Corporate Governance Structure
The Management and Administration of the Company

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 Coordinating 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 Council 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 succeshas upheld the practice of 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.
On the other hand, 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 Regulations 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 Coordinating 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 Risk 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 Independent Coordinating Director and the non-executive directors (who make up the vast 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, it has been agreed the implementation of a series of specific recommendations that pursue different objectives 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 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).