Corporate Governance and remuneration policy

Committees of Directors

Committee on Innovation

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.

Members:

Name Position Nature Date of 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 Non-director Secretary - 23 May 2019
Óscar Figueres First Deputy Secretary (non-director) - 23 May 2019