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Annual Report on the Remuneration of directors
Remuneration policy
Structure of the Remuneration Policy of the Board of Directors
CaixaBank establishes the Remuneration Policy of its Directors based on its general remuneration principles, and strives for a position in the market that lets it attract and retain the talent needed to achieve results that guarantee long-term value creation and sustainability.
Market practices are periodically analysed, and salary surveys and specific, ad-hoc studies are conducted by specialised, top-tier companies, where the reference samples are a group of European entities comparable to CaixaBank and the IBEX 35 companies. Similarly, for certain issues, the company relies on advice from outside experts.
The last modification of the Remuneration Policy of Directors was subjected to a binding vote of the AGM on 22 March 2024, where it was approved by 76.49% of the votes.
The nature of the remuneration components received by members of the Company's Board are described below:
Directors
The By-laws state that the remuneration of CaixaBank directors must consist of a fixed annual amount subject to a maximum limit or cap to be determined at the General Shareholders' Meeting. This maximum amount will remain in force until the General Meeting agrees to change it. Therefore, the remuneration of directors acting in their capacity as such comprises fixed components only.
Non-executive directors (those with no executive duties) have a merely organic relationship with CaixaBank and as a result, they do not have contracts with it for the exercise of their duties, nor do they receive any type of payment at the conclusion of their term as directors.
Executive Position
(applicable to the Chairman and to the CEO)
In relation to members of the Board with executive functions, the By-laws recognise a remuneration for their executive duties in addition to their position as directors.
Therefore, the remuneration components for those duties are structured accordingly in light of the prevailing economic climate and the Company's earnings and results, and include the following:
- Fixed remuneration according to the employee’s level of responsibility and professional career, constituting a significant part of the total compensation.
- Variable remuneration tied to the achievement of previously-established annual and long-term targets and prudent risk management.
- Pensions and other social benefits.
The nature of the remuneration components received by Executive Directors is described below:
Fixed component
The Executive Directors' fixed remuneration is determined mostly by their level of responsibility and experience, combined with a market approach based on salary surveys and specific ad hoc studies. These salary surveys and specific ad hoc studies in which CaixaBank participates are conducted by top tier companies, where the comparable sample is group of European financial institutions comparable to CaixaBank and the IBEX 35 companies.
Variable component
Variable remuneration package with multi-year metrics.
Executive Directors may be eligible for a variable, risk-adjusted remuneration based on a measurement of performance. This performance measurement involves ex-ante and ex-post adjustments to the remuneration as a way to adjust the risk.
This package is based solely on meeting corporate targets. To measure the performance and evaluate the results, annual factors are used with quantitative (financial) and qualitative (non-financial) corporate criteria, and multi-year factors that adjust, as a reduction mechanism, the payment of the deferred portion subject to multi-year factors.
In keeping with the goal of a reasonable and prudent balance between the fixed and variable components of remuneration, the amounts of the fixed remuneration of Executive Directors are sufficient, and the variable remuneration with multi-year metrics as a percentage of the fixed annual remuneration, considering it combines both the short- and long-term variable remuneration, does not exceed 100%.
In line with our responsible management model, of the items described previously, 30% of the variable, annual and long-term remuneration of the President and the CEO is linked to ESG factors, such as quality, conduct and compliance targets, and the mobilisation of sustainable finances. Similarly, in the adjustment with multi-year metrics, 25% is associated with the challenge to mobilise long-term sustainable financing.
Metrics of Annual Factors
The corporate challenges, with a weighting of 100%, are set annually by the Board at the suggestion of the Remuneration Committee, with a degree of achievement in the range of 80% - 120%, and whose determination is based on the following items related with the strategic objectives:
| Objectifiable Item | Weighting | Strategic Line |
| ROTE (Return on Tangible Equity) | 20% | Growth of the Business, developing the best value proposition for our customers. |
| Recurring cost-to-income ratio | 20% | Growth of the Business, developing the best value proposition for our customers. |
| Change in non-performing assets | 10% | Growth of the Business, developing the best value proposition for our customers. |
| RAF (Risk Appetite Framework) | 20% | Growth of the Business, developing the best value proposition for our customers. |
| Quality | 10% | Operate with an efficient service model that is maximally tailored to customer preferences. |
| Market shares | 10% | Growth of the Business, developing the best value proposition for our customers |
| Sustainability (mobilisation of sustainable finances) | 10% | Sustainability - leaders in Europe. |
| Compliance Adjustment | Up to -5% | Sustainability – leaders in Europe. |
Metrics on Multi-Year Factors
Associated with the multi-year metrics will be scales on the degree of compliance, such that if the targets set for each one of them over the three-year measurement period are not met, they may reduce the deferred portion of the variable remuneration pending payment, but never increase it.
| Objectifiable Item | Weighting | Strategic Line |
| CET1 | 25% | Growth of the Business, developing the best value proposition for our customers. |
| TSR (Average of the index EUROSTOXX Banks - Gross Return) | 25% | Growth of the Business, developing the best value proposition for our customers. |
| Multi-year ROTE | 25% | Growth of the Business, developing the best value proposition for our customers. |
| Sustainability (mobilisation of sustainable finances) | 25% | Sustainability - leaders in Europe. |
Contributions to long-term saving systems
Executive Directors may be eligible for a specific pension system whose effect is equivalent to that of the complementary welfare scheme. They may involve a defined contribution for retirement, disability and death contingencies, and they may also be eligible for defined coverage benefits for disability and death contingencies.
15% of the negotiated contributions to complementary welfare schemes will be regarded as the target amount (the remaining 85% is considered a fixed component). This amount is determined following the same principles as those established for the variable remuneration in the form of a bonus, determined solely by individual evaluation parameters, and is the result of a payment to a Discretionary Pension Benefits Policy.
The CEO has negotiated in his contract prearranged contributions to pension and saving systems.
Similarly, the President has insurance coverage for death and permanent, total, absolute and severe disability.
Structure of the Remuneration Policy of the Board of Directors
CaixaBank establishes the Remuneration Policy of its Directors based on its general remuneration principles, and strives for a position in the market that lets it attract and retain the talent needed to achieve results that guarantee long-term value creation and sustainability.
Market practices are periodically analysed, and salary surveys and specific, ad-hoc studies are conducted by specialised, top-tier companies, to establish references in the financial sector where CaixaBank and comparable IBEX 35 companies operate. Similarly, for certain issues, the company relies on advice from outside experts.
The new Remuneration Policy of Directors was subjected to a binding vote of the AGM on 31 March 2023, where it was approved by 76.56% of the votes.
The nature of the remuneration components received by members of the Company's Board are described below:
Directors
The By-laws state that the remuneration of CaixaBank directors must consist of a fixed annual amount subject to a maximum limit or cap to be determined at the General Shareholders' Meeting. This maximum amount will remain in force until the General Meeting agrees to change it. Therefore, the remuneration of directors acting in their capacity as such comprises fixed components only.
Non-executive directors (those with no executive duties) have a merely organic relationship with CaixaBank and as a result, they do not have contracts with it for the exercise of their duties, nor do they receive any type of payment at the conclusion of their term as directors.
Executive Position
(applicable to the Chairman and to the CEO)
In relation to members of the Board with executive functions, the By-laws recognise a remuneration for their executive duties in addition to their position as directors.
Therefore, the remuneration components for those duties are structured accordingly in light of the prevailing economic climate and the Company's earnings and results, and include the following:
- Fixed remuneration according to the employee’s level of responsibility and professional career, constituting a significant part of the total compensation.
- Variable remuneration linked to the achievement of pre-defined annual and multi-year objectives and to prudent risk management.
- Company benefits.
The nature of the remuneration components received by Executive Directors is described below:
Fixed component
The Executive Directors' fixed remuneration is determined mostly by their level of responsibility and experience, combined with a market approach based on salary surveys and specific ad hoc studies. These salary surveys and specific ad hoc studies in which CaixaBank participates are conducted by top tier companies, based on a comparable sample of financial institutions operating in the markets in which CaixaBank is present and a sample of comparable IBEX 35 companies.
Variable component
Variable remuneration package with multi-year metrics.
Executive Directors may be eligible for a variable, risk-adjusted remuneration based on a measurement of performance. This performance measurement involves ex-ante and ex-post adjustments to the remuneration as a way to adjust the risk.
This package is based solely on meeting corporate targets. To measure the performance and evaluate the results, annual factors are used with quantitative (financial) and qualitative (non-financial) corporate criteria, and multi-year factors that adjust, as a reduction mechanism, the payment of the deferred portion subject to multi-year factors.
In keeping with the goal of a reasonable and prudent balance between the fixed and variable components of remuneration, the amounts of the fixed remuneration of Executive Directors are sufficient, and the variable remuneration with multi-year metrics as a percentage of the fixed annual remuneration, considering it combines both the short- and long-term variable remuneration, does not exceed 100%.
In line with our responsible management model, of the items described previously, 30% of the variable, annual and long-term remuneration of the President and the CEO is linked to ESG factors, such as quality, conduct and compliance targets, and the mobilisation of sustainable finances. Similarly, in the adjustment with multi-year metrics, 25% is associated with the challenge to mobilise long-term sustainable financing.
Metrics of Annual Factors
The corporate challenges, with a weighting of 100%, are set annually by the Board at the suggestion of the Remuneration Committee, with a degree of achievement in the range of 80% - 120%, and whose determination is based on the following items related with the strategic objectives:
| Objectifiable Item | Weighting | Strategic Line |
| ROTE (Return on Tangible Equity) | 20% | Growth of the Business, developing the best value proposition for our customers. |
| CER (Core Efficiency Ratio) | 20% | Growth of the Business, developing the best value proposition for our customers. |
| Change in non-performing assets | 10% | Growth of the Business, developing the best value proposition for our customers. |
| RAF (Risk Appetite Framework) | 20% | Growth of the Business, developing the best value proposition for our customers. |
| Quality | 10% | Operate with an efficient service model that is maximally tailored to customer preferences. |
| Compliance | 10% | Operate with an efficient service model that is maximally tailored to customer preferences. |
| Sustainability (mobilisation of sustainable finances) | 10% | Sustainability - leaders in Europe. |
Metrics on Multi-Year Factors
Associated with the multi-year metrics will be scales on the degree of compliance, such that if the targets set for each one of them over the three-year measurement period are not met, they may reduce the deferred portion of the variable remuneration pending payment, but never increase it.
| Objectifiable Item | Weighting | Strategic Line |
| CET1 | 25% | Growth of the Business, developing the best value proposition for our customers. |
| TSR (Average of the index EUROSTOXX Banks - Gross Return) | 25% | Growth of the Business, developing the best value proposition for our customers. |
| Multi-year ROTE | 25% | Growth of the Business, developing the best value proposition for our customers. |
| Sustainability (mobilisation of sustainable finances) | 25% | Sustainability - leaders in Europe. |
Contributions to long-term saving systems
Executive Directors may be eligible for a specific pension system whose effect is equivalent to that of the complementary welfare scheme. They may involve a defined contribution for retirement, disability and death contingencies, and they may also be eligible for defined coverage benefits for disability and death contingencies.
15% of the negotiated contributions to complementary welfare schemes will be regarded as the target amount (the remaining 85% is considered a fixed component). This amount is determined following the same principles as those established for the variable remuneration in the form of a bonus, determined solely by individual evaluation parameters, and is the result of a payment to a Discretionary Pension Benefits Policy.
The CEO has negotiated in his contract prearranged contributions to pension and saving systems.
Similarly, the President has insurance coverage for death and permanent, total, absolute and severe disability.
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Amendment of the Director remuneration policy 2020-2022 approved at the AGM on May 14, 2021 (Article 529 Novodecies of the Spanish Capital Enterprises Act) (PDF, 282 kB) |
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Voting results on the AGM held on May 14, 2021 (PDF, 525 kB) - Available in Spanish |
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Amendment of the Director remuneration policy 2020-2022 approved at the AGM on May 14, 2021 (Article 529 Novodecies of the Spanish Capital Enterprises Act) (PDF, 282 kB) |
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Voting results on the AGM held on May 14, 2021 (PDF, 525 kB) - Available in Spanish |
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Director remuneration policy (2020-2022) approved at the AGM on May 22, 2020 (PDF, 638 kB) |
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Voting results on the AGM held on May 22, 2020 (PDF, 989 kB) |
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