |
- |
- |
0,00 |
0,00 |
0,00 |
0,00 |
| Total |
6 |
6 |
6 |
6 |
40,00 |
40,00 |
40,00 |
42,86 |
Board meetings
CaixaBank's Board of Directors met 14 times in 2023
14number of meetings
of the Board.
Nota: Adicionalmente el Consejo tomó acuerdos en el mes de septiembe, por escrito y sin sesión.
12number of meetings
of the Remuneration Committee.
2number of meetings
of the Lead Independent Director held without the attendance of the executive directors.
14number of meetings
of the Risk Committee.
14number of meetings
of the Audit and Control Committee.
22number of meetings
of the Executive Committee.
5number of meetings
of the Innovation, Technology and Digital Transformation Committee.
14number of meetings
attended in person by at least 80% of directors.
12number of meetings
of the Appointments and Sustainability Committee.
98.56% attendance
in-person in terms of the total votes during the year.
98.56% of votes cast
at in situ meetings or with representations made with specific instructions out of all votes cast during the year.
11number of meetings
with in-person attendance, or proxies with specific instructions, of all the directors.
Note: During 2023, no Board meetings were held without the Chairman's attendance.
Individual attendance of directors at Board meetings during 2023 (*)
> ATTENDANCE AND DEDICATION AT MEETINGS OF THE BOARD AND ITS COMMITTEES
|
|
Fees and commissions |
|
|
Board |
Executive Committee |
Audit and Control Committee |
Appointments and Sustainability Committee |
Remuneration Committee |
Risks Committee |
Innovation, Technology and Digital Transformation Committee |
|
| Average attendance |
99 % |
95 % |
98 % |
92 % |
100 % |
99 % |
100 % |
|
| Individual attendance |
|
|
|
|
|
|
|
Average individual attendance |
| José Ignacio Goirigolzarri |
14/14 |
22/22 |
|
|
|
|
5/5 |
100 % |
| Tomás Muniesa |
14/14 |
22/22 |
|
|
|
14/14 |
|
100 % |
| Gonzalo Gortázar |
14/14 |
21/22 |
|
|
|
|
5/5 |
98 % |
| Joaquín Ayuso |
14/14 |
|
|
|
12/12 |
14/14 |
|
100 % |
| Francisco Javier Campo (A) |
14/14 |
|
13/12 |
10/12 |
|
|
4/4 |
93 % |
| Eva Castillo(B) |
13/14 |
17/22 |
|
|
7/7 |
|
5/5 |
88 % |
| Fernando María Ulrich |
14/14 |
|
|
11/12 |
|
13/14 |
|
95 % |
| María Verónica Fisas(C) |
14/14 |
6/6 |
|
|
|
14/14 |
|
100 % |
| Cristina Garmendia |
14/14 |
|
14/14 |
|
12/12 |
|
5/5 |
100 % |
| John S. Reed(D) |
4/4 |
|
|
4/4 |
|
|
|
100 % |
| Peter Löscher(E) |
8/8 |
|
|
6/7 |
|
|
3/3 |
94 % |
| María Amparo Moraleda(F) |
13/14 |
21/22 |
|
11/12 |
5/5 |
|
5/5 |
95 % |
| Eduardo Javier Sanchiz(G) |
13/14 |
15/16 |
13/14 |
12/12 |
|
4/4 |
|
95 % |
| Teresa Santero |
14/14 |
|
14/14 |
|
|
|
|
100 % |
| José Serna |
14/14 |
|
14/14 |
|
12/12 |
|
|
100 % |
| Koro Usarraga(H) |
14/14 |
22/22 |
4/4 |
|
7/7 |
14/14 |
|
100 % |
A Francisco Javier Campo was appointed a member of the Innovation, Technology and Digital Transformation Committee on 31/03/2023
B Eva Castillo was appointed member and chair of the Remuneration Committee on 31/03/2023
C María Verónica Fisas was a member of the Executive Committee until 31/03/2023.
D John S. Reed resigned as a member of the Board of Directors effective 31/03/2023
E Peter Löscher was appointed a member of the Board of Directors and a member of the Nomination and Sustainability Committee and the Innovation, Technology and Digital Transformation Committee on 31/03/2023.
F María Amparo Moraleda was a member of the Remuneration Committee until 31/03/2023
G Eduardo Javier Sanchiz was appointed a member of the Executive Committee on 31/03/2023, and was a member of the Risk Committee until 31/03/2023
H Koro Usarraga was a member of the Audit and Control Committee until 31/03/2023 and was appointed member of the Remuneration Committee on 31/03/2023.
Distribution of the education of members of the Board of Directors
Law Economics, business Mathematics, physics, engineering, other science degrees Other university degrees
4 0 13 4
Distribution of the experience of members of the Board of Directors
12 Other(USA,Latin America)
6 In Banking / financial sector
10 Other sectors
15 Credit institutions
11 Financial markets (other)
3 Academicand research sector
6 Public Service/Relations with Regulators
15 Corporate governance (including membership on governing bodies)
12 Audit
12 Risk management/compliance
5 Innovation and Technology
3 Environment, Climate Change
14 Spain
9 Portugal
10 Rest of Europe
(including European institutions)
Caixabank Board of Directors competencies 2023
|
|
José Ignacio Goirigolzarri |
Tomás Muniesa |
Gonzalo Gortázar |
Eduardo Javier Sanchiz |
Joaquín Ayuso |
Francisco Javier Campo |
Eva Castillo |
Fernando María Ulrich |
María Verónica Fisas |
Cristina Garmendia |
María Amparo Moraleda |
Peter Löscher |
Teresa Santero |
José Serna |
Koro Usarraga |
|
| Position and category |
|
Executive Chairman |
Proprietary Deputy Chairman |
CEO |
Lead Independent Director |
Independent |
Independent |
Independent |
Other External |
Independent |
Independent |
Independent |
Independent |
Propietary |
Propietary |
Independent |
|
| Training |
Law |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Business studies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mathematics, physics, engineering, other science degrees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other university degrees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Senior management experience (Senior management board or senior management) |
In Banking/Financial Sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other sectors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Experience in the financial sector |
Credit institutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial markets (other) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other experience |
Academic and research sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Public Service/Relations with Regulators |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate governance (including membership of governing bodies) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Audit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Risk management/compliance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Innovation and Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Environment, Climate Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| International experience |
Spain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portugal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rest of Europe (including European institutions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other (USA, Latin America) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diversity of gender, geographical origin, age |
Gender diversity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nationality |
ES |
ES |
ES |
ES |
ES |
ES |
ES |
PT |
ES |
ES |
ES |
AT |
ES |
ES |
ES |
|
| Age |
69 |
71 |
58 |
67 |
68 |
68 |
61 |
71 |
59 |
61 |
59 |
66 |
64 |
81 |
66 |
|
Details of the Company's directors
|
José Ignacio Goirigolzarri |
Tomás Muniesa |
Gonzalo Gortázar1 |
Eduardo Javier Sanchiz |
Joaquín Ayuso |
Francisco Javier Campo |
Eva Castillo |
Fernando María Ulrich |
María Verónica Fisas |
Cristina Garmendia |
Peter Löscher |
M. Amparo Moraleda |
Teresa Santero |
José Serna |
Koro Usarraga |
| Director category |
Executive |
Proprietary |
Executive |
Independent |
Independent |
Independent |
Independent |
Other External2 |
Independent |
Independent |
Independent |
Independent |
Proprietary |
Proprietary |
Independent |
| Position on the Board |
Chairman |
Deputy Chairman |
CEO |
Lead independent director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
| Date of first appointment |
03/12/2020 |
01/01/2018 |
30/06/2014 |
21/09/2017 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
25/02/2016 |
05/04/2019 |
31/03/2023 |
24/04/2014 |
03/12/2020 |
30/06/2016 |
14/05/2021 |
| Date of last appointment |
03/12/2020 |
08/04/2022 |
31/03/2023 |
08/04/2022 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
22/05/2020 |
31/03/2023 |
31/03/2023 |
31/03/2023 |
03/12/2020 |
14/05/2021 |
14/05/2021 |
| Election procedure |
AGM resolution |
AGM resolution |
AGM resolution |
Acuerdo Junta General de Accionistas |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
| Year of birth |
1954 |
1952 |
1965 |
1956 |
1955 |
1955 |
1962 |
1952 |
1964 |
1962 |
1957 |
1964 |
1959 |
1942 |
1957 |
| Mandate end date |
03/12/2024 |
08/04/2026 |
31/03/2027 |
08/04/2026 |
03/12/2024 |
03/12/2024 |
03/12/2024 |
03/12/2024 |
22/05/2024 |
31/03/2027 |
31/03/2027 |
31/03/2027 |
03/12/2024 |
14/05/2025 |
14/05/2025 |
| Nationality |
Spanish |
Spanish |
Spanish |
Spanish |
Spanish |
Spanish |
Spanish |
Portuguese |
Spanish |
Spanish |
Austrian |
Spanish |
Spanish |
Spanish |
Spanish |
1 It has been delegated all powers delegable by law and the By-laws, without prejudice to the limitations established in the Regulations of the Board, which apply at all times for internal purposes. (C.1.9)
2 Fernando Maria Ulrich was classified as another external director, neither proprietary nor independent, in accordance with the provisions of section 2 of article 529 duodecies of the Corporate Enterprises Act and article 19.5 of the Regulations of the Board of Directors. He has been the Non-Executive Chairman of Banco BPI, S.A. since 2017.
Indicators for Board of Directors committees
Executive Committee
Distribution of committee members by category
(% of total committee members)
| % of executive Directors |
28,57 |
| % of proprietary Directors |
14,29 |
| % of independent Directors |
57,14 |
Functioning
In 2023 the Committee held 22 sessions, none of which were held exclusively by telematic means.
|
Member
|
No. of meetings in 20231 |
% Attendance 2023
|
|
José Ignacio Goirigolzarri |
22/22 |
100 |
|
Tomás Muniesa |
22/22 |
100 |
|
Gonzalo Gortázar |
21/22 |
95,45 |
|
Eduardo Javier Sanchiz* |
15/16 |
93,75 |
|
Eva Castillo |
17/22 |
77,27 |
|
María Amparo Moraleda |
21/22 |
95,45 |
|
Koro Usarraga |
22/22 |
100 |
1 This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.
* Nominate member of the Committee on 31/03/2023.
Note: María Verónica Fisas was a member of this Committee until 31/03/2023
For further information, see the Annual Corporate Governance Report .
Appointments and Sustainability Committee
Distribution of committee members by category
(% of total committee members)
| % of independent directors |
80,00 |
| % of other external directors |
20,00 |
Functioning
In 2023, the Commission met in 12 sessions, 11 held exclusively online and 1 in person.
|
Member
|
No. of meetings in 20231 |
% Attendance 2023 |
|
María Amparo Moraleda |
11/12 |
91,66 |
|
Eduardo Javier Sanchiz |
12/12 |
100 |
|
Francisco Javier Campo |
10/12 |
83,33 |
|
Fernando María Ulrich |
11/12 |
91,66 |
|
Peter Löscher* |
6/7 |
85,71 |
1En esta columna se reflejan exclusivamente las asistencias presenciales, tanto físicas como a distancia por medios telemáticos. En cuanto al número de reuniones, cuando el consejero ha sido nombrado miembro de la comisión durante el ejercicio sólo se computan las reuniones a partir de su nombramiento.
* Nombrado miembro de la Comisión el 31/03/2023 y aceptado su cargo en fecha 15 de mayo de 2023, tras haber recibido la comunicación del Banco Central Europeo sobre su idoneidad para el ejercicio del cargo de consejero.
For further information, see the Annual Corporate Governance Report .
Audit and Control Committee
Distribution of committee members by category
(% of total committee members)
| % of proprietary Directors |
40,00 |
| % of independent Directors |
60,00 |
Functioning
In 2023, the Committee held a total of 14 sessions. During the said year, no sessions were held exclusively by telematic means.
|
Member |
No. of meetings in 20231 |
% Attendance 2023 |
|
Eduardo Javier Sanchiz |
13/14 |
93 |
|
Francisco Javier Campo |
13/14 |
93 |
|
Cristina Garmendia |
14/14 |
100 |
|
Teresa Santero |
14/14 |
100 |
|
José Serna |
14/14 |
100 |
1This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated..
For further information, see the Annual Corporate Governance Report .
Remuneration Committee
Distribution of committee members by category
(% of total committee members)
| % of proprietary Directors |
20,00 |
| % of independent Directors |
80,00 |
Functioning
In 2023, the Committee met in 12 sessions, 10 of which were held exclusively by telematic means except for 2 in-person session.
|
Member |
No. of meetings in 20231 |
% Attendance 2023 |
|
Eva Castillo* |
7/7 |
100 |
|
Joaquín Ayuso |
12/12 |
100 |
|
Cristina Garmendia |
12/12 |
100 |
|
José Serna |
12/12 |
100 |
|
Koro Usarraga** |
7/7 |
100 |
1This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.
* Nominated member and chairwoman of the Committee on 31/03/2023.
* Nominated member of the Committee on 31/03/2023.
For further information, see the Annual Corporate Governance Report .
Risk Committee
Distribution of committee members by category
(% of total committee members)
| % of proprietary Directors |
20,00 |
| % of independent Directors |
60,00 |
| % of other external Directors |
20,00 |
Functioning
In 2023, the Committee held a total of 14 sessions. During the said year, no sessions were held exclusively by telematic means.
|
Member |
No. of meetings in 20231 |
% Attendance 2023 |
|
Koro Usarraga |
14/14 |
100 |
|
Tomás Muniesa |
14/14 |
100 |
|
Joaquín Ayuso |
14/14 |
100 |
|
Fernando María Ulrich |
13/14 |
92,85 |
|
María Verónica Fisas |
14/14 |
100 |
1This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.
Note: Eduardo Javier Sanchiz was a member of this Committee until 31/03/2023.
For further information, see the Annual Corporate Governance Report .
Innovation, Technology and Digital Transformation Committee
Distribution of committee members by category
(% of total committee members)
| % of executive Directors |
28,57 |
| % of independent Directors |
71,43 |
Functioning
In 2023, the Committee held a total of 5 meetings.
|
Member |
No. of meetings in 20231 |
% Attendance 2023 |
|
José Ignacio Goirigolzarri |
5/5 |
100 |
|
Gonzalo Gortázar |
5/5 |
100 |
|
Francisco Javier Campo* |
4/4 |
100 |
|
Eva Castillo |
5/5 |
100 |
|
Cristina Garmendia |
5/5 |
100 |
|
Peter Löscher** |
3/3 |
100 |
|
María Amparo Moraleda |
5/5 |
100 |
1This column only shows in-person and remote attendance by telematic means. Regarding the number of meetings, when the director has been appointed as a member of the committee during the fiscal year, only the meetings from the date of appointment are calculated.
* Nominate member of the Committee on 31/03/2023.
**Appointed member of the Committee on 31/03/2023 and accepted his appointment on 15 May 2023, after having received the communication from the European Central Bank on his suitability to hold the office of director..
For further information, see the Annual Corporate Governance Report .
Key indicators on the Auditor and its fees
Number of consecutive years PWC has been Caixabank's statutory auditor
% of years audited by PWC out of total years audited (C.134)
|
|
CaixaBank |
Subsidiaries |
Total group |
|
Amount of non-audit work (€m) |
1,316 |
222 |
1,538 |
|
% Amount of non-audit work / Amount of audit work |
45% |
6% |
24% |
Note: The ratio indicated (24%) has been determined for the purpose of preparing the Annual Corporate Governance Report on the basis of the audit fees for the financial year 2023. For its part, the regulatory ratio determined on the basis of the provisions of Regulation (EU) No 537/2014 of the European Parliament and of the Council on specific requirements for the statutory audit of public interest entities in Article 4 (2) thereof, estimated on the basis of the average audit fees for the previous 3 financial years, amounts to 27% (see Note 37 to the consolidated financial statements).
Corporate Governance Structure
Management and Administration of the Company
At CaixaBank, the management and control functions in the Company are distributed among the Annual General Meeting, the Board of Directors, and its committees:
BOARD OF DIRECTORS
Appointments and Sustainability Committee
Innovation, Technology and Digital Transformation Committee
Audit and Control Committee
MANAGEMENT BODIES
CEO AND MANAGEMENT COMMITTEE
In addition to what is explained in the previous section on the re-election of two Directors at the end of their terms of office, the incorporation of a female Director on the Appointments and Sustainability Committee and the appointment of a new Lead Independent Director (in any case, this appointment takes effect after the 2023 AGM), it should be noted that the Board of Directors had established an improvement plan for the 2022 financial year, which was the result of the internal evaluation exercise performed in the 2021 financial year covering both its operations and that of its Committees, as well as aspects related to its composition. In this regard, and in relation to these opportunities for improvement, during the 2022 financial year, the established objectives were met once again and solid progress was made on the path to excellence in Corporate Governance, consolidating the strengths of transparent, efficient and coherent governance aligned with the objectives of the Company's Strategic Plan.
Firstly, as regards the functioning of the Board of Directors and the Board Committees, in view of the favourable progress achieved in recent years, the company considers it important to maintain and consolidate the excellent standard achieved not only with regard to the anticipation and quality of the information provided but also with regard to the dynamics of the meetings, in terms of their duration and organisation of time according to the subject matter of the various items on the agenda.
In this regard, efforts have been made to increase and consolidate the levels of technical rigour and anticipation of the information and documentation provided to the Board members, in addition to introducing improvements in IT tools at the service of the Board members. On the other hand, and with regard to the frequency, duration, distribution of time and dynamics followed in Board meetings, the company has consolidated the practices of promoting debate, frequency and dynamics of programming and attendance at Board meetings and its Committees. The company has also taken into consideration the recommendation to discuss more frequently and follow up regularly on the Strategic Plan 2022-2024 at Board meetings.
Secondly, as regards aspects related to the composition of the Board and its Committees, the company has followed the recommendation to maintain the current number of Board Committees, and as indicated above, the Board agreed to incorporate a female director to the Appointments and Sustainability Committee, bringing female representation to this Committee and increasing the number of members of this Committee. Likewise, the company has updated the succession plan for the Board of Directors and it has been confirmed as a best governance practice.
Establishing, at the beginning of the financial year, the calendar and planning of the meetings of the different governing bodies and the practice of monitoring the annual planning, mandates and requests for information, as well as the agreements and decisions adopted by the Governing Bodies. Furthermore, in order to strengthen and enhance the knowledge of the Board of Directors as a whole, a training plan has been developed throughout the year dedicated to the analysis of various topics related to business areas, corporate governance, relevant aspects of regulation, innovation, and cybersecurity, as well as a special emphasis on the area of Sustainability, as recommended in the previous year.
At the CaixaBank General Shareholders' Meeting held in April 2022, the proposed amendments to the By-laws and the General Shareholders' Meeting Regulations were agreed in order to systematise and develop the regulation of attendance at the General Shareholders' Meeting by telematic means, an option already contemplated in the Articles of Association, all in the interests of greater legal certainty following the approval of Law 5/2021, of 12 April, as well as incorporating technical and drafting improvements. It was also agreed to amend the By-laws to adapt the name of the Sustainability/Corporate Social Responsibility Policy to the Good Governance Code for listed companies and to introduce, as a non-delegable power of the Board, the supervision of the process of preparation and presentation of the mandatory non-financial information, following a report by the Audit and Control Committee, as well as to remove the casting vote of the Chairman of the Board of Directors in the event of a tie at board meetings in line with the most recent trends in corporate governance.
At the same General Shareholders' Meeting, the changes approved by the Board of Directors at its meetings in October 2021 and February 2022 to the Rules of Procedure of the Board of Directors were noted, with the aim of: a) eliminating the casting vote of the Chairman of the Board of Directors, b) adapting the powers of the Lead Independent Director and limiting the possibility of re-election to one time in accordance with best practices of good governance, c) completing the functions of the Risks Committee, and d) finally, including the new regime applicable to related-party transactions introduced in Law 5/2021 of 12 April.
Lastly, in line with best corporate governance practices, meetings were held between the Lead Independent Director and the non-executive directors (who make up the majority of the Board) and, at the end of the year, in accordance with the commitment undertaken, an external advisor was involved in the process of evaluating the Company, in compliance with the corresponding recommendation of the Code of Good Governance.
In 2022, the self-assessment exercise was carried out with the assistance and collaboration of Korn Ferry's external advisor, appointed after a competitive process of analysis and study of the proposed advice.
Having carried out the self-assessment exercise and examined the results obtained, the Board has concluded that, in general terms, its functioning and composition have been adequate for the exercise and performance of the functions corresponding to it, in particular for the correct management of the Bank carried out by the administrative body.
Likewise, with the aim of continuing to improve the quality and efficiency of the functioning of the Board and its Committees, the implementation of a series of specific recommendations that pursue different objectives has been agreed to during 2023.
With regard to the functioning of the Board, improvements will continue to be made in the anticipation of documentation and the presentation of issues at Board meetings in order to be able to allocate as much time as possible to discussion and decision-making. Likewise, it was agreed to increase attention on the monitoring of significant investments and on the governance of the CaixaBank Group's most important subsidiaries. In order to keep the board permanently updated, it was agreed to carry out various training activities.
Finally, with regard to Board committees, the aim is to continue to improve performance of their important functions of assisting the Board, improving the knowledge of members, especially in those committees of a more technical nature.
Key indicators at 2022 year-end
Board of Directors indicators
Board at 2022 year-end - Categories of members of the CaixaBank Board of Directors
20% Proprietary directors
80% Non-proprietary directors
13% Criteria-La Caixa BF
7% BFA-FROB
13% Executive Directors
7% Other external directors
60% Independent Directors
Directors in each category, as at 31 December
60%
Independent directors
20%
Proprietary directors
7%
Other External Director
In the last few years, the presence of independent directors and the gender diversity of the Board has progressively increased, and the target set in Recommendation 15 of the GCBG of having at least 40% female directors on the Board has been reached ahead of schedule as of the AGM in May 2020.
Performance in independence
70%
60%
50%
40%
30%
20%
10%
0%
50% 50% 44% 43% 60% 60%
Performance in gender diversity
|
Number of women Directors |
% of total Directors of each category |
|
Financial year 2022 |
Financial year 2021 |
Financial year 2020 |
Financial year 2019 |
Financial year 2022 |
Financial year 2021 |
Financial year 2020 |
Financial year 2019 |
| Executive |
- |
- |
- |
- |
0.00 |
0.00 |
0.00 |
0.00 |
| Proprietary |
1 |
1 |
2 |
2 |
33.33 |
33.33 |
28.57 |
25.00 |
| Independent |
5 |
5 |
4 |
4 |
55.55 |
55.55 |
66.67 |
57.14 |
| Other external |
- |
- |
- |
- |
0.00 |
0.00 |
0.00 |
0.00 |
| Total |
6 |
6 |
6 |
6 |
40.00 |
40.00 |
42.86 |
37.50 |
Board meetings
CaixaBank's Board of Directors met 14 times in 2022.
14number of Board
meetings.
9number of meetings
of the Remuneration Committee.
0number of meetings
of the Board without the Chairman’s attendance.
13number of meetings
of the Risk Committee.
2number of meetings
of the Lead Independent Director held without the attendance of the executive directors.
22number of meetings
of the Executive Committee.
13number of meetings
of the Audit and Control Committee.
14number of meetings
attended in person by at least 80% of directors.
5number of meetings
of the Innovation, Technology and Digital Transformation Committee.
97.62%
% of in-person attendance in terms of the total votes during the year.
11number of meetings
of the Appointments and Sustainability Committee. Note: In addition, the Committee adopted resolutions in April in writing without a meeting.
9number of meetings
with in-person attendance, or proxies with specific instructions, of all the directors.
| 14 |
Number of meetings attended in person by at least 80% of directors. |
97.62% |
% of in situ attendance in terms of the total votes during the year. |
| 9 |
Number of meetings in situ or representations made with specific instructions of all directors. |
97.62% |
Of votes issued at in situ meetings or with representations made with specific instructions out of all votes cast during the year. |
Individual attendance of directors at Board meetings during 2022)
97.62%
% of votes issued at in situ meetings or with representations made with specific instructions out of all votes cast during the year.
_Individual attendance of directors at Board meetings during 2022 (*)
|
Attendance/no. of meetings |
Proxy (without voting instructions in all cases in 2022) |
Attendance by remote means |
| José Ignacio Goirigolzarri |
14/14 |
0 |
0 |
| Tomás Muniesa |
14/14 |
0 |
0 |
| Gonzalo Gortazar |
14/14 |
0 |
0 |
| John S. Reed |
13/14 |
1 |
8 |
| Joaquín Ayuso |
14/14 |
0 |
2 |
| Francisco Javier Campo |
14/14 |
0 |
0 |
| Eva Castillo |
14/14 |
0 |
1 |
| Fernando María Ulrich |
13/14 |
1 |
2 |
| María Verónica Fisas |
14/14 |
0 |
2 |
| Cristina Garmendia |
14/14 |
0 |
1 |
| María Amparo Moraleda |
12/14 |
2 |
1 |
| Eduardo Javier Sanchiz |
13/14 |
1 |
2 |
| Teresa Santero |
14/14 |
0 |
1 |
| José Serna |
14/14 |
0 |
2 |
| Koro Usarraga |
14/14 |
0 |
1 |
* Proxies during 2022 made without voting instructions.
Distribution of the education of members of the Board of Directors
Law Economics, business Mathematics, physics, engineering, other science degrees Other university degrees
4 1 12 5
Distribution of the experience of members of the Board of Directors
12 Other (USA, Latin America)
7 In Banking / financial sector
9 Other sectors
15 Credit institutions
11 Financial markets (other)
3 Academic and research sector
6 Public Service/Relations with Regulators
15 Corporate governance (including membership on governing bodies)
12 Audit
12 Risk management/compliance
5 Innovation and Technology
3 Environment, Climate Change
14 Spain
9 Portugal
10 Rest of Europe (including European institutions)
Matrix of the CaixaBank Board of Directors 2022
|
|
José Ignacio Goirigolzarri |
Tomás Muniesa |
Gonzalo Gortazar1 |
John S. Reed |
Joaquín Ayuso |
Francisco Javier Campo |
Eva Castillo |
Fernando María Ulrich |
María Verónica Fisas |
Cristina Garmendia |
María Amparo Moraleda |
Eduardo Javier Sanchiz |
Teresa Santero |
José Serna |
Koro Usarraga |
| Position and category |
|
Executive Chairman |
Proprietary Vice-Chairman |
CEO |
Lead Independent Director |
Independent |
Independent |
Independent |
Other External |
Independent |
Independent |
Independent |
Independent |
Proprietary |
Proprietary |
Independent |
| Education |
Law |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Business studies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mathematics, physics, engineering, other science degrees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other university degrees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Senior management experience (Senior management board or senior management) |
In Banking/Financial Sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other sectors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Experience in the financial sector |
Credit institutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial markets (other) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other experience |
Academic and research sector |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Public Service/Relations with Regulators |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Corporate governance (including membership of governing bodies) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Audit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Risk management/compliance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Innovation and Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Environment, Climate Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| International experience |
Spain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portugal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rest of Europe (including European institutions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other (USA, Latin America) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diversity of gender, geographical origin, age |
Gender diversity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nationality |
EN |
EN |
EN |
USA |
EN |
EN |
EN |
PT |
EN |
EN |
EN |
EN |
EN |
EN |
EN |
| Age |
68 |
70 |
57 |
83 |
67 |
67 |
60 |
70 |
58 |
60 |
58 |
66 |
63 |
80 |
65 |
Details of the Company's directors
|
José Ignacio Goirigolzarri |
Tomás Muniesa |
Gonzalo Gortazar1 |
John S. Reed |
Joaquín Ayuso |
Francisco Javier Campo |
Eva Castillo |
Fernando María Ulrich |
María Verónica Fisas |
Cristina Garmendia |
María Amparo Moraleda |
Eduardo Javier Sanchiz |
Teresa Santero |
José Serna |
Koro Usarraga |
| Director category |
Executive |
Proprietary |
Executive |
Independent |
Independent |
Independent |
Independent |
Other External2 |
Independent |
Independent |
Independent |
Independent |
Proprietary |
Proprietary |
Independent |
| Position on the Board |
Deputy Chairman |
CEO |
Lead independent director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
Director |
| Date of first appointment |
03/12/2020 |
01/01/2018 |
30/06/2014 |
03/11/2011 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
25/02/2016 |
05/04/2019 |
24/04/2014 |
21/09/2017 |
03/12/2020 |
30/06/2016 |
14/05/2021 |
| Date of last appointment |
03/12/2020 |
08/04/2022 |
05/04/2019 |
05/04/2019 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
03/12/2020 |
22/05/2020 |
05/04/2019 |
05/04/2019 |
08/04/2022 |
03/12/2020 |
14/05/2021 |
14/05/2021 |
| Election procedure |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
AGM resolution |
| Year of birth |
1954 |
1952 |
1965 |
1939 |
1955 |
1955 |
1962 |
1952 |
1964 |
1962 |
1964 |
1956 |
1959 |
1942 |
1957 |
| Mandate end date |
03/12/2024 |
08/04/2026 |
05/04/2023 |
05/04/2023 |
03/12/2024 |
03/12/2024 |
03/12/2024 |
03/12/2024 |
22/05/2024 |
05/04/2023 |
05/04/2023 |
08/04/2026 |
03/12/2024 |
14/05/2025 |
14/05/2025 |
| Nationality |
Spanish |
Spanish |
Spanish |
American |
Spanish |
Spanish |
Spanish |
Portuguese |
Spanish |
Spanish |
Spanish |
Spanish |
Spanish |
Spanish |
Spanish |
Indicators for Board of Directors committees
Executive Committee
Distribution of committee members by category
| % of executive Directors |
28.57 |
| % of proprietary directors |
14.29 |
| % of independent directors |
57.14 |
Operation
In 2022 the Committee held twenty-two sessions, none of which were held only remotely.
|
No. of meetings in 20221 |
22 |
|
José Ignacio Goirigolzarri |
22/22 |
|
Tomás Muniesa |
22/22 |
|
Gonzalo Gortazar |
22/22 |
|
Eva Castillo |
21/22 |
|
María Verónica Fisas |
22/22 |
|
María Amparo Moraleda |
20/22 |
|
Koro Usarraga |
22/22 |
1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.
For further information, see the Annual Corporate Governance Report.
Appointments and Sustainability Committee
Distribution of committee members by category
| % of independent directors |
80.00 |
| % of other external directors |
20.00 |
Operation
In 2022, the Committee met in 11 sessions held only remotely. In addition, a meeting of the Committee took place in writing and without a session.
|
No. of meetings in 20221 |
11 |
|
John S. Reed |
11/11 |
|
Francisco Javier Campo |
10/11 |
|
Fernando María Ulrich |
11/11 |
|
María Amparo Moraleda2 |
9/11 |
|
Eduardo Javier Sanchiz |
10/11 |
1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.
2Appointed on 17 February 2022.
For further information, see the Annual Corporate Governance Report.
Audit and Control Committee
Distribution of committee members by category
| % of proprietary directors |
33.33 |
| % of independent directors |
66.67 |
Operation
In 2022, the Committee held a total of 13 sessions. During the said year, no sessions were held only remotely.
|
No. of meetings in 20221 |
13 |
|
Koro Usarraga |
13/13 |
|
Francisco Javier Campo |
12/13 |
|
Cristina Garmendia |
13/13 |
|
Eduardo Javier Sanchiz |
12/13 |
|
Teresa Santero |
13/13 |
|
José Serna |
13/13 |
1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.
For further information, see the Annual Corporate Governance Report.
Remuneration Committee
Distribution of committee members by category
| % of proprietary directors |
25.00 |
| % of independent directors |
75.00 |
Operation
In 2022, the Committee met in 9 sessions, all of which were held only remotely except for one in-person session.
|
No. of meetings in 20221 |
9 |
|
María Amparo Moraleda |
9/9 |
|
Joaquín Ayuso |
9/9 |
|
Cristina Garmendia |
9/9 |
|
José Serna |
8/9 |
1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.
For further information, see the Annual Corporate Governance Report.
Risk Committee
Distribution of committee members by category
| % of proprietary directors |
16.67 |
| % of independent directors |
66.67 |
| % of other external directors |
16.67 |
Operation
In 2022, the Committee met in 13 sessions, one of which was held only remotely.
|
No. of meetings in 20221 |
13 |
|
Eduardo Javier Sanchiz |
12/13 |
|
Joaquín Ayuso |
12/13 |
|
Fernando María Ulrich |
13/13 |
|
María Verónica Fisas |
13/13 |
|
Tomás Muniesa |
13/13 |
|
Koro Usarraga |
13/13 |
1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.
For further information, see the Annual Corporate Governance Report.
Innovation, Technology and Digital Transformation Committee
Distribution of committee members by category
| % of executive Directors |
40.00 |
| % of independent directors |
60.00 |
Operation
In 2022, the Committee held a total of 5 sessions.
|
No. of meetings in 20221 |
5 |
|
José Ignacio Goirigolzarri |
5/5 |
|
Gonzalo Gortazar |
5/5 |
|
Eva Castillo |
5/5 |
|
Cristina Garmendia |
5/5 |
|
María Amparo Moraleda |
5/5 |
1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.
For further information, see the Annual Corporate Governance Report.
Key indicators on the Auditor and its fees
Number of consecutive years PWC has been Caixabank's statutory auditor
Years audited by PWC out of total years audited
|
|
CaixaBank |
Subsidiaries |
Total group |
|
Amount of non-audit work (€m) |
900 |
288 |
1,188 |
|
% Amount of non-audit work / Amount of audit work |
34% |
8% |
19% |
Note: The ratio indicated (19%) has been determined for the purpose of preparing the Annual Corporate Governance Report on the basis of the audit fees for the financial year 2022. For its part, the regulatory ratio determined on the basis of the provisions of Regulation (EU) No 537/2014 of the European Parliament and of the Council on specific requirements for the statutory audit of public interest entities in Article 4(2) thereof, estimated on the basis of the average audit fees for the previous 3 financial years, amounts to 26% (see Note 35 to the consolidated financial statements).
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