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Annual Corporate Governance Report

Annual Corporate Governance Report  
(PDF, 9.8 MB)


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:

ANNUAL GENERAL MEETING

EXTERNAL AUDIT

BOARD OF DIRECTORS

Executive Committee
Appointments and Sustainability Committee
Risk Committee
Remuneration Committee
Innovation, Technology and Digital Transformation Committee
Resource 9
Audit and Control Committee
Resource 4 Resource 5

MANAGEMENT BODIES

CEO AND MANAGEMENT COMMITTEE

Blue arrow

Designates/

Grey arrow

Reports to/

Corporate Governance Progress in 2024

In addition to what was explained in the previous section on the re-election of an independent director and the change of the Chairman as of 1 January 2025, who will no longer have executive functions, it should be noted that the Board of Directors had established an improvement plan for the 2024 financial year, as a result of the assessment carried out in 2023, relating to the functioning of the Board itself and its Committees, as well as to issues of time distribution 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 on various subjects. In this regard, and in relation to these opportunities for improvement, during the 2024 financial year, once again the objectives set were met and solid progress was made towards good Corporate Governance, consolidating the strengths of transparent, efficient, coherent governance aligned with the objectives of the entity's Strategic Plan.

With regard to the functioning of the Board of Directors and its Committees, and without losing sight of the very positive progress achieved in recent years, it has been deemed important to maintain and strengthen the excellent standard of meeting dynamics, both in terms of duration and the allocation of time to different matters, particularly the time dedicated to monitoring key subsidiaries and strategic issues, as well as the periodic review of major investment projects.

In this respect, progress has been made at Board meetings in terms of the balance between presentation time and discussion of issues, and the transparency and quality of debates has been consolidated, with the Chairman playing a key role in stimulating and facilitating them. Efforts have also been made to enhance and consolidate the anticipation levels in providing information and documentation to Board members, alongside the continuous improvement of the IT tools available to directors. Furthermore, as a good corporate governance practice, the annual meeting schedule for the Board for the following financial year was approved in June 2024, along with the monitoring of the Annual Plan established for the period.

Relevant issues were also monitored, such as the Strategic Information Systems Plan with the support of the Innovation, Technology and Digital Transformation Committee, analysing the approach, objectives and investments, with special attention to AI, and the Customer Service Improvement Project. In relation to the next financial year, also the opportunity to discuss alternative scenarios for business growth and evolution of the organisation, which has materialised in the New Strategic Plan 2025-2027.

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 followed throughout the year dedicated to the analysis of various topics, paying special attention at all times to the priority areas for the fulfilment of its functions.

In terms of succession planning, greater transparency has been provided on the process for establishing the Chairman's and CEO's Succession Plan, as well as greater detail on the process, candidate pool and opportunities for exposure and visibility in relation to the Succession Plan for members of the Management Committee. In addition, the Selection Policy for Directors and members of the Management Committee and other key function holders has been amended and a new Succession Policy has been approved.

Finally, in line with best corporate governance practices, two meetings of the Lead Independent Director were held without the presence of the executive directors.

Challenges for 2025

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 (published 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, as well as that of its Committees during financial year 2024. Furthermore, the structure, size and composition of the Board of Directors has also been considered adequate, particularly in terms of gender diversity and diversity of professional training and experience, age and geographical origin, in accordance with the verification of compliance with the selection policy, as well as taking into account the individual re-evaluation of the suitability of each director carried out by the Appointments and Sustainability Committee, which leads to the conclusion that the Board of Directors as a whole is suitable in terms of composition.

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 2025 financial year.

With regard to the functioning of the Board and its committees, preserve the current efficiency in the organisation and dynamics of the Board of Directors and its committees (planning agendas, committee reports to the Board, monitoring of agreements), giving priority to the integration of new directors in the Company's culture, and in providing information about the executive team and the organisation by means of onboarding and initial training programmes. Furthermore, continue to improve the distribution of competencies and coordination between the Board's committees.

Similarly, during 2025, in accordance with the recommendations made by the Lead Independent Director, the Board will continue to pay special attention to the monitoring and supervision of the Company's actions in the following areas. It highlights a commitment to conducting regular oversight of both key investment projects and the activities of CaixaBank's major subsidiaries. The Board will place particular emphasis on the implementation of the Strategic Plan for Information Systems. Additionally, monitoring the enhancements made in customer service will be a key priority, along with overseeing the action plans established within the organization, particularly in relation to talent development.

Finally, in order to keep the Council permanently up to date, it was agreed to continue promoting training activities for Council members on various subjects, paying special attention at all times to the priority areas for the fulfilment of its functions.


Key indicators at 2024 year-end


Board of Directors indicators


Board of Directors at end of 2024 - 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

ic_global

60%

Independent directors

20%

Proprietary directors

13%

Executive Directors

7%

Other External Director


Evolution of Independence

80%
60%
40%
20%
0%
2016 2017 2018 2019 2020 2021 2022 2023 2024
50% 50% 50% 44% 43% 60% 60% 60% 60%




Performance in gender diversity

02

Executive
09

Independent
03

Proprietary
01

Other external



Number of women Directors % of total Directors of each category
Financial year 2024 Financial year 2023 Financial year 2022 Financial year 2021 Financial year 2024 Financial year 2023 Financial year 2022 Financial year 2021
Executive - - - - 0,00 0,00 0,00 0,00
Proprietary 1 1 1 1 33,33 33,33 33,33 33,33
Independent 5 5 5 5 55,55 55,55 55,55 55,55
Other external - - - - 0,00 0,00 0,00 0,00
Total 6 6 6 6 40,00 40,00 40,00 40,00


Board meetings


CaixaBank's Board of Directors met 15 times in 2024

15number of meetings

of the Board.
Note: Additionally, the Board passed a resolution in July in writing and without holding a meeting

9number of meetings

of the Remuneration Committee.

2number of meetings

of the Lead Independent Director held without the attendance of the executive directors.

13number of meetings

of the Risk Committee.

13number of meetings

of the Audit and Control Committee.

22number of meetings

of the Executive Committee.

4number of meetings

of the Innovation, Technology and Digital Transformation Committee.

15number of meetings

attended in person by at least 80% of directors.

15number of meetings

of the Appointments and Sustainability Committee.

99.11% attendance

in-person in terms of the total votes during the year.

99.11% of votes cast

at in situ meetings or with representations made with specific instructions out of all votes cast during the year.

13number of meetings

with in-person attendance, or proxies with specific instructions, of all the directors.


Note: During 2024, no Board meetings were held without the Chairman's attendance.


Individual attendance of directors at Board meetings during 2024

> 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 15/15 22/22 4/4 100 %
Tomás Muniesa 15/15 21/22 13/13 98 %
Gonzalo Gortázar 15/15 22/22 4/4 100 %
Eduardo Javier Sanchiz 15/15 21/22 13/13 15/15 99 %
Joaquín Ayuso 15/15 9/9 12/13 97 %
Francisco Javier Campo 15/15 13/13 13/15 3/4 90 %
Eva Castillo 15/15 21/22 9/9 4/4 99 %
Fernando María Ulrich 15/15 15/15 13/13 100 %
María Verónica FisasA 15/15 13/13 100 %
Cristina Garmendia 15/15 13/13 9/9 4/4 100 %
Peter Löscher 15/15 15/15 3/4 92 %
María Amparo Moraleda 14/15 20/22 15/15 4/4 96 %
Teresa Santero 14/15 13/13 97 %
José Serna 15/15 13/13 9/9 100 %
Koro Usarraga 15/15 22/22 9/9 13/13 100 %

A On March 22, 2024, the Ordinary General Shareholders' Meeting of CaixaBank approved the re-election of María Verónica Fisas as an independent director and the Board of Directors agreed to reappoint her as a Vocal of the Risks Committee.


Distribution of the education of members of the Board of Directors

Law Economics, business Mathematics, physics, engineering, other science degrees
4 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 2024

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 70 72 59 68 69 69 62 72 60 62 60 67 65 82 67


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 30/06/2016
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 22/03/2024 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 22/03/2028 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 2024 the Committee held 22 sessions, none of which were held exclusively by telematic means.



Member
No. of meetings in 20241 % Attendance 2024
José Ignacio Goirigolzarri 22/22 100
Tomás Muniesa 21/22 95,45
Gonzalo Gortázar 22/22 100
Eduardo Javier Sanchiz 21/22 95,45
Eva Castillo 21/22 95,45
María Amparo Moraleda 20/22 90,90
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.


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 2024, the Commission met in 15 sessions, 13 held exclusively online and 2 in person.



Member

No. of meetings in 20241 % Attendance 2024
María Amparo Moraleda 15/15 100
Eduardo Javier Sanchiz 15/15 100
Francisco Javier Campo 13/15 86,70
Fernando María Ulrich 15/15 100
Peter Löscher 15/15 100

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.


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 2024, the Committee held a total of 13 sessions. During the said year, no sessions were held exclusively by telematic means.

Member No. of meetings in 20241 % Attendance 2024
Eduardo Javier Sanchiz 13/13 100
Francisco Javier Campo 13/13 100
Cristina Garmendia 13/13 100
Teresa Santero 13/13 100
José Serna 13/13 100


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 2024, the Committee met in 9 sessions, held exclusively by telematic means.

Member No. of meetings in 20241 % Attendance 2024
Eva Castillo 9/9 100
Joaquín Ayuso 9/9 100
Cristina Garmendia 9/9 100
José Serna 9/9 100
Koro Usarraga 9/9 100


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 .


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 2024, the Committee held a total of 13 sessions. During the said year, no sessions were held exclusively by telematic means.



Member No. of meetings in 20241 % Attendance 2024
Koro Usarraga  13/13 100
Tomás Muniesa 13/13 100
Joaquín Ayuso  12/13 92,30
Fernando María Ulrich  13/13 100
María Verónica Fisas 13/13 100


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 .


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 2024, the Committee held a total of 4 meetings, held exclusively in person.



Member No. of meetings in 20241 % Attendance 2024
José Ignacio Goirigolzarri 4/4 100
Gonzalo Gortázar 4/4 100
Francisco Javier Campo 3/4 75
Eva Castillo 4/4 100
Cristina Garmendia 4/4 100
Peter Löscher 3/4 75
María Amparo Moraleda 4/4 100


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 .


Key indicators on the Auditor and its fees


Number of consecutive years PWC has been Caixabank's statutory auditor

7

individual

7

Consolidated


% of years audited by PWC out of total years audited (C.134)

28%

individual

28%

Consolidated



CaixaBank Subsidiaries Total group
Amount of non-audit work (€m) 1,437 202 1,639
% Amount of non-audit work / Amount of audit work 42% 6% 24%


Note: The indicated ratio (24%) has been determined for the preparation of the Annual Corporate Governance Report based on the audit fees for the 2024 financial year. The regulatory ratio, determined based on Regulation (EU) No. 537/2014 of the European Parliament and Council on the specific requirements for the statutory audit of public interest entities in Article 4 (2), calculated based on the average of the audit fees for the previous three financial years, amounts to 25% (see Note 37 of the consolidated annual accounts).

Annual Corporate Governance Report  
(PDF, 7.7 MB)


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:

ANNUAL GENERAL MEETING

EXTERNAL AUDIT

BOARD OF DIRECTORS

Executive Committee
Appointments and Sustainability Committee
Risk Committee
Remuneration Committee
Innovation, Technology and Digital Transformation Committee
Resource 9
Audit and Control Committee
Resource 4 Resource 5

MANAGEMENT BODIES

CEO AND MANAGEMENT COMMITTEE

Blue arrow

Designates/

Grey arrow

Reports to/

Corporate Governance Progress in 2023

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.

Challenges for 2024

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

ic_global

60%

Independent directors

20%

Proprietary directors

13%

Executive 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%
2019 2020 2021 2022 2023
44% 43% 60% 60% 60%




Performance in gender diversity

02

Executive
09

Independent
03

Proprietary
01

Other external



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

6

individual

6

Consolidated


% of years audited by PWC out of total years audited (C.134)

25%

individual

25%

Consolidated



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).

Annual Corporate Governance Report 
(PDF, 7.52 MB)


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:

ANNUAL GENERAL MEETING

EXTERNAL AUDIT

BOARD OF DIRECTORS

Executive Committee
Appointments and Sustainability Committee
Risk Committee
Remuneration Committee
Innovation, Technology and Digital Transformation Committee
Resource 9
Audit and Control Committee
Resource 4 Resource 5

MANAGEMENT BODIES

CEO AND MANAGEMENT COMMITTEE

Blue arrow

Designates/

Grey arrow

Reports to/

Corporate Governance Progress in 2022

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.

Challenges for 2023

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

ic_global

60%

Independent directors

20%

Proprietary directors

13%

Executive 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%
2017 2018 2019 2020 2021 2022
50% 50% 44% 43% 60% 60%


Performance in gender diversity

02

Executive
09

Independent
03

Proprietary
01

Other external



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

5

Individual

5

Consolidated


Years audited by PWC out of total years audited

22%

Individual

22%

Consolidated



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).

Annual Corporate Governance Report
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Annual Corporate Governance Report 
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Annual Corporate Governance Report 
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Annual Corporate Governance Report 
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Annual Corporate Governance Report 
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Annual Corporate Governance Report 
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Annual Corporate Governance Report 
(PDF, 2 MB)

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