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The merger with Bankia will create Spain's no. 1 bank, which will result in a better service for our customers, greater value for our shareholders and a greater capacity to support the economic recovery.

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Corporate governance and remuneration policy

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Committees of Directors

Full name Position Category Date of first appointment
Jordi Gual Chairman Proprietary 30 June 2016 (1)
Tomás Muniesa Member Proprietary 01 January 2018 (2)
Gonzalo Gortázar Member Executive 30 June 2014 (3)
María Verónica Fisas Member Independent 27 July 2017 (4)
María Amparo Moraleda Member Independent 24 April 2014
Koro Usarraga Member Independent 22 May 2020
Óscar Calderón Secretary (non-member) - 1 January 2017
Óscar Figueres First Deputy Secretary (non-member) - 23 October 2017


(1) Re-elected on 6 April 2017.
(2) Re-elected on 6 April 2018.
(3) Re-elected on 23 April 2015.
(4) Re-elected on 22 May 2020.


The composition of the Executive Committee, which reflects the composition of the Board, and the rules of its operations, will be determined by the Board of Directors.


The Chairman and Secretary of the Board of Directors will also be the Chairman and Secretary of the Executive Committee.


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 Executive Committee will meet as often as it is called by its Chairman or whoever replaces him/her in his/her absence, as occurs in the event of vacancy, leave, or incapacity, and will be validly assembled when the majority of its members attend the meeting, either personally or by representation.


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.


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. 

Jordi Gual

Chairman

Dr. Jordi Gual was born in Lleida in 1957. Has served as Chairman of CaixaBank since 2016.

He holds a PhD in Economics (1987) from the University of California at Berkeley and is a professor of Economics at the IESE Business School and a Research Fellow at the Centre for Economic Policy Research (CEPR) in London.

He currently sits on the board of directors of Telefónica and on the Supervisory Board at Erste Group Bank. He is also Chairman of FEDEA, Vice President of Círculo de Economía and Cotec Foundation for Innovation, and he serves on the boards of CEDE Foundation, Real Instituto Elcano and Barcelona Mobile World Capital Foundation.

Prior to his appointment as Chairman of CaixaBank, he was Chief Economist and Head of Strategic Planning and Research for CaixaBank and Director-General of Planning and Strategic Development for CriteriaCaixa. Jordi Gual joined the “la Caixa” Group in 2005. He has been a member of the Board of Directors of Repsol and served as an economics advisor for the European Commission’s Directorate-General for Economic and Financial Affairs in Brussels and as a visiting professor at the University of California, Berkeley, the Université Libre de Bruxelles and the Barcelona Graduate School of Economics.

His work on banking, European integration, regulation and competition policy has been widely published.

In 2019 he was given the Insignia de Oro by the Instituto Español de Analistas Financieros, in 1999 he was awarded the research prize from the European Investment Bank and in 1979 the special award as part of his degree in Economics and Business Sciences. He has been also a Fulbright Scholar.

Latest update: January 2021.

Tomás Muniesa

Deputy Chairman

Tomás Muniesa born in Barcelona in 1952; He has been Deputy Chairman of CaixaBank since April 2018.

Mr. Tomás Muniesa Arantegui holds a Degree in Business Studies and a Master's Degree in Business Administration from the ESADE Business School.

He joined ‘la Caixa’ in 1976 and was appointed Deputy General Manager in 1992 and General Manager of Insurance and Asset Management of CaixaBank from 2011 until November 2018. Besides, he has been executive Deputy Chairman and CEO of VidaCaixa, from 1997 to November 2018.

Mr. Muniesa is currently Deputy Chairman of CaixaBank, VidaCaixa and SegurCaixa Adeslas. He is also member of the ESADE Foundation Board of Trustees and a board member of Allianz Portugal.

Previously, he served as the Chairman of MEFF (Sociedad Rectora de Productos Derivados) and Deputy Chairman of BME (Bolsas y Mercados Españoles), Second Deputy Chairman of UNESPA, Director and Chairman of the Audit Commission of the Insurance Compensation Consortium, Board Member of Vithas Sanidad SL and Substitute Board Member of Grupo Financiero Inbursa in Mexico.

Latest update: January 2021.

Gonzalo Gortázar

CEO

Gonzalo Gortázar, born in Madrid in 1965, has been CEO of CaixaBank since June 2014.

Mr Gortázar holds a dual degree in Law and Business from Universidad Pontificia de Comillas (ICADE) and an MBA with distinction from the INSEAD Business School.

He is currently Chairman of VidaCaixa and board member of Banco BPI.

Mr Gortázar served as CaixaBank's Chief Financial Officer prior to being appointed CEO in June 2014. Before that, he was CEO of Criteria CaixaCorp between 2009 and June 2011. From 1993 to 2009, he worked at Morgan Stanley in London and Madrid, holding several posts in the investment banking division and leading the European Financial Institutions Group until he joined Criteria in mid-2009. Previously, he held various corporate and investment banking positions at Bank of America.

He has been First Vice-Chairman at Repsol and a board member of Grupo Financiero Inbursa, Erste Bank, SegurCaixa Adeslas, Abertis, Port Aventura and Saba.

Latest update: January 2021.

María Verónica Fisas

Director

Born in Barcelona in 1964, Verónica Fisas has served on the Board of Directors of CaixaBank since February 2016.

She holds a degree in Law and a Master in Business Administration. She joined Natura Bissé very early in her career, thus acquiring extensive knowledge of the company and of all its departments.

She has been the CEO of the Board of Directors of Natura Bissé and the General Director of the Natura Bissé Group since 2007. Since 2008, she has also been a trustee of Ricardo Fisas Natura Bissé Foundation.

In 2001, as the CEO of the United States subsidiary of Natura Bissé, she was responsible for the expansion and consolidation of the business, and obtained outstanding results in product distribution and brand positioning.

In 2009 she joined the Board of Directors of Stanpa, Asociación Nacional de Perfumería y Cosmética, becoming Chair of Stanpa in 2019 and, in turn, Chair of Fundación Stanpa.

She received the Work-Life Balance Award at the 2nd Edition of the National Awards for Women in Management in 2009, and the IWEC Award (International Women’s Entrepreneurial Challenge) for her professional career, in 2014.

In November 2017, Emprendedores magazine named Verónica Fisas as 'Executive of the Year'.

Latest update: January 2021.

María Amparo Moraleda

Director

María Amparo Moraleda (Madrid 1964) has been a member of the Board of Directors of CaixaBank since 2014.

She graduated in Industrial Engineering from the ICAI and holds an MBA from the IESE Business School.

She is an Independent Director at several companies: Solvay, S.A. (since 2013), Airbus Group, S.E. (since 2015) and Vodafone Group (since 2017).

She is also a member of the Supervisory Board of the Spanish High Council for Scientific Research (since 2011), member of the Advisory Boards of SAP Ibérica (since 2013) and of Spencer Stuart (since 2017).

Between 2012 and 2017 she was a member of the board of directors of Faurecia, S.A. and member of the Advisory Board of KPMG Spain (since 2012).

Between January 2009 and February 2012 she was Chief Operating Officer of Iberdrola SA's International Division with responsibility for the United Kingdom and the United States. She also headed Iberdrola Engineering and Construction from January 2009 to January 2011.

She was General Manager of IBM Spain and Portugal between July 2001 and January 2009, with the area for which she was responsible extended to encompass Greece, Israel and Turkey from July 2005 to January 2009. Between June 1999 and 2001 she was assistant executive to the President of IBM Corporation. From 1998 to 2000 Ms. Moraleda was General Manager of INSA (a subsidiary of IBM Global Services). From 1995 to 1997 she was HR Director for EMEA at IBM Global Services and from 1988 to 1995 held various professional and management positions at IBM España.

She is also a member of various boards and trusts of different institutions and bodies including the Academy of Social Sciences and the Environment of Andalusia, the Board of Trustees of the MD Anderson Cancer Centre in Madrid and the International Advisory Board of the Instituto de Empresa.

In December 2015 she was named a full academic member of the Royal Academy of Economic and Financial Science.

In 2005 she was inducted into the Women in Technology International (WITI) organisation's Hall of Fame, established to recognise, honour, and promote the outstanding contributions women make to the scientific and technological communities that improve and evolve society, while her numerous distinctions include: the Values Leadership Award (FIGEVA Foundation – 2008), the Javier Benjumea Award (Engineering Association of the ICAI – 2003) and the Award for Excellence (Spanish Federation of Female Directors, Executives, Professionals and Entrepreneurs – Fedepe – 2002).

Latest update: January 2021.

Koro Usarraga

Director

Koro Usarraga Unsain (San Sebastián, 1957) has been a member of CaixaBank's Board of Directors since 2016.

She has a degree in Business Administration and a Masters in Business Management from ESADE, took the PADE (Senior Management Programme) at IESE and is a qualified chartered accountant.

She was an independent Director of NH Hotel Group from 2015 to October 2017.

She worked at Arthur Andersen for 20 years and in 1993 was appointed partner of the audit division.

In 2001 she assumed responsibility for the General Corporate Management of Occidental Hotels & Resorts, a group with significant international presence and specialising in the holiday sector. She was responsible for the finance, administration and management control departments, as well as IT and human resources.

She was General Manager of Renta Corporación, a real estate group specialising in the purchase, refurbishment and sale of properties.

She is a Director of Vocento, S.A. and has been a shareholder and Administrator of 2005 KP Inversiones, S.L. since 2005, which is engaged in investing in companies and management consultancy. She is also an Administrator of Vehicle Testing Equipment, S.L.

Latest update: January 2021.

Óscar Calderón

General Secretary and Secretary to the Board of Directors

Born in Barcelona in 1971, he has been General Secretary since 2014 and Secretary to the Board of Directors of CaixaBank since 2017.

Graduate in Law from the University of Barcelona (1994). State Lawyer (1998).

He has also been a State Lawyer in Catalonia (1999-2003). Lawyer to the General Secretary's Office of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of the ”la Caixa” Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of the “la Caixa” Banking Foundation until October 2017.

Óscar Calderón de Oya is a Trustee and Secretary to the Board of Trustees of the Museo de Arte Contemporáneo de Barcelona (MACBA) Foundation. He is also Secretary of Fundación de la Economía Aplicada (FEDEA).

Latest update: January 2021

Óscar Figueres

First Deputy Secretary to the Board of Directors

Born in Tortosa in 1981, he has been First Deputy Secretary to CaixaBank's Board of Directors since October 2017.

Holds a degree in Law from the Pompeu Fabra University in Barcelona (2003) and State Lawyer (2008).

He is currently Secretary of the Board of Directors of VidaCaixa.

He worked as a State Lawyer in Barcelona and Tarragona, responsible for the coordination, representation and defence of the State in civil, appeal, social and criminal cases. Coordinator of Legal Assistance Agreements with Corporación RTVE, the Barcelona Free Trade Association and the Tarragona Port Authority. Member of Board and Executive Committee of the Barcelona Free Trade Association. Member and Legal Counsel of the Board of Directors of the Tarragona Port Authority and Member of the Tarragona Provincial Compulsory Purchase Tribunal.

He previously worked at EY Abogados law firm.

Latest update: January 2021.

Full name Position Category Date of first appointment
John S. Reed Chairman Independent 1 February 2018 (1)
María Teresa Bassons Member Proprietary 12 December 2013
Eduardo Javier Sanchiz Member Independent 22 May 2020
Óscar Calderón Non-director Secretary - 1 January 2017
Óscar Figueres First Deputy Secretary (non-director) - 23 October 2017


(1) Appointed Chairman on 1st February 2018.


The Appointments 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. Members of the Appointments Committee will be appointed by the Board of Directors on a proposal received from the Audit and Control Committee. Meanwhile, the committee’s Chairman will be appointed from among the independent directors sitting on the committee.


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 two (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.


Its duties include the following:

  • Evaluating and proposing to the Board of Directors the assessment of skills, knowledge and experience required of Board members and key personnel at the Bank.
  • Submitting to the Board of Directors suggested candidates for the position of independent directors to be appointed by co-option or for submission to the decision of the Annual General Meeting, as well as proposals relating to the reappointment or removal of such directors at the Annual General Meeting.
  • Reporting on the appointment and, as the case may be, dismissal of the Lead Director, the Secretary and the Deputy Secretaries for approval by the Board of Directors.
  • Report on proposals for appointment or removal of senior executives, being able to effect such proposals directly in the case of senior managers which due to their roles of either control or support of the Board or its Committees, it is considered by the Committee that it should take the initiative. Propose, if deemed appropriate, basic conditions in senior executives' contracts, outside the remuneration aspects and reporting on them when they have been established.
  • Examining and organising, in collaboration with the Chairman of the Board of Directors and with the support of the Lead Director, the succession of the Chairman and of the Bank’s chief executive and, as the case may be, sending proposals to the Board of Directors so as to ensure that the succession process is suitably planned and takes place in orderly fashion.
  • Reporting to the Board on matters relating to gender diversity, ensuring that the procedures for selecting its members favour a diversity of experience and knowledge and facilitate the selection of women directors, and establishing a representation target for the less represented sex on the Board of Directors as well as preparing guidelines on how this should be achieved. It shall likewise ensure that the diversity policy applied at the Board of Directors is duly observed and will report on the matter in the Annual Corporate Governance Report.
  • Periodically evaluating, at least once a year, the structure, size, composition and actions of the Board of Directors and of its committees, its Chairman, CEO and Secretary, while making recommendations regarding possible changes to these. Here, the committee shall act under the direction of the Lead Director when assessing the performance of the Chairman. The committee shall also evaluate the composition of the Management Committee as well as its replacement lists to ensure proper coverage as members come and go.
  • Periodically review the Board of Directors selection and appointment policy in relation to senior executives and make recommendations.
  • Supervise the activities of the organisation in relation to corporate social responsibility issues and submit to the Board those proposals it deems appropriate in this matter.


For more information on the Appointments Committee and its duties, please see the section on Regulations of the Board of Directors.

John S. Reed

Lead Independent Director

John Reed born in Chicago in 1939, has been member of the Board of Directors of CaixaBank since 2011 and the Lead Director from 2020.

He was raised in Argentina and Brazil. He came to go to college in the United States and graduated from Washington and Jefferson College and the Massachusetts Institute of Technology in 1961 under a joint degree program earning a BA and a BS degree. He served as a Lieutenant in the Corp of Engineers, US Army from 1962-64 and then returned to MIT for his MS. Mr. Reed spent thirty five years with Citibank/Citicorp and Citigroup, the last sixteen years as Chairman. He retired in April of 2000.

Mr. Reed returned to work as Chairman of the New York Stock Exchange from September 2003 until April 2005. Served as Chairman of the Corporation of MIT -2010 – 2014.

He was appointed Chairman of the Board of American Cash Exchange in February 2016.

Mr. Reed is President of the Boston Athenaeum and Trustee of NBER. He is a Fellow of the American Academy of Arts and Sciences and of the American Philosophical Society.

Latest update: January 2021.

Maria Teresa Bassons

Director

Maria Teresa Bassons Boncompte was born in Cervelló in 1957. She has been a member of the CaixaBank Board of Directors since June 2012.

She graduated with a Bachelor Degree in Pharmacy from the University of Barcelona (1980) and she is a Specialist in Hospital Pharmacy. She holds a pharmacy licence.

She was a member of the Barcelona Chamber of Commerce's Executive Committee from 2002 to May 2019, and the Chair of its Enterprise Commission for the Health Sector. She has also served as Deputy-Chair of the Barcelona Board of Pharmacists (1997-2004) and as Secretary-General to the Board of Catalonia Pharmacists Associations (2004-2008).

She is a member of the Board of Directors of Bassline, S.L. and has been an Administrator of TERBAS XXI, S.L. and a member of the Board of Laboratorios Ordesa since January 2018, as well as a member of the Oncolliga Scientific Committee.

She was a member of the Board of Directors of Criteria CaixaHolding from July 2011 to May 2012, a board member of Caixa d'Estalvis i Pensions de Barcelona "la Caixa" from April 2005 to June 2014, Trustee of the Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona "la Caixa" from June 2014 to June 2016 and a member of the Consultative Committee of Caixa Capital Risc until June 2018.

She has also been a member of the Advisory Council on Smoking of the Health Department of the Catalan Government (1997-2006) and of the Advisory Committee on Bioethics of the Catalan Government (2005-2008) and director of the INFARMA Conference and Exhibition at the Fira in Barcelona in the 1995 and 1997 events, and director of the publications "Circular Farmacéutica" and "l'Informatiu del COFB" for twelve years.

In 2008 she was awarded the Medal of Professional Merit by the General Council of Pharmacists in Spain. In June 2018 she was named Academician of the Catalan Royal Academy of Pharmacy.

Latest update: January 2021.

Eduardo Javier Sanchiz

Director

Eduardo Javier Sanchiz Irazu was born in Vitoria in 1956. He has been a member of the CaixaBank Board of Directors since 2017.

He holds a degree in economics from the University of Deusto, San Sebastián campus, and a Master's Degree in Business Administration from the Instituto Empresa in Madrid.

He was CEO of Almirall from July 2011 until 30 September 2017. During this period, the company underwent a significant strategic transformation with the aim of becoming a global leader in skin treatment.

Previously, after joining Almirall in May 2004, he was Executive Director of Corporate Development and Finance and Chief Financial Officer. In both positions, Eduardo led the company's international expansion through a number of alliances with other companies, and through licensing of external products, in addition to five acquisitions of companies and product portfolios. He also coordinated the IPO process in 2007.

He has been a member of the Almirall Board of Directors since January 2005 and a member of the Dermatology Committee since its creation in 2015.

Prior to joining Almirall, he worked for 22 years (17 outside Spain) at Eli Lilly & Co, an American pharmaceutical company, in finance, marketing, sales and general management positions. He was able to live in six different countries and some of his significant positions include General Manager in Belgium, General Manager in Mexico and, in his last position in the company, Executive Officer for the business area that encompasses countries in the centre, north, east and south of Europe.

He was a member of the American Chamber of Commerce in Mexico and of the Association of Pharmaceutical Industries in a number of countries in Europe and Latin America.

He is a member of the Pierre Fabre Laboratory Strategic Committee and since May 2019 a member of the Board of Directors of this company.

Latest update: January 2021.

Óscar Calderón

General Secretary and Secretary to the Board of Directors

Born in Barcelona in 1971, he has been General Secretary since 2014 and Secretary to the Board of Directors of CaixaBank since 2017.

Graduate in Law from the University of Barcelona (1994). State Lawyer (1998).

He has also been a State Lawyer in Catalonia (1999-2003). Lawyer to the General Secretary's Office of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of the ”la Caixa” Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of the “la Caixa” Banking Foundation until October 2017.

Óscar Calderón de Oya is a Trustee and Secretary to the Board of Trustees of the Museo de Arte Contemporáneo de Barcelona (MACBA) Foundation. He is also Secretary of Fundación de la Economía Aplicada (FEDEA).

Latest update: January 2021

Óscar Figueres

First Deputy Secretary to the Board of Directors

Born in Tortosa in 1981, he has been First Deputy Secretary to CaixaBank's Board of Directors since October 2017.

Holds a degree in Law from the Pompeu Fabra University in Barcelona (2003) and State Lawyer (2008).

He is currently Secretary of the Board of Directors of VidaCaixa.

He worked as a State Lawyer in Barcelona and Tarragona, responsible for the coordination, representation and defence of the State in civil, appeal, social and criminal cases. Coordinator of Legal Assistance Agreements with Corporación RTVE, the Barcelona Free Trade Association and the Tarragona Port Authority. Member of Board and Executive Committee of the Barcelona Free Trade Association. Member and Legal Counsel of the Board of Directors of the Tarragona Port Authority and Member of the Tarragona Provincial Compulsory Purchase Tribunal.

He previously worked at EY Abogados law firm.

Latest update: January 2021.

Full name Position Category Date of first appointment
Koro Usarraga Chairwoman Independent 27 October 2016 (1)
Eduardo Javier Sanchiz Member Independent 1 February 2018 (2)
José Serna Member Proprietary 23 March 2017
Cristina Garmendia Member Independent 22 May 2020
Óscar Calderón Secretary (non-member) - 1 January 2017
Óscar Figueres First Deputy Secretary (non-member) - 23 October 2017


(1) Appointed Chairwoman on 5 April 2019.
(2) Reelected on 6 April 2018.


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.


The committee will meet as often as necessary to fulfil its duties and will be convened by its Chairman, either on their own initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the committee itself


Its duties include the following:

  • Reporting to the Annual General Meeting on matters raised by shareholders that fall within the committee’s remit and, in particular, on the result of the audit, explaining how this has contributed to the integrity of the financial information and the committee’s role in this process.
  • Monitoring the process of preparing and ensuring the integrity of the financial information on the Bank and, as the case may be, the Group, by reviewing the Bank’s accounts, checking for compliance with legal provisions and ensuring an accurate demarcation of the consolidation perimeter and the correct application of generally accepted accounting principles.
  • Striving to ensure that the Board of Directors is able to present the Bank’s annual financial statements at the Annual General Meeting without limitations or qualifications in the auditor’s report. In the exceptional case that qualifications exist, both the Chairman of the Audit Committee and the auditors should give a clear account to shareholders of their scope and content.
  • Reporting in advance to the Board of Directors on the financial and related non-financial information that the Bank must periodically release to the markets and its supervisory bodies.
  • Supervising the effectiveness of the internal control systems and discussing with the auditor any significant weaknesses in the internal control system that may have been detected during the audit, all this without compromising the auditor’s independence. For such purposes, and if appropriate, it may submit recommendations or proposals to the Board of Directors and the corresponding deadline for their follow-up.
  • Supervising the effectiveness of the internal audit function and establishing and overseeing a mechanism whereby Bank or Group employees may confidentially and, if deemed appropriate, anonymously report any irregularities of potential significance –especially financial and accounting irregularities– they may observe within the Bank. It shall likewise receive periodic information on how the system is operating and may propose suitable courses of action to improve and reduce the risk of any such irregularities arising in future.


For more information on the Audit and Control Committee and its duties, please see the section on Regulations of the Board of Directors. 

Koro Usarraga

Director

Koro Usarraga Unsain (San Sebastián, 1957) has been a member of CaixaBank's Board of Directors since 2016.

She has a degree in Business Administration and a Masters in Business Management from ESADE, took the PADE (Senior Management Programme) at IESE and is a qualified chartered accountant.

She was an independent Director of NH Hotel Group from 2015 to October 2017.

She worked at Arthur Andersen for 20 years and in 1993 was appointed partner of the audit division.

In 2001 she assumed responsibility for the General Corporate Management of Occidental Hotels & Resorts, a group with significant international presence and specialising in the holiday sector. She was responsible for the finance, administration and management control departments, as well as IT and human resources.

She was General Manager of Renta Corporación, a real estate group specialising in the purchase, refurbishment and sale of properties.

She is a Director of Vocento, S.A. and has been a shareholder and Administrator of 2005 KP Inversiones, S.L. since 2005, which is engaged in investing in companies and management consultancy. She is also an Administrator of Vehicle Testing Equipment, S.L.

Latest update: January 2021.

Eduardo Javier Sanchiz

Director

Eduardo Javier Sanchiz Irazu was born in Vitoria in 1956. He has been a member of the CaixaBank Board of Directors since 2017.

He holds a degree in economics from the University of Deusto, San Sebastián campus, and a Master's Degree in Business Administration from the Instituto Empresa in Madrid.

He was CEO of Almirall from July 2011 until 30 September 2017. During this period, the company underwent a significant strategic transformation with the aim of becoming a global leader in skin treatment.

Previously, after joining Almirall in May 2004, he was Executive Director of Corporate Development and Finance and Chief Financial Officer. In both positions, Eduardo led the company's international expansion through a number of alliances with other companies, and through licensing of external products, in addition to five acquisitions of companies and product portfolios. He also coordinated the IPO process in 2007.

He has been a member of the Almirall Board of Directors since January 2005 and a member of the Dermatology Committee since its creation in 2015.

Prior to joining Almirall, he worked for 22 years (17 outside Spain) at Eli Lilly & Co, an American pharmaceutical company, in finance, marketing, sales and general management positions. He was able to live in six different countries and some of his significant positions include General Manager in Belgium, General Manager in Mexico and, in his last position in the company, Executive Officer for the business area that encompasses countries in the centre, north, east and south of Europe.

He was a member of the American Chamber of Commerce in Mexico and of the Association of Pharmaceutical Industries in a number of countries in Europe and Latin America.

He is a member of the Pierre Fabre Laboratory Strategic Committee and since May 2019 a member of the Board of Directors of this company.

Latest update: January 2021.

José Serna

Director

José Serna Masiá was born in Albacete in 1942, and has been a member of the CaixaBank Board of Directors since July 2016.

He graduated in Law at Madrid’s Universidad Complutense in 1964, and began his professional career in the legal department at Butano, S.A. (1969/70).

In 1971 he joined the State Lawyer Corps, and worked in the Corps in Salamanca and at the Ministry of Education and Science and the Ministry of Finance. He then joined the State’s contentious services division at what was then known as the Madrid Territorial Court (now the High Court of Justice) until he applied for leave in 1983.

Between 1983 and 1987 he worked as Legal Advisor at the Madrid Stock Exchange. In 1987 he was admitted as a Forex and Stock Market Broker at the Barcelona Stock Exchange, and was elected Secretary of its Union Board. He was involved in the 1988 stock market reform as Chairman of the Promoter of the new Barcelona Stock Exchange, and also as a member of the Consultative Committee of the newly created National Securities Market Commission.

In 1989 he was elected Chairman of the Barcelona Stock Exchange, a post he held for two consecutive terms until 1993. From 1991 to 1992 he was Chairman of the Spanish Stock Market Body representing Spain’s four Stock Exchanges, and Vice-Chairman of the Spanish Financial Futures Market in Barcelona. He was also Vice-Chairman of the “Barcelona Centro Financiero” Foundation and of Sociedad de Valores y Bolsa Interdealers, S.A.

In 1994 he started work as Forex and Stock Market Broker at the Official Traders College in Barcelona.

He sat on the ENDESA Board between 2000 and 2007, and was also a member of its Control and Audit Committee, and in fact chaired the Committee between 2006 and 2007. He also worked as advisor to ENDESA Diversificación and ENDESA Europa.

He was a Barcelona Notary Public from 2000 to 2013.

Latest update: January 2021.

Cristina Garmendia

Director

Cristina Garmendia Mendizábal was born in San Sebastian in 1962. She has been a member of the CaixaBank Board of Directors since June 2019.

She has a degree in Biological Sciences, specialising in Genetics, an MBA from the IESE Business School of the University of Navarra and a PhD in Molecular Biology from the Severo Ochoa Molecular Biology Centre of the Autonomous University of Madrid.

She is currently a Director of Compañía de Distribución Integral Logista Holdings, S.A., Mediaset, Ysios Capital and Satlantis Microsats.

In the past, she has been Executive Deputy Chair and Financial Director of the Amasua Group, President of the Association of Biotechnology Companies (ASEBIO) and member of the Governing Board of the Spanish Confederation of Business Organisations (CEOE). She has also been a member of the governing bodies of, among other companies, Science & Innovation Link Office, S.L., Naturgy Energy Group, S.A. (formerly Gas Natural, S.A.), Corporación Financiera Alba, Pelayo Mutua de Seguros and CEO of Genetrix S.L.

She has been Minister of Science and Innovation in the Spanish Government during the entire IX Legislature from April 2008 to December 2011.

She is President of the COTEC Foundation, a member of the España Constitucional, SEPI and Women for Africa Foundations, as well as a member of the Social Council of the University of Seville.

Latest update: January 2021.

Óscar Calderón

General Secretary and Secretary to the Board of Directors

Born in Barcelona in 1971, he has been General Secretary since 2014 and Secretary to the Board of Directors of CaixaBank since 2017.

Graduate in Law from the University of Barcelona (1994). State Lawyer (1998).

He has also been a State Lawyer in Catalonia (1999-2003). Lawyer to the General Secretary's Office of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of the ”la Caixa” Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of the “la Caixa” Banking Foundation until October 2017.

Óscar Calderón de Oya is a Trustee and Secretary to the Board of Trustees of the Museo de Arte Contemporáneo de Barcelona (MACBA) Foundation. He is also Secretary of Fundación de la Economía Aplicada (FEDEA).

Latest update: January 2021

Óscar Figueres

First Deputy Secretary to the Board of Directors

Born in Tortosa in 1981, he has been First Deputy Secretary to CaixaBank's Board of Directors since October 2017.

Holds a degree in Law from the Pompeu Fabra University in Barcelona (2003) and State Lawyer (2008).

He is currently Secretary of the Board of Directors of VidaCaixa.

He worked as a State Lawyer in Barcelona and Tarragona, responsible for the coordination, representation and defence of the State in civil, appeal, social and criminal cases. Coordinator of Legal Assistance Agreements with Corporación RTVE, the Barcelona Free Trade Association and the Tarragona Port Authority. Member of Board and Executive Committee of the Barcelona Free Trade Association. Member and Legal Counsel of the Board of Directors of the Tarragona Port Authority and Member of the Tarragona Provincial Compulsory Purchase Tribunal.

He previously worked at EY Abogados law firm.

Latest update: January 2021.

Full name Position Category Date of first appointment
María Amparo Moraleda Chairwoman Independent 25 September 2014
Alejandro García Bragado Member Proprietary 1 February 2018
Cristina Garmendia Member Independent 22 May 2020
Óscar Calderón Secretary (non-member) - 1 January 2017
Óscar Figueres First Deputy Secretary (non-member) - 23 October 2017


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.

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 two (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.


Its duties include the following:

  • Drafting resolutions relating to remuneration and, in particular, reporting and proposing to the Board of Directors the remuneration policy, the system and amount of annual remuneration payable to directors and senior managers, as well as the individual remuneration payable to executive directors and senior managers and the other terms and conditions of their contracts, particularly the financial conditions, and without prejudice to the competences of the Appointments Committee in relation to any conditions it may have proposed that are unconnected with the remuneration side.
  • Ensuring compliance with the remuneration policy for directors and senior managers and reporting on the basic conditions set out in their contracts and on compliance with those contracts.
  • Reporting and preparing the Bank’s general remuneration policy and in particular the policies relating to categories of staff whose professional activities have a significant impact on the Bank’s risk profile and those policies that are intended to prevent or manage conflicts of interest with the Bank’s customers.
  • Analysing, formulating and periodically reviewing the remuneration programmes, weighing their adequacy and performance and ensuring compliance.


For more information on the Remuneration Committee and its duties, please see the section on Regulations of the Board of Directors. 

María Amparo Moraleda

Director

María Amparo Moraleda (Madrid 1964) has been a member of the Board of Directors of CaixaBank since 2014.

She graduated in Industrial Engineering from the ICAI and holds an MBA from the IESE Business School.

She is an Independent Director at several companies: Solvay, S.A. (since 2013), Airbus Group, S.E. (since 2015) and Vodafone Group (since 2017).

She is also a member of the Supervisory Board of the Spanish High Council for Scientific Research (since 2011), member of the Advisory Boards of SAP Ibérica (since 2013) and of Spencer Stuart (since 2017).

Between 2012 and 2017 she was a member of the board of directors of Faurecia, S.A. and member of the Advisory Board of KPMG Spain (since 2012).

Between January 2009 and February 2012 she was Chief Operating Officer of Iberdrola SA's International Division with responsibility for the United Kingdom and the United States. She also headed Iberdrola Engineering and Construction from January 2009 to January 2011.

She was General Manager of IBM Spain and Portugal between July 2001 and January 2009, with the area for which she was responsible extended to encompass Greece, Israel and Turkey from July 2005 to January 2009. Between June 1999 and 2001 she was assistant executive to the President of IBM Corporation. From 1998 to 2000 Ms. Moraleda was General Manager of INSA (a subsidiary of IBM Global Services). From 1995 to 1997 she was HR Director for EMEA at IBM Global Services and from 1988 to 1995 held various professional and management positions at IBM España.

She is also a member of various boards and trusts of different institutions and bodies including the Academy of Social Sciences and the Environment of Andalusia, the Board of Trustees of the MD Anderson Cancer Centre in Madrid and the International Advisory Board of the Instituto de Empresa.

In December 2015 she was named a full academic member of the Royal Academy of Economic and Financial Science.

In 2005 she was inducted into the Women in Technology International (WITI) organisation's Hall of Fame, established to recognise, honour, and promote the outstanding contributions women make to the scientific and technological communities that improve and evolve society, while her numerous distinctions include: the Values Leadership Award (FIGEVA Foundation – 2008), the Javier Benjumea Award (Engineering Association of the ICAI – 2003) and the Award for Excellence (Spanish Federation of Female Directors, Executives, Professionals and Entrepreneurs – Fedepe – 2002).

Latest update: January 2021.

Cristina Garmendia

Director

Cristina Garmendia Mendizábal was born in San Sebastian in 1962. She has been a member of the CaixaBank Board of Directors since June 2019.

She has a degree in Biological Sciences, specialising in Genetics, an MBA from the IESE Business School of the University of Navarra and a PhD in Molecular Biology from the Severo Ochoa Molecular Biology Centre of the Autonomous University of Madrid.

She is currently a Director of Compañía de Distribución Integral Logista Holdings, S.A., Mediaset, Ysios Capital and Satlantis Microsats.

In the past, she has been Executive Deputy Chair and Financial Director of the Amasua Group, President of the Association of Biotechnology Companies (ASEBIO) and member of the Governing Board of the Spanish Confederation of Business Organisations (CEOE). She has also been a member of the governing bodies of, among other companies, Science & Innovation Link Office, S.L., Naturgy Energy Group, S.A. (formerly Gas Natural, S.A.), Corporación Financiera Alba, Pelayo Mutua de Seguros and CEO of Genetrix S.L.

She has been Minister of Science and Innovation in the Spanish Government during the entire IX Legislature from April 2008 to December 2011.

She is President of the COTEC Foundation, a member of the España Constitucional, SEPI and Women for Africa Foundations, as well as a member of the Social Council of the University of Seville.

Latest update: January 2021.

Alejandro García-Bragado

Director

Alejandro García Bragado, born in Girona in 1949, has been a member of the Board of Directors of CaixaBank since January 2017.

He holds a degree in Law from Universidad de Barcelona, and he is a State Lawyer since 1974. He was first assigned to Castellón de la Plana and by the end of 1975 to Barcelona.

In 1984 he requested an extended leave of absence to become the Barcelona Stock Exchange’s legal advisor and in 1989, once the stock exchange became a company, he was appointed Secretary to the Board of Directors while continuing to practice law.

In 1994 he left the Barcelona Stock Exchange to concentrate on his legal profession and to provide legal advice to “la Caixa”. In 1995 he was appointed Deputy Secretary to the Board of Directors and then Secretary in 2003. He was appointed Deputy Manager in 2004 and Executive Manager in 2005. From June 2014 to December 2016 he was Deputy Chairman and Deputy Secretary to the Board of Trustees of Caixa d’Estalvis i Pensions de Barcelona, “la Caixa, Banking Foundation.

At CaixaBank he was Secretary (non-member) to the Board of Directors from May 2009 to December 2016 and General Secretary from July 2011 to May 2014.

He was Secretary to the Board of Directors of La Maquinista Terrestre y Marítima, SA; Intelhorce; Hilaturas Gossipyum; Abertis Infraestructuras, SA; Inmobiliaria Colonial, SA; and Sociedad General de Aguas de Barcelona, SA., among others.

He served on the Board of Gas Natural SDG, S.A. from September 2016 up to May 2018 and First Vice Chairman at CriteriaCaixa from June 2014 up to July 6, 2020. He sat on the Board of Directors of Saba Infraestructuras since September 2018.

Latest update: January 2021.

Óscar Calderón

General Secretary and Secretary to the Board of Directors

Born in Barcelona in 1971, he has been General Secretary since 2014 and Secretary to the Board of Directors of CaixaBank since 2017.

Graduate in Law from the University of Barcelona (1994). State Lawyer (1998).

He has also been a State Lawyer in Catalonia (1999-2003). Lawyer to the General Secretary's Office of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of the ”la Caixa” Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of the “la Caixa” Banking Foundation until October 2017.

Óscar Calderón de Oya is a Trustee and Secretary to the Board of Trustees of the Museo de Arte Contemporáneo de Barcelona (MACBA) Foundation. He is also Secretary of Fundación de la Economía Aplicada (FEDEA).

Latest update: January 2021

Óscar Figueres

First Deputy Secretary to the Board of Directors

Born in Tortosa in 1981, he has been First Deputy Secretary to CaixaBank's Board of Directors since October 2017.

Holds a degree in Law from the Pompeu Fabra University in Barcelona (2003) and State Lawyer (2008).

He is currently Secretary of the Board of Directors of VidaCaixa.

He worked as a State Lawyer in Barcelona and Tarragona, responsible for the coordination, representation and defence of the State in civil, appeal, social and criminal cases. Coordinator of Legal Assistance Agreements with Corporación RTVE, the Barcelona Free Trade Association and the Tarragona Port Authority. Member of Board and Executive Committee of the Barcelona Free Trade Association. Member and Legal Counsel of the Board of Directors of the Tarragona Port Authority and Member of the Tarragona Provincial Compulsory Purchase Tribunal.

He previously worked at EY Abogados law firm.

Latest update: January 2021.

Full name Position Category Date of first appointment
Eduardo Javier Sanchiz Chairman Independent 1 February 2018 (1)
Fundación CajaCanarias, representada por Natalia Aznárez Member Proprietary 1 February 2018 (2)
María Verónica Fisas Member Independent 22 May 2020
Tomás Muniesa Member Proprietary 22 May 2020
Koro Usarraga Member Independent 1 February 2018
Óscar Calderón Secretary (non-member) - 1 January 2017
Óscar Figueres First Deputy Secretary (non-member) - 23 October 2017


(1) Reelected on 6 April 2018. Appointed Chairman on 5 April 2019.
(2) On 3 August 2020, Fundación CajaCanarias tendered its resignation as proprietary director to the Board of Directors of CaixaBank due to the termination of the shareholders’ agreement. Fundación CajaCanarias will step down from its position once the ECB verifies the suitability of Carme Moragues Josa, whom the Board has agreed to appoint via co-option as an independent director of CaixaBank.


Head of Risk Management

Full name Position Date of first appointment
Jordi Mondéjar Chief Risks Officer 22 November 2016 (1)


(1) Member of the Management Committee since 10 July 2014.


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.


The committee will meet as often as necessary to fulfil its duties and will be convened by its Chairman, either on their own initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the committee itself.


Its duties include the following:

  • Advising the Board of Directors on the overall susceptibility to risk, current and future, of the Bank and its strategy in this regard, reporting on the risk appetite framework, helping to monitor implementation of this strategy, ensuring that the Group’s actions are consistent with the level of risk tolerance previously decided and monitoring the appropriateness of the risks assumed and the profile put in place.
  • Proposing to the Board the Group’s risk policy.
  • Determining with the Board of Directors the nature, quantity, format and frequency of the information concerning risks that the Board of Directors should receive and establishing what the committee should receive.
  • Regularly reviewing exposures with main customers, business sectors and by geographic region and type of risk.
  • Examining the information and control processes of the Group’s risk as well as the information systems and indicators.
  • Evaluating regulatory compliance risk within its scope of its remit and decision-making authority, this being understood as the risk management of legal or regulatory sanctions, financial or material loss or any reputational damage the Bank may suffer as a result of non-compliance with laws, rules, regulations, standards and codes of conduct, while also detecting any risk of non-compliance and carrying out monitoring and examining possible deficiencies in the principles of professional conduct.
  • Reporting on new products and services or significant changes to existing ones.


For more information on the Risks Committee and its duties, please see the section on Regulations of the Board of Directors. 

Tomás Muniesa

Deputy Chairman

Tomás Muniesa born in Barcelona in 1952; He has been Deputy Chairman of CaixaBank since April 2018.

Mr. Tomás Muniesa Arantegui holds a Degree in Business Studies and a Master's Degree in Business Administration from the ESADE Business School.

He joined ‘la Caixa’ in 1976 and was appointed Deputy General Manager in 1992 and General Manager of Insurance and Asset Management of CaixaBank from 2011 until November 2018. Besides, he has been executive Deputy Chairman and CEO of VidaCaixa, from 1997 to November 2018.

Mr. Muniesa is currently Deputy Chairman of CaixaBank, VidaCaixa and SegurCaixa Adeslas. He is also member of the ESADE Foundation Board of Trustees and a board member of Allianz Portugal.

Previously, he served as the Chairman of MEFF (Sociedad Rectora de Productos Derivados) and Deputy Chairman of BME (Bolsas y Mercados Españoles), Second Deputy Chairman of UNESPA, Director and Chairman of the Audit Commission of the Insurance Compensation Consortium, Board Member of Vithas Sanidad SL and Substitute Board Member of Grupo Financiero Inbursa in Mexico.

Latest update: January 2021.

María Verónica Fisas

Director

Born in Barcelona in 1964, Verónica Fisas has served on the Board of Directors of CaixaBank since February 2016.

She holds a degree in Law and a Master in Business Administration. She joined Natura Bissé very early in her career, thus acquiring extensive knowledge of the company and of all its departments.

She has been the CEO of the Board of Directors of Natura Bissé and the General Director of the Natura Bissé Group since 2007. Since 2008, she has also been a trustee of Ricardo Fisas Natura Bissé Foundation.

In 2001, as the CEO of the United States subsidiary of Natura Bissé, she was responsible for the expansion and consolidation of the business, and obtained outstanding results in product distribution and brand positioning.

In 2009 she joined the Board of Directors of Stanpa, Asociación Nacional de Perfumería y Cosmética, becoming Chair of Stanpa in 2019 and, in turn, Chair of Fundación Stanpa.

She received the Work-Life Balance Award at the 2nd Edition of the National Awards for Women in Management in 2009, and the IWEC Award (International Women’s Entrepreneurial Challenge) for her professional career, in 2014.

In November 2017, Emprendedores magazine named Verónica Fisas as 'Executive of the Year'.

Latest update: January 2021.

Koro Usarraga

Director

Koro Usarraga Unsain (San Sebastián, 1957) has been a member of CaixaBank's Board of Directors since 2016.

She has a degree in Business Administration and a Masters in Business Management from ESADE, took the PADE (Senior Management Programme) at IESE and is a qualified chartered accountant.

She was an independent Director of NH Hotel Group from 2015 to October 2017.

She worked at Arthur Andersen for 20 years and in 1993 was appointed partner of the audit division.

In 2001 she assumed responsibility for the General Corporate Management of Occidental Hotels & Resorts, a group with significant international presence and specialising in the holiday sector. She was responsible for the finance, administration and management control departments, as well as IT and human resources.

She was General Manager of Renta Corporación, a real estate group specialising in the purchase, refurbishment and sale of properties.

She is a Director of Vocento, S.A. and has been a shareholder and Administrator of 2005 KP Inversiones, S.L. since 2005, which is engaged in investing in companies and management consultancy. She is also an Administrator of Vehicle Testing Equipment, S.L.

Latest update: January 2021.

Eduardo Javier Sanchiz

Director

Eduardo Javier Sanchiz Irazu was born in Vitoria in 1956. He has been a member of the CaixaBank Board of Directors since 2017.

He holds a degree in economics from the University of Deusto, San Sebastián campus, and a Master's Degree in Business Administration from the Instituto Empresa in Madrid.

He was CEO of Almirall from July 2011 until 30 September 2017. During this period, the company underwent a significant strategic transformation with the aim of becoming a global leader in skin treatment.

Previously, after joining Almirall in May 2004, he was Executive Director of Corporate Development and Finance and Chief Financial Officer. In both positions, Eduardo led the company's international expansion through a number of alliances with other companies, and through licensing of external products, in addition to five acquisitions of companies and product portfolios. He also coordinated the IPO process in 2007.

He has been a member of the Almirall Board of Directors since January 2005 and a member of the Dermatology Committee since its creation in 2015.

Prior to joining Almirall, he worked for 22 years (17 outside Spain) at Eli Lilly & Co, an American pharmaceutical company, in finance, marketing, sales and general management positions. He was able to live in six different countries and some of his significant positions include General Manager in Belgium, General Manager in Mexico and, in his last position in the company, Executive Officer for the business area that encompasses countries in the centre, north, east and south of Europe.

He was a member of the American Chamber of Commerce in Mexico and of the Association of Pharmaceutical Industries in a number of countries in Europe and Latin America.

He is a member of the Pierre Fabre Laboratory Strategic Committee and since May 2019 a member of the Board of Directors of this company.

Latest update: January 2021.

Natalia Aznárez

Director

Natalia Aznárez Gómez (Santa Cruz de Tenerife, 1964) became the representative of the CajaCanarias Foundation on the Board of Directors of CaixaBank in February 2017.

Degree in Business and Commercial Management from Universidad de Málaga and diploma in Business (speciality: Accounting and Finance) from Universidad de La Laguna. Former professor of Accounting and Finance at Universidad de La Laguna.

Ms. Aznárez Gómez began her professional career collaborating with General Management of REA METAL WINDOWS, to launch distribution of their products in Spain. In 1990, she joined the CajaCanarias marketing department. In 1993, Ms. Aznárez Gómez assumed leadership of the CajaCanarias individual customers segment, participating in the development of financial products and campaigns, the development and implementation of a CRM tool, and the personal banking and private banking service. She later became the head of the marketing department.

In 2008, Ms. Aznárez Gómez was named deputy director of CajaCanarias, heading up management of human resources at the bank. In 2010, she became assistant general manager of CajaCanarias. After Banca Cívica assumed all assets and liabilities of CajaCanarias, Ms. Aznárez Gómez took the helm of CajaCanarias General Management as the financial institution indirectly carrying out the financial activity. Following the entity's transformation into a banking foundation, she served as general manager until 30 June 2016.

Ms. Aznárez Gómez has actively served on several committees in the savings bank sector, including the executive committee of the Savings Bank Association for Labour Relations (Asociación de Cajas de Ahorros Para Relaciones Laborales, ACARL), the Euro6000 Marketing Committee, and the marketing committee and the human resources committee of the Spanish Confederation of Savings Banks (Confederación Española de Cajas de Ahorros, CECA). She has also held several positions at foundations.

Ms. Aznárez Gómez is currently the chair of the CajaCanarias employee pension plan control committee, the vice-chair of the Cristino de Vera Foundation, secretary of the CajaCanarias Business Learning and Development Foundation, and director of the CajaCanarias Foundation.

Latest update: January 2021.

Óscar Calderón

General Secretary and Secretary to the Board of Directors

Born in Barcelona in 1971, he has been General Secretary since 2014 and Secretary to the Board of Directors of CaixaBank since 2017.

Graduate in Law from the University of Barcelona (1994). State Lawyer (1998).

He has also been a State Lawyer in Catalonia (1999-2003). Lawyer to the General Secretary's Office of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of the ”la Caixa” Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of the “la Caixa” Banking Foundation until October 2017.

Óscar Calderón de Oya is a Trustee and Secretary to the Board of Trustees of the Museo de Arte Contemporáneo de Barcelona (MACBA) Foundation. He is also Secretary of Fundación de la Economía Aplicada (FEDEA).

Latest update: January 2021

Óscar Figueres

First Deputy Secretary to the Board of Directors

Born in Tortosa in 1981, he has been First Deputy Secretary to CaixaBank's Board of Directors since October 2017.

Holds a degree in Law from the Pompeu Fabra University in Barcelona (2003) and State Lawyer (2008).

He is currently Secretary of the Board of Directors of VidaCaixa.

He worked as a State Lawyer in Barcelona and Tarragona, responsible for the coordination, representation and defence of the State in civil, appeal, social and criminal cases. Coordinator of Legal Assistance Agreements with Corporación RTVE, the Barcelona Free Trade Association and the Tarragona Port Authority. Member of Board and Executive Committee of the Barcelona Free Trade Association. Member and Legal Counsel of the Board of Directors of the Tarragona Port Authority and Member of the Tarragona Provincial Compulsory Purchase Tribunal.

He previously worked at EY Abogados law firm.

Latest update: January 2021.

Jordi Mondéjar

Chief Risks Officer

Jordi Mondéjar (Darmstadt, 1968) has been a member of CaixaBank’s Management Committee since July 2014.

He holds a degree in Economics and Business Management (1986-1991) from the University of Barcelona, specialising in Business Economics.

He is an accounts auditor listed on the Official Register of Auditors of the Spanish Accounting and Audit Institute.

He worked at Arthur Andersen and at Cia S. Com. from 1991 through to 2000, where he specialised in financial audits at financial institutions and other regulated entities.

He joined ”la Caixa” in 2000 and has served as Head of Financial Accounting, Control and Capital.

He became the Chief Risks Officer on 22 November 2016 and thus holds overall responsibility for coordinating the management, follow-up and control of the Group's risks. The General Risks Division includes areas for comprehensively managing credit portfolios (retailer and rest), Non-Performing Loans and Restructurings, Foreclosed assets portfolio, Environmental risk management and Global Risk Management and Planning.

Member of Sareb’s Management Board and non-executive President of Building Center.

Latest update: January 2021

Full name Position Category Date of first appointment
Jordi Gual Chairman Proprietary 23 May 2019
Gonzalo Gortázar Member Executive 23 May 2019
Cristina Garmendia Member Independent 23 May 2019
María Amparo Moraleda Member Independent 23 May 2019
Óscar Calderón Secretary (non-member) - 23 May 2019
Óscar Figueres First Deputy Secretary (non-member) - 23 May 2019


The Innovation, Technology and Digital Transformation Committee will comprise a minimum of three (3) and a maximum of five (5) 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.


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 two (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.


Without prejudice to any other functions entrusted to it by the Board of Directors, the committee will exercise the main following functions:

  • Assisting the Board of Directors in identifying, monitoring and analysing new competitors, new business models, technological advances and main trends and initiatives relating to technological innovation, while studying those factors that make certain innovations more likely to succeed and increase their transformation capacity.
  • Advising the Board of Directors on the implementation of the strategic plan in aspects relating to digital transformation and technological innovation (the digital strategy) and, in particular, reporting on plans and projects designed by CaixaBank in this field, as well as any new business models, products, customer relationships, and so on, that may be developed.
  • Fostering a climate of debate and reflection to allow the Board of Directors to spot new business opportunities emerging from technological developments, as well as possible threats.
  • Supporting the Board of Directors in analysing the impact of technological innovation on market structure, the provision of financial services and customer habits. Among others aspects, the committee shall analyse the potential disruption of new technologies, the possible regulatory implications of their development, the impact in terms of cybersecurity and matters relating to protection of privacy and data usage.
  • Stimulating discussion and debate on the ethical and social implications deriving from the use of new technologies within the banking and insurance business.
  • Supporting the Risks Committee, on the latter's request, in monitoring technological risks and matters relating to cybersecurity.

Jordi Gual

Chairman

Dr. Jordi Gual was born in Lleida in 1957. Has served as Chairman of CaixaBank since 2016.

He holds a PhD in Economics (1987) from the University of California at Berkeley and is a professor of Economics at the IESE Business School and a Research Fellow at the Centre for Economic Policy Research (CEPR) in London.

He currently sits on the board of directors of Telefónica and on the Supervisory Board at Erste Group Bank. He is also Chairman of FEDEA, Vice President of Círculo de Economía and Cotec Foundation for Innovation, and he serves on the boards of CEDE Foundation, Real Instituto Elcano and Barcelona Mobile World Capital Foundation.

Prior to his appointment as Chairman of CaixaBank, he was Chief Economist and Head of Strategic Planning and Research for CaixaBank and Director-General of Planning and Strategic Development for CriteriaCaixa. Jordi Gual joined the “la Caixa” Group in 2005. He has been a member of the Board of Directors of Repsol and served as an economics advisor for the European Commission’s Directorate-General for Economic and Financial Affairs in Brussels and as a visiting professor at the University of California, Berkeley, the Université Libre de Bruxelles and the Barcelona Graduate School of Economics.

His work on banking, European integration, regulation and competition policy has been widely published.

In 2019 he was given the Insignia de Oro by the Instituto Español de Analistas Financieros, in 1999 he was awarded the research prize from the European Investment Bank and in 1979 the special award as part of his degree in Economics and Business Sciences. He has been also a Fulbright Scholar.

Latest update: January 2021.

Gonzalo Gortázar

CEO

Gonzalo Gortázar, born in Madrid in 1965, has been CEO of CaixaBank since June 2014.

Mr Gortázar holds a dual degree in Law and Business from Universidad Pontificia de Comillas (ICADE) and an MBA with distinction from the INSEAD Business School.

He is currently Chairman of VidaCaixa and board member of Banco BPI.

Mr Gortázar served as CaixaBank's Chief Financial Officer prior to being appointed CEO in June 2014. Before that, he was CEO of Criteria CaixaCorp between 2009 and June 2011. From 1993 to 2009, he worked at Morgan Stanley in London and Madrid, holding several posts in the investment banking division and leading the European Financial Institutions Group until he joined Criteria in mid-2009. Previously, he held various corporate and investment banking positions at Bank of America.

He has been First Vice-Chairman at Repsol and a board member of Grupo Financiero Inbursa, Erste Bank, SegurCaixa Adeslas, Abertis, Port Aventura and Saba.

Latest update: January 2021.

María Amparo Moraleda

Director

María Amparo Moraleda (Madrid 1964) has been a member of the Board of Directors of CaixaBank since 2014.

She graduated in Industrial Engineering from the ICAI and holds an MBA from the IESE Business School.

She is an Independent Director at several companies: Solvay, S.A. (since 2013), Airbus Group, S.E. (since 2015) and Vodafone Group (since 2017).

She is also a member of the Supervisory Board of the Spanish High Council for Scientific Research (since 2011), member of the Advisory Boards of SAP Ibérica (since 2013) and of Spencer Stuart (since 2017).

Between 2012 and 2017 she was a member of the board of directors of Faurecia, S.A. and member of the Advisory Board of KPMG Spain (since 2012).

Between January 2009 and February 2012 she was Chief Operating Officer of Iberdrola SA's International Division with responsibility for the United Kingdom and the United States. She also headed Iberdrola Engineering and Construction from January 2009 to January 2011.

She was General Manager of IBM Spain and Portugal between July 2001 and January 2009, with the area for which she was responsible extended to encompass Greece, Israel and Turkey from July 2005 to January 2009. Between June 1999 and 2001 she was assistant executive to the President of IBM Corporation. From 1998 to 2000 Ms. Moraleda was General Manager of INSA (a subsidiary of IBM Global Services). From 1995 to 1997 she was HR Director for EMEA at IBM Global Services and from 1988 to 1995 held various professional and management positions at IBM España.

She is also a member of various boards and trusts of different institutions and bodies including the Academy of Social Sciences and the Environment of Andalusia, the Board of Trustees of the MD Anderson Cancer Centre in Madrid and the International Advisory Board of the Instituto de Empresa.

In December 2015 she was named a full academic member of the Royal Academy of Economic and Financial Science.

In 2005 she was inducted into the Women in Technology International (WITI) organisation's Hall of Fame, established to recognise, honour, and promote the outstanding contributions women make to the scientific and technological communities that improve and evolve society, while her numerous distinctions include: the Values Leadership Award (FIGEVA Foundation – 2008), the Javier Benjumea Award (Engineering Association of the ICAI – 2003) and the Award for Excellence (Spanish Federation of Female Directors, Executives, Professionals and Entrepreneurs – Fedepe – 2002).

Latest update: January 2021.

Cristina Garmendia

Director

Cristina Garmendia Mendizábal was born in San Sebastian in 1962. She has been a member of the CaixaBank Board of Directors since June 2019.

She has a degree in Biological Sciences, specialising in Genetics, an MBA from the IESE Business School of the University of Navarra and a PhD in Molecular Biology from the Severo Ochoa Molecular Biology Centre of the Autonomous University of Madrid.

She is currently a Director of Compañía de Distribución Integral Logista Holdings, S.A., Mediaset, Ysios Capital and Satlantis Microsats.

In the past, she has been Executive Deputy Chair and Financial Director of the Amasua Group, President of the Association of Biotechnology Companies (ASEBIO) and member of the Governing Board of the Spanish Confederation of Business Organisations (CEOE). She has also been a member of the governing bodies of, among other companies, Science & Innovation Link Office, S.L., Naturgy Energy Group, S.A. (formerly Gas Natural, S.A.), Corporación Financiera Alba, Pelayo Mutua de Seguros and CEO of Genetrix S.L.

She has been Minister of Science and Innovation in the Spanish Government during the entire IX Legislature from April 2008 to December 2011.

She is President of the COTEC Foundation, a member of the España Constitucional, SEPI and Women for Africa Foundations, as well as a member of the Social Council of the University of Seville.

Latest update: January 2021.

Óscar Calderón

General Secretary and Secretary to the Board of Directors

Born in Barcelona in 1971, he has been General Secretary since 2014 and Secretary to the Board of Directors of CaixaBank since 2017.

Graduate in Law from the University of Barcelona (1994). State Lawyer (1998).

He has also been a State Lawyer in Catalonia (1999-2003). Lawyer to the General Secretary's Office of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona (2004) and Deputy Secretary to the Board of Directors of Inmobiliaria Colonial, S.A. (2005-2006), in addition to Secretary of the Board of Banco de Valencia (from March to July 2013) and Deputy Secretary of the Board of Directors of ”la Caixa” Caja de Ahorros y Pensiones de Barcelona until June 2014. He was also a Trustee and Deputy Secretary of the ”la Caixa” Foundation until its dissolution in 2014, as well as Secretary to the Board of Trustees of the “la Caixa” Banking Foundation until October 2017.

Óscar Calderón de Oya is a Trustee and Secretary to the Board of Trustees of the Museo de Arte Contemporáneo de Barcelona (MACBA) Foundation. He is also Secretary of Fundación de la Economía Aplicada (FEDEA).

Latest update: January 2021

Óscar Figueres

First Deputy Secretary to the Board of Directors

Born in Tortosa in 1981, he has been First Deputy Secretary to CaixaBank's Board of Directors since October 2017.

Holds a degree in Law from the Pompeu Fabra University in Barcelona (2003) and State Lawyer (2008).

He is currently Secretary of the Board of Directors of VidaCaixa.

He worked as a State Lawyer in Barcelona and Tarragona, responsible for the coordination, representation and defence of the State in civil, appeal, social and criminal cases. Coordinator of Legal Assistance Agreements with Corporación RTVE, the Barcelona Free Trade Association and the Tarragona Port Authority. Member of Board and Executive Committee of the Barcelona Free Trade Association. Member and Legal Counsel of the Board of Directors of the Tarragona Port Authority and Member of the Tarragona Provincial Compulsory Purchase Tribunal.

He previously worked at EY Abogados law firm.

Latest update: January 2021.

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