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.

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.

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.

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.

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.

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.

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.

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Corporate governance and remuneration policy

Committees of Directors

Head of Risk Management