Annual Corporate Governance Report


Corporate Governance Structure


The Management and Administration of the Company



Key indicators at the end of the 2022 year


Indicators on the Board of Directors


Categories of members of the Caixabank Board of Directors


Directors by category, at 31 december 2022



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.


Evolution of independence



Evolution of gender diversity




Number of female Directors
% of total Directors of each category
Finacial 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
Independents 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


The CaixaBank Board of Directors has met in 2022 on 14 occasions.




14 Number of meetings attended in person by at least 80% of Directors. 97,62% Attended in person out 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 at meetings during 2022



Distribution of the education of members of the Board of Directors



Distribution of the experience of membres of the Board of Directors



Matrix of the CaixaBank Board of Directors 2022



Details of Company Directors



Key indicators on the commissions of the Board of Directors at the end of the 2022 year


Executive Committee


Distribution of Committee members by category


Operation


In 2022, the Committee held 22 sessions. During the said year, no sessions were held exclusively by telematic means.

 

% of executive Directors 28,57
% of proprietary Directors 14,29
% of independents Directors 57,14



No of meetings in 20221 22
José Ignacio Goirigolzarri 22/22
Tomás Muniesa 22/22
Gonzalo Gortázar 22/22
Eva Castillo 21/22
María Verónica Fisas 22/22
María Amparo Moraleda 20/22
Koro Usarraga 22/22


1The first refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For more information access the Annual Corporate Governance Report .


Appointments and Sustainability Commitee


Distribution of Committee members by category


Operation


In 2022 the Committee held 11 sessions held exclusively by telematic means. In addition, a meeting of the Committee took place in writing and without a session.

% of independent Directors 80,00
% of other external Directors 20,00



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 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 more information access the Annual Corporate Governance Report .


Audit and Control Committee


Distribution of Committee members by category


Operation


In 2022, the Committee held a total of 13 sessions. During the said year, no sessions were held exclusively by telematic means.

 

% of executive Directors 40,00
% of independent Directors 60,00



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 refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For more information access the Annual Corporate Governance Report .


Remuneration Committee


Distribution of Committee members by category


Operation


In 2022, the Committee met in 9 sessions, all of which were held exclusively by telematic means except for one in-person session.

 

% of proprietary Directors 20,00
% of independent Directors 80,00



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 refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For more information access the Annual Corporate Governance Report .


Risks Committee


Distribution of Committee members by category


Operation


In 2022, the Committee met in 13 sessions, one of which was held exclusively by telematic means.

 

% of proprietary Directors 20,00
% of independents Directors 60,00
% of other external Directors 20,00



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 refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For more information access the Annual Corporate Governance Report .


Innovation, Technology and Digital Transformation Committee


Distribution of Committee members by category


Operation


In 2022, the Committee held a total of 5 sessions.

 

% of executive Directors 28,57
% of independents Directors 71,43



No of meetings in 20221 5
José Ignacio Goirigolzarri 5/5
Gonzalo Gortázar 5/5
Eva Castillo 5/5
Cristina Garmendia 5/5
María Amparo Moraleda 5/5


1The first refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For more information access the Annual Corporate Governance Report .


Key indicators about the Auditor and his remuneration


Number of consecutive years as auditor of PWC accounts



% of total years audited by PWC of the 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%


N.B: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 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).