CaixaBank currently has an Executive Committee, the Appointments and Sustainability Committee, the Audit and Control Committee, the Remuneration Committee, the Risk Committee and the Innovation, Technology and Digital Transformation Committee.
CaixaBank currently has an Executive Committee, the Appointments and Sustainability Committee, the Audit and Control Committee, the Remuneration Committee, the Risk Committee and the Innovation, Technology and Digital Transformation Committee.
Article 39 of the By-laws and article 13 of the Regulations of the Board describe the organisation and operation of the Executive Committee.
Composition
The composition of the Executive Committee must include at least two non-executive Directors, one of them being an independent Director.
The Chairman and Secretary of the Board of Directors will also be the Chairman and Secretary of the Executive Committee.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
José Ignacio Goirigolzarri | Chairman | Executive | 30-03-2021 |
Tomás Muniesa | Vocal | Proprietary | 01-01-2018 (2) |
Gonzalo Gortázar | Vocal | Executive | 30-06-2014 (1)(5) |
Eduardo Javier Sanchiz | Vocal | Independent | 31-03-2023 |
Eva Castillo | Vocal | Independent | 30-03-2021 |
María Amparo Moraleda | Vocal | Independent | 24-04-2014 (3)(5) |
Koro Usarraga | Vocal | Independent | 22-05-2020 (4) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Reelected on 23 April 2015 and 5 April 2019.
(2) Reelected on 6 April 2018 and 8 April 2022.
(3) Reelected on 5 April 2019.
(4) Reelected on 14 May 2021.
(5) Reelected on 31 March 2023
Regulation and operation
The Board's permanent delegation of powers to this Committee will require a vote in favour from at least two-thirds of the Board members.
The appointment of members of the Executive Committee and the permanent delegation of powers from the Board on the same will require the favourable vote of at least two thirds of the members of the Board of Directors.
The resolutions of the Committee will be adopted by the majority of the members attending the meeting in person or represented by proxy and will be validated and binding without the need for later ratification by the full Board of Directors, notwithstanding that spelled out in article 4.5 of the Regulations of the Board of Directors.
The Executive Committee will inform the Board of the main matters it addresses and the decisions it makes thereon at its meetings.
For more information access the Annual Corporate Governance Report.
Duties
The Executive Committee has been delegated all of the responsibilities and powers available to it both legally and under the Company’s articles of association. For internal purposes, the Executive Committee is subject to the limitations set out in Article 4 of the Regulations of the Board of Directors.
For more information on the Executive Committee and its functions, see the section Regulations of the Board of Directors.
Article 40 of the By-laws and article 15 of the Regulations of the Board of Directors and applicable legislation describe the organisation and operation of the Appointments and Sustainability Committee.
Composition
The Appointments and Sustainability Commitee will comprise a number of non-executive directors determined by the Board of Directors, subject to a minimum of three (3) and a maximum of five (5) members.
The committee’s Chairman will be appointed from among the independent directors sitting on the committee.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
María Amparo Moraleda | Chairwoman | Independent | 17-02-2022 (1)(3) |
Eduardo Javier Sanchiz | Vocal | Independent | 22-05-2020 (2) |
Francisco Javier Campo | Vocal | Independent | 30-03-2021 |
Fernando María Ulrich | Vocal | Other external | 30-03-2021 |
Peter Löscher | Vocal | Independent | 31-03-2023 |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Appointed Chairwoman on 31 March 2023.
(2) Reelected member of the Board of Director on 8 April 2022.
(3) Reelected member of the Board of Director on 31 March 2023.
Regulation and operation
The Appointments and Sustainability Committee is self-governing and it may appoint a Chair and a Secretary. If no Secretary is appointed, the Secretary of the Board or any of the Deputy Secretaries of the Board shall act as Committee Secretary.
The committee shall meet as often as needed to ensure the full and timely performance of its duties and meetings will be called by its Chairman, either on their own initiative or when requested by 2 committee members. The Chairman must call a meeting whenever the Board or its Chairman requests that a report be issued or a resolution carried.
The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.
Duties
Its duties include the following:
For more information on the Appointments and Sustainability Committee and its duties, please see the section on Regulations of the Board of Directors.
For more information access the Annual Corporate Governance Report.
Articles 40 and 14 of the By-laws and Regulations of the Board of Directors and applicable legislation describe the organisation and operation of the Audit and Control Committee.
Composition
The Audit and Control Committee will be composed exclusively of non-executive directors, in the number that is determined by the Board of Directors, subject to a minimum of three (3) and a maximum of seven (7). Most of the members of the Audit and Control Committee shall be independent and one (1) of them shall be appointed on the basis of their knowledge and experience of accounting or auditing, or both.
Meanwhile, the Board of Directors shall ensure that members of the Audit and Control Committee, and especially its Chairman, have knowledge and experience in accounting, auditing or risk management matters, and in any other fields that may aid the Audit and Control Committee in discharging all the duties entrusted to it.
As a whole, and without prejudice to the obligation to ensure suitable levels of diversity, the members of the Audit and Control Committee will be designated in view of the time and dedication needed to perform the duties entrusted to them and will possess the relevant technical knowledge and expertise in relation to the Bank’s business activities.
The Audit and Control Committee shall appoint a Chairman from among its independent members. The Chairman must be replaced every four (4) years and may be re-elected once a period of one 1 year has transpired from his departure. The Chairman of the committee shall act as its spokesperson at meetings of the Board of Directors and, as the case may be, at the Bank’s Annual General Meeting.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
Eduardo Javier Sanchiz | Chairman | Independent | 01-02-2018 (1)(2) |
Francisco Javier Campo | Vocal | Independent | 30-03-2021 |
Cristina Garmendia | Vocal | Independent | 22-05-2020 (4) |
Teresa Santero | Vocal | Propietary | 30-03-2021 |
José Serna | Vocal | Propietary | 23-03-2017 (3) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Appointed Chairman on 31 March 2023.
(2) Reelected member of the Board of Director on 6 April 2018 and 8 April 2022.
(3) Reelected member of the Board of Director on 14 May 2021.
(4) Reelected member of the Board of Director on 31 March 2023.
Regulation and operation
The Committee meets quarterly, as a general rule, but also whenever considered appropriate for the sound performance of its duties. The meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee.
In order to carry out its duties, the Committee must have adequate, relevant and sufficient access to any information or documentation held by the Company, and it may request: (i) the attendance and collaboration of the members of the Company's management team or personnel; (ii) The attendance of the Company's auditors to deal with specific points of the agenda for which they have been convened; and (iii) advice from external experts when it deems it necessary.
The Committee has set up an effective communication channel with its spokespersons, which will normally be the Committee Chair with the Company management and, in particular, the finance department; the head of internal audits; and the main auditor responsible for account auditing. The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.
Duties
Its duties include the following:
For more information on the Audit and Control Committee and its duties, please see the section on Regulations of the Board of Directors.
For more information access the Annual Corporate Governance Report.
Articles 40 and 15 of the By-laws and Regulations of the Board and applicable legislation describe the organisation and operation of the Remuneration Committee.
Composition
The Remuneration Committee will comprise a number of non-executive directors determined by the Board of Directors, subject to a minimum of three (3) and a maximum of five (5) members. A majority of its members must be independent.
The Chairman of the committee will be appointed from among the independent directors sitting on the committee.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
Eva Castillo | Chairwoman | Independent | 31-03-2023 (1) |
Joaquín Ayuso | Vocal | Independent | 30-03-2021 |
Cristina Garmendia | Vocal | Independent | 22-05-2020 (2) |
José Serna | Vocal | Propietary | 30-03-2021 (3) |
Koro Usarraga | Vocal | Independent | 31-03-2023 |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Appointed Chairwoman on 31 March 2023.
(2) Reelected member on 31 March 2023.
(3) Reelected member of the Board of Director on 14 May 2021.
Regulation and operation
The Remuneration Committee is self-governing and it may appoint a Chair and a Secretary. If no Secretary is appointed, the Secretary of the Board or any of the Deputy Secretaries of the Board shall act as Committee Secretary.
The committee shall meet as often as needed to ensure the full and timely performance of its duties and meetings will be called by its Chairman, either on their own initiative or when requested by 2 members of the committee. The Chairman must call a meeting whenever the Board or its Chairman requests that a report be issued or a resolution carried.
The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members.
Duties
Its duties include the following:
For more information on the Remuneration Committee and its duties, please see the section on Regulations of the Board of Directors.
For more information access the Annual Corporate Governance Report.
Articles 40 and 14 of the Bylaws and Regulations of the Board of Directors describe the organisation and operation of the Risks Committee.
Composition
The Risks Committee shall comprise exclusively non-executive directors who possess the appropriate knowledge, skills and experience to fully understand and manage the Bank’s risk strategy and risk propensity, in the number determined by the Board of Directors, subject to a minimum of three (3) and a maximum of six (6), with a majority of members to be independent directors.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
Koro Usarraga | Chairwoman | Independent | 01-02-2018 (1)(3) |
Tomás Muniesa | Vocal | Proprietary | 22-05-2020 (2) |
Joaquín Ayuso | Vocal | Independent | 30-03-2021 |
Fernando María Ulrich | Vocal | Other external | 30-03-2021 |
María Verónica Fisas | Vocal | Independent | 22-05-2020 (4) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Appointed Chairwoman on 31 March 2023.
(2) Reelected member of the Board of Director on 8 April 2022.
(3) Reelected member of the Board of Director on 14 May 2021.
(4) Reelected member of the Board of Director on 22 March 2024.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
Natividad Capella Pifarré | Director of Corporate Risk Management Function & Planning | -- | May 16, 2013 |
Regulation and operation
It meets as often as considered appropriate for the sound performance of its duties and the meetings are convened by the Chair of the Committee, either on his/her own initiative, or when requested by 2 members of the Committee.
The Committee is validly constituted when a majority of its members are in attendance, and its resolutions are carried by the majority of attending members. The Company shall ensure that the Risk Committee is able to fully discharge its functions by having unhindered access to the information concerning the Company's risk position and, if necessary, specialist outside expertise, including external auditors and regulators. The Risk Committee may request the attendance of persons from within the organisation whose work is related to its functions, and it may obtain all necessary advice for it to form an opinion on the matters that fall within its remit.
The committee’s Chairman reports to the Board on the activities and work performed by the committee, doing so at meetings specifically arranged for that purpose or at the immediately following meeting when the Chairman deems this necessary.
Duties
Its duties include the following:
For more information on the Risks Committee and its duties, please see the section on Regulations of the Board of Directors.
For more information access the Annual Corporate Governance Report.
Article 15 bis of the Regulations of the Board and the applicable regulations describe the organisation and operation of the Innovation, Technology and Digital Transformation Committee.
Composition
The Innovation, Technology and Digital Transformation Committee will comprise a minimum of three (3) and a maximum of seven (7) members.
The Chairman of the Board of Directors and the Chief Executive Officer will always sit on the committee. The other members will be appointed by the Board of Directors, on the proposal of the Appointments Committee, paying close attention to the knowledge and experience of candidates on those subjects that fall within the committee's remit, such as technology and innovation, information systems and cybersecurity.
The Chairman of the Board of Directors shall also chair the Innovation, Technology and Digital Transformation Committee.
Similarly, the Secretary to the Board of Directors shall serve as Secretary of the Innovation, Technology and Digital Transformation Committee.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
José Ignacio Goirigolzarri | Chairman | Executive | 30-03-2021 |
Gonzalo Gortázar | Vocal | Executive | 23-05-2019 (1) |
Francisco Javier Campo | Vocal | Independent | 31-03-2023 |
Eva Castillo | Vocal | Independent | 30-03-2021 |
Cristina Garmendia | Vocal | Independent | 23-05-2019 (1) |
Peter Löscher | Vocal | Independent | 31-03-2023 |
María Amparo Moraleda | Vocal | Independent | 23-05-2019 (1) |
Óscar Calderón | Non-director Secretary | -- | 23-05-2019 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-05-2019 |
(1) Reelected member of the Board of Director on March 31, 2023.
Regulation and operation
The Committee will meet as often as required to discharge its functions and will be called by the committee's Chairman, either on his or her own initiative or when a meeting is requested by 2 or more committee members. The Chairman must always call a meeting when the Board asks it to issue a report or adopt a resolution.
The committee will be validly convened when a majority of members are in attendance.
Resolutions will be carried by a majority of members physically in attendance or represented by proxy, and minutes will be taken of the resolutions carried at each meeting. The minutes will be heard by the Board of Directors and a copy will be sent or delivered to all Board members.
Duties
Notwithstanding other duties that may be assigned to it by the Board of Directors, the Innovation, Technology and Digital Transformation Committee shall have the following basic responsibilities:
For more information on the Innovation, Technology and Digital Transformation Committee, please see the section on Regulations of the Board of Directors.
For more information access the Annual Corporate Governance Report.