Annual Corporate Governance Report


Corporate Governance Structure


Management and Administration of the Company

At CaixaBank, the management and control functions in the Company are distributed among the Annual General Meeting, the Board of Directors, and its committees:

ANNUAL GENERAL MEETING

EXTERNAL AUDIT

BOARD OF DIRECTORS

Executive Committee
Appointments and Sustainability Committee
Risk Committee
Remuneration Committee
Innovation, Technology and Digital Transformation Committee
Resource 9
Audit and Control Committee
Resource 4 Resource 5

MANAGEMENT BODIES

CEO AND MANAGEMENT COMMITTEE

Blue arrow

Designates/

Grey arrow

Reports to/


Key indicators at 2022 year-end


Board of Directors indicators


Board at 2022 year-end - Categories of members of the CaixaBank Board of Directors

20% Proprietary directors
80% Non-proprietary directors
13% Criteria-La Caixa BF
7% BFA-FROB
13% Executive Directors
7% Other external directors
60% Independent Directors


Directors in each category, as at 31 December

ic_global

60%

Independent directors

20%

Proprietary directors

13%

Executive Directors

7%

Other External Director


In the last few years, the presence of independent directors and the gender diversity of the Board has progressively increased, and the target set in Recommendation 15 of the GCBG of having at least 40% female directors on the Board has been reached ahead of schedule as of the AGM in May 2020.


Performance in independence

70%
60%
50%
40%
30%
20%
10%
0%
50% 50% 44% 43% 60% 60%


Performance in gender diversity

02

Executive
09

Independent
03

Proprietary
01

Other external



Number of women Directors % of total Directors of each category
Financial year 2022 Financial year 2021 Financial year 2020 Financial year 2019 Financial year 2022 Financial year 2021 Financial year 2020 Financial year 2019
Executive - - - - 0.00 0.00 0.00 0.00
Proprietary 1 1 2 2 33.33 33.33 28.57 25.00
Independent 5 5 4 4 55.55 55.55 66.67 57.14
Other external - - - - 0.00 0.00 0.00 0.00
Total 6 6 6 6 40.00 40.00 42.86 37.50


Board meetings


CaixaBank's Board of Directors met 14 times in 2022.

14number of Board

meetings.

9number of meetings

of the Remuneration Committee.

0number of meetings

of the Board without the Chairman’s attendance.

13number of meetings

of the Risk Committee.

2number of meetings

of the Lead Independent Director held without the attendance of the executive directors.

22number of meetings

of the Executive Committee.

13number of meetings

of the Audit and Control Committee.

14number of meetings

attended in person by at least 80% of directors.

5number of meetings

of the Innovation, Technology and Digital Transformation Committee.

97.62%

% of in-person attendance in terms of the total votes during the year.

11number of meetings

of the Appointments and Sustainability Committee. Note: In addition, the Committee adopted resolutions in April in writing without a meeting.

9number of meetings

with in-person attendance, or proxies with specific instructions, of all the directors.



14 Number of meetings attended in person by at least 80% of directors. 97.62% % of in situ attendance in terms of the total votes during the year.
9 Number of meetings in situ or representations made with specific instructions of all directors. 97.62% Of votes issued at in situ meetings or with representations made with specific instructions out of all votes cast during the year.



Individual attendance of directors at Board meetings during 2022)

97.62%

% of votes issued at in situ meetings or with representations made with specific instructions out of all votes cast during the year.

_Individual attendance of directors at Board meetings during 2022 (*)

Attendance/no. of meetings Proxy (without voting instructions in all cases in 2022) Attendance by remote means
José Ignacio Goirigolzarri 14/14 0 0
Tomás Muniesa 14/14 0 0
Gonzalo Gortazar 14/14 0 0
John S. Reed 13/14 1 8
Joaquín Ayuso 14/14 0 2
Francisco Javier Campo 14/14 0 0
Eva Castillo 14/14 0 1
Fernando María Ulrich 13/14 1 2
María Verónica Fisas 14/14 0 2
Cristina Garmendia 14/14 0 1
María Amparo Moraleda 12/14 2 1
Eduardo Javier Sanchiz 13/14 1 2
Teresa Santero 14/14 0 1
José Serna 14/14 0 2
Koro Usarraga 14/14 0 1

* Proxies during 2022 made without voting instructions.


Distribution of the education of members of the Board of Directors

Law Economics, business Mathematics, physics, engineering, other science degrees Other university degrees
4 1 12 5


Distribution of the experience of members of the Board of Directors

12 Other (USA, Latin America)
7 In Banking / financial sector
9 Other sectors
15 Credit institutions
11 Financial markets (other)
3 Academic and research sector
6 Public Service/Relations with Regulators
15 Corporate governance (including membership on governing bodies)
12 Audit
12 Risk management/compliance
5 Innovation and Technology
3 Environment, Climate Change
14 Spain
9 Portugal
10 Rest of Europe (including European institutions)


Matrix of the CaixaBank Board of Directors 2022

José Ignacio Goirigolzarri Tomás Muniesa Gonzalo Gortazar1 John S. Reed Joaquín Ayuso Francisco Javier Campo Eva Castillo Fernando María Ulrich María Verónica Fisas Cristina Garmendia María Amparo Moraleda Eduardo Javier Sanchiz Teresa Santero José Serna Koro Usarraga
Position and category Executive Chairman Proprietary Vice-Chairman CEO Lead Independent Director Independent Independent Independent Other External Independent Independent Independent Independent Proprietary Proprietary Independent
Education Law
Business studies
Mathematics, physics, engineering, other science degrees
Other university degrees
Senior management experience (Senior management board or senior management) In Banking/Financial Sector
Other sectors
Experience in the financial sector Credit institutions
Financial markets (other)
Other experience Academic and research sector
Public Service/Relations with Regulators
Corporate governance (including membership of governing bodies)
Audit
Risk management/compliance
Innovation and Technology
Environment, Climate Change
International experience Spain
Portugal
Rest of Europe (including European institutions)
Other (USA, Latin America)
Diversity of gender, geographical origin, age Gender diversity
Nationality EN EN EN USA EN EN EN PT EN EN EN EN EN EN EN
Age 68 70 57 83 67 67 60 70 58 60 58 66 63 80 65


Details of the Company's directors

José Ignacio Goirigolzarri Tomás Muniesa Gonzalo Gortazar1 John S. Reed Joaquín Ayuso Francisco Javier Campo Eva Castillo Fernando María Ulrich María Verónica Fisas Cristina Garmendia María Amparo Moraleda Eduardo Javier Sanchiz Teresa Santero José Serna Koro Usarraga
Director category Executive Proprietary Executive Independent Independent Independent Independent Other External2 Independent Independent Independent Independent Proprietary Proprietary Independent
Position on the Board Deputy Chairman CEO Lead independent director Director Director Director Director Director Director Director Director Director Director Director Director
Date of first appointment 03/12/2020 01/01/2018 30/06/2014 03/11/2011 03/12/2020 03/12/2020 03/12/2020 03/12/2020 25/02/2016 05/04/2019 24/04/2014 21/09/2017 03/12/2020 30/06/2016 14/05/2021
Date of last appointment 03/12/2020 08/04/2022 05/04/2019 05/04/2019 03/12/2020 03/12/2020 03/12/2020 03/12/2020 22/05/2020 05/04/2019 05/04/2019 08/04/2022 03/12/2020 14/05/2021 14/05/2021
Election procedure AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution AGM resolution
Year of birth 1954 1952 1965 1939 1955 1955 1962 1952 1964 1962 1964 1956 1959 1942 1957
Mandate end date 03/12/2024 08/04/2026 05/04/2023 05/04/2023 03/12/2024 03/12/2024 03/12/2024 03/12/2024 22/05/2024 05/04/2023 05/04/2023 08/04/2026 03/12/2024 14/05/2025 14/05/2025
Nationality Spanish Spanish Spanish American Spanish Spanish Spanish Portuguese Spanish Spanish Spanish Spanish Spanish Spanish Spanish


Indicators for Board of Directors committees


Executive Committee


Distribution of committee members by category

% of executive Directors 28.57
% of proprietary directors 14.29
% of independent directors 57.14


Operation


In 2022 the Committee held twenty-two sessions, none of which were held only remotely.



No. of meetings in 20221 22
José Ignacio Goirigolzarri 22/22
Tomás Muniesa 22/22
Gonzalo Gortazar 22/22
Eva Castillo 21/22
María Verónica Fisas 22/22
María Amparo Moraleda 20/22
Koro Usarraga 22/22


1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For further information, see the Annual Corporate Governance Report.


Appointments and Sustainability Committee


Distribution of committee members by category



% of independent directors 80.00
% of other external directors 20.00


Operation


In 2022, the Committee met in 11 sessions held only remotely. In addition, a meeting of the Committee took place in writing and without a session.



No. of meetings in 20221 11
John S. Reed 11/11
Francisco Javier Campo 10/11
Fernando María Ulrich 11/11
María Amparo Moraleda2 9/11
Eduardo Javier Sanchiz 10/11


1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.

2Appointed on 17 February 2022.


For further information, see the Annual Corporate Governance Report.


Audit and Control Committee


Distribution of committee members by category

% of proprietary directors 33.33
% of independent directors 66.67


Operation


In 2022, the Committee held a total of 13 sessions. During the said year, no sessions were held only remotely.

No. of meetings in 20221 13
Koro Usarraga 13/13
Francisco Javier Campo 12/13
Cristina Garmendia 13/13
Eduardo Javier Sanchiz 12/13
Teresa Santero 13/13
José Serna 13/13


1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For further information, see the Annual Corporate Governance Report.


Remuneration Committee


Distribution of committee members by category

 

% of proprietary directors 25.00
% of independent directors 75.00


Operation


In 2022, the Committee met in 9 sessions, all of which were held only remotely except for one in-person session.



No. of meetings in 20221 9
María Amparo Moraleda 9/9
Joaquín Ayuso 9/9
Cristina Garmendia 9/9
José Serna 8/9


1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For further information, see the Annual Corporate Governance Report.


Risk Committee


Distribution of committee members by category



% of proprietary directors 16.67
% of independent directors 66.67
% of other external directors 16.67


Operation


In 2022, the Committee met in 13 sessions, one of which was held only remotely.



No. of meetings in 20221 13
Eduardo Javier Sanchiz 12/13
Joaquín Ayuso  12/13
Fernando María Ulrich  13/13
María Verónica Fisas 13/13
Tomás Muniesa 13/13
Koro Usarraga  13/13


1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For further information, see the Annual Corporate Governance Report.


Innovation, Technology and Digital Transformation Committee


Distribution of committee members by category



% of executive Directors 40.00
% of independent directors 60.00


Operation


In 2022, the Committee held a total of 5 sessions.



No. of meetings in 20221 5
José Ignacio Goirigolzarri 5/5
Gonzalo Gortazar 5/5
Eva Castillo 5/5
Cristina Garmendia 5/5
María Amparo Moraleda 5/5


1The first figure refers to the number of meetings attended by the director and the second to the number of meetings held in 2022.


For further information, see the Annual Corporate Governance Report.


Key indicators on the Auditor and its fees


Number of consecutive years PWC has been Caixabank's statutory auditor

5

Individual

5

Consolidated


Years audited by PWC out of total years audited

22%

Individual

22%

Consolidated



CaixaBank Subsidiaries Total group
Amount of non-audit work (€m) 900 288 1,188
% Amount of non-audit work / Amount of audit work 34% 8% 19%


Note: The ratio indicated (19%) has been determined for the purpose of preparing the Annual Corporate Governance Report on the basis of the audit fees for the financial year 2022. For its part, the regulatory ratio determined on the basis of the provisions of Regulation (EU) No 537/2014 of the European Parliament and of the Council on specific requirements for the statutory audit of public interest entities in Article 4(2) thereof, estimated on the basis of the average audit fees for the previous 3 financial years, amounts to 26% (see Note 35 to the consolidated financial statements).