The "key management personnel" at CaixaBank are those persons having authority and responsibility for planning, directing and controlling the activities of the Entity, directly or indirectly, including all members of the Board of Directors and Senior Management (equivalent to the Management Committee members) of CaixaBank. Given their posts, each member of key management personnel is treated as a related party.
Close relatives to 'key management personnel' are also considered related parties, understood as family members who could exercise influence, or be influenced by this person, in matters relating to the Entity, as well as the companies in which the key staff or their close relatives exercise control, joint control or significant influence, or directly or indirectly have important voting powers.
According to the Regulations of the Board of Directors, transactions between Directors and their related parties must be authorised by the Board of Directors, subject to a report by the Audit and Control Committee, except if they meet the following three conditions: i) they are governed by standard form contracts applied on an across the-board basis to a large number of clients; ii) they go through at market prices, generally set by the person supplying the goods or services; and iii) the amount of the transaction is no more than one per cent (1%) of the company's annual income. Notwithstanding the above, express authorisation by the Bank of Spain is required for the granting of loans, credits or guarantees to the "key management personnel".
The approval policy for loans to members of the Board of Directors who are employees of CaixaBank and Senior Management is governed by the provisions of the collective bargaining agreement for savings bank and financial savings institutions, as well as the internal employment regulations that implement this agreement. The breakdown of financing granted to "key management personnel and executives" is as follows:
2019 |
2018 |
2017 |
|
|---|---|---|---|
Outstanding financing |
6,964 |
8,109 |
8,941 |
Average maturity (years) |
21 |
21 |
22 |
Average interest rate (%) |
0.34 |
0.29 |
0.38 |
Financing granted in the year |
32 |
8 |
15 |
Average maturity (years) |
5 |
0 |
4 |
Average interest rate (%) |
0.65 |
5.78 |
0 (cards) |
All other loan and deposit transactions or financial services arranged by CaixaBank with "key management personnel", in addition to related party transactions, were approved under normal market conditions. Moreover, none of those transactions involved a significant amount of money. Likewise, there was no evidence of impairment to the value of the financial assets or to the guarantees or contingent commitments held with "key management personnel".
The most significant balances between the CaixaBank Group and its related parties are set out below, complementing the other balances in the notes to this report. Details are also provided of the amounts recognised in the statement of profit or loss from transactions carried out.
Significant shareholder (1) |
Associates and joint ventures |
Directors and senior management (2) |
Other related parties (3) |
Employee pension plan |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2019 |
2018 |
2017 |
2019 |
2018 |
2017 |
2019 |
2018 |
2017 |
2019 |
2018 |
2017 |
2019 |
2018 |
2017 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and advances to credit institutions |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
Loans and advances |
26 |
32 |
210 |
462 |
603 |
477 |
7 |
8 |
9 |
20 |
11 |
11 |
0 |
0 |
0 |
Mortgage loans |
25 |
31 |
114 |
|
2 |
3 |
7 |
8 |
9 |
10 |
6 |
6 |
|
|
|
Other |
1 |
1 |
96 |
462 |
601 |
474 |
|
|
|
10 |
5 |
5 |
|
|
|
Of which: valuation adjustments |
|
|
(1) |
(2) |
|
(4) |
|
|
|
|
|
|
|
|
|
Equity instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities |
8 |
|
9 |
|
|
5 |
|
|
|
|
|
|
|
|
|
Total |
34 |
32 |
219 |
490 |
603 |
482 |
7 |
8 |
9 |
20 |
11 |
11 |
0 |
0 |
0 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer deposits |
165 |
339 |
799 |
720 |
431 |
1,802 |
29 |
39 |
24 |
58 |
97 |
19 |
36 |
36 |
57 |
Debt securities issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
165 |
339 |
799 |
720 |
431 |
1,802 |
29 |
39 |
24 |
58 |
97 |
19 |
36 |
36 |
57 |
Profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
1 |
2 |
4 |
7 |
2 |
1 |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee and commission income |
1 |
|
|
205 |
211 |
192 |
|
|
|
|
|
|
|
|
|
Fee and commission expenses |
|
|
|
(13) |
|
|
|
|
|
|
|
|
|
|
|
Total |
2 |
2 |
4 |
199 |
213 |
193 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent liabilities |
1 |
2 |
9 |
56 |
25 |
107 |
|
|
|
|
|
|
|
|
|
Contingent commitments |
|
0 |
0 |
443 |
308 |
300 |
2 |
1 |
2 |
4 |
12 |
7 |
|
|
|
Assets under management (AUMs) and assets under custody (4) |
14,879 |
14,552 |
17,215 |
1,571 |
1,700 |
1,916 |
224 |
210 |
275 |
430 |
458 |
498 |
|
|
|
Total |
14,880 |
14,554 |
17,224 |
2,070 |
2,033 |
2,323 |
226 |
211 |
277 |
434 |
470 |
505 |
0 |
0 |
0 |
(1) “Significant shareholder” refers to any shareholder that is the parent of or has joint control of or significant influence over the Group, the latter term as defined in IAS 28, irrespective of its economic rights. Along these lines they solely refer to balances and operations made with ”la Caixa” Banking Foundation, CriteriaCaixa and its subsidiaries. At 31 December 2019, 2018 and 2017, CriteriaCaixa's stake in CaixaBank is 40%.
(2) Directors and Senior Management of CaixaBank.
(3) Family members and entities related to members of the Board of Directors and Senior Management of CaixaBank.
(4) Includes collective investment institutions, insurance contracts, pension funds and securities depositary.
The table below shows the main subsidiaries, joint ventures and associates, and their type of link.
Group entities
Credit institution Spain
Business support
Business activity
Development of digital projects
Management of works, maintenance, logistics and procurement
Electronic channel management
Administration back office services
Provision of IT services
Management of the data processing centres
Consumer finance and payment methods
Product marketing
Payment entity
Vehicle and equipment leasing
Consumer finance
Management of real estate
Unique real estate rental
Life insurance and pension fund management
Life insurance and pension fund management
Collective investment institution management
Management of collective investment
Management of collective investment
Credit institution Portugal
Financing of micro-credits
Traded securities issuing entity
Securitisation fund management
Management of the bank's young sector
Associates and joint ventures
Technology and IT services and projects
Payment entity
Real estate services
Non-life insurance
Insurance
Payment methods
Credit insurance
Credit institution Central Europe
NB: includes the most relevant companies contributing to the Group, excluding share-based operations (dividends) and extraordinary.
XXXNumber of employees
Subsidiaries in which CaixaBank has a direct shareholding.
Subsidiaries in which CaixaBank has an indirect shareholding.
Sociedades afectadas a vinculación
CaixaBank
FBLC + CriteriaCaixa
Naturaleza de la vinculación
CaixaBank provides the FBLC Group (including CriteriaCaixa) certain financial brokerage services, under the internal Protocol of Relationships subscribed by the parties.
Sociedades afectadas a vinculación
CaixaBank
FBLC + CriteriaCaixa
Business activity
Business support
Naturaleza de la vinculación
CaixaBank, S.A. is the parent company of the tax group for the purpose corporation tax with regard to the majority of the consolidated group's subsidiaries with a tax address in Spain. The tax group includes CriteriaCaixa and the "la Caixa" Banking Foundation, in accordance with the current legislation.
Sociedades afectadas a vinculación
CaixaBank
Business activity
Business support
Naturaleza de la vinculación
CaixaBank fully or partially brokers the financual operations of the companies under its consolidated group and finances their activities. Similarly, CaixaBank holds BPI prudential issuances in its portfolio, within the framework of the management of the Group's joint liquidity.
Sociedades afectadas a vinculación
CaixaBank
Business activity
Naturaleza de la vinculación
CaixaBank receives fees for the services of its subsidiaries and associates marketed via its network in Spain.
Sociedades afectadas a vinculación
Banco BPI
BPI Vida e Pensõe
BPI Gestão de Activos
Companhia de Seguros Allianz Portugal
Unicre
Cosec
Naturaleza de la vinculación
BPI receives fees for the services marketed via its network in Portugal. Similarly it fully or partially brokers the financial operations of these companies and finances their activities.
Sociedades afectadas a vinculación
IT Now
Silk Aplicaciones
FBLC + CriteriaCaixa
Business activity
Naturaleza de la vinculación
IT Now (joint venture between the Group andIBM) provides to Silk Aplicaciones technological and IT development services. In turn, Silk Aplicaciones provides computer services to the FBLC Group (including CriteriaCaixa) and to the rest the CaixaBank Group's subsidiaries.
Sociedades afectadas a vinculación
CaixaBank Business Intelligence
CaixaBank Digital Business
CaixaBank
Naturaleza de la vinculación
CaixaBank Business Intelligence and CaixaBank Digital Business provide CaixaBank with digital project development services and digital channel management services, respectively.
Sociedades afectadas a vinculación
CaixaBank Operational Services
CaixaBank Facilities Management
FBLC + CriteriaCaixa
CaixaBank
Business activity
Business support
Naturaleza de la vinculación
CaixaBank Operational Services and CaixaBank Facilities Management provide the companies of the identified group, administrative back-office services and works management, maintenance, logistics and procurement services, respectively.
Sociedades afectadas a vinculación
VidaCaixa
CaixaBank
Naturaleza de la vinculación
CaixaBank has outsourced certain employee commitments to VidaCaixa.
Sociedades afectadas a vinculación
Silc immoble
CaixaBank
Naturaleza de la vinculación
Silc immobles maintains the real state and carries out maintenance on the data processing centres, which are leased to CaixaBank.
Sociedades afectadas a vinculación
Building Center
CaixaBank
Business activity
Business support
Naturaleza de la vinculación
BuildingCenter is the owner of real estate that is leased to subsidiaries of the Group and it receives rental income through said real estate.
similarly, Building Center provides management services on certain CaixaBank assets for which it receives a fee.
Sociedades afectadas a vinculación
Coral Homes + Servihabitat
Building Center
CaixaBank
Naturaleza de la vinculación
Servihabitat undertakes the servicing of the BuildingCenter property portfolio. Similarly, Servihabitat receives marketing fees for sales through its real estate channels owned by BuildingCenter and CaixaBank.
Transactions between Group companies form part of the normal course of business and are carried out at arm's length.
The most significant operations carried out in 2019, 2018 and 2017 between group companies, in addition or complementary to those mentioned in the above notes in this report, are as follows:
On 31 January 2019, the CaixaBank Board of Directors, the sole shareholder both of CaixaBank Consumer Finance and CaixaBank Payments, unanimously agreed to conduct a corporate reorganisation with the purpose of centralising the group's activity to issue and manage cards, provide payment services and provide consumer credit.
The reorganisation entailed the merger through absorption of CaixaBank Payments (as the absorbed company) by CaixaBank Consumer (as the absorbing company), through the en bloc conveyance of the former to the benefit of the latter, which consequently acquired, through universal succession, of the rights and obligations of the Absorbed Company and the dissolution without liquidation of the Absorbed Company.
The company resulting from this merger was renamed CaixaBank Payments & Consumer E.F.C., E.P., S.A (hereinafter, 'CaixaBank Payments & Consumer'). The merger deed was recorded in the Mercantile Register of Madrid on 25 July 2019.
As a result of this merger, the following restructuring of the business scope was carried out, with no impact on the Group's balance sheet or statement of profit or loss:
The operation, signed in December 2017, to dispose of the Banco BPI merchant processing business (point of sale) to Comercia Global Payments was closed in August 2018, registering a profit of EUR 58 million under "Gains/(losses) on derecognition of non-financial assets, net" of the accompanying consolidated income statement.
On 23 November 2017, CaixaBank Asset Management signed an agreement to acquire from Banco BPI all the share capital of the companies BPI Gestão de Activos, Sociedade Gestora de Fundos de Investimento, and BPI Global Investment Fund Management Company for EUR 75 million and EUR 8 million, respectively.
On 23 November 2017, VidaCaixa signed an agreement to acquire from Banco BPI all the share capital of BPI Vida e Pensões, Companhia de Seguros, for a price of EUR 135 million.
The most relevant operations of 2019, 2018 and 2017 with the significant shareholder, in addition to those mentioned in the previous notes of this report, are as follows:
On 31 December 2019, 2018 and 2017, CriteriaCaixa holds derivatives with CaixaBank to cover the interest rates of bilateral banking loans, for a nominal value of EUR 846, 1,100 and 1,100 million, respectively. The fair value of this derivative at 31 December 2019, 2018 and 2017 was EUR 10, 13 and 11 million, respectively.
The sale to the “la Caixa” Banking Foundation of two residential plots and one equipment plot owned by CaixaBank was formalised on 7 October 2019. The sale price was EUR 12.1 million, with the sale generating a profit of EUR 5.8 million.
The 'la Caixa' Banking Foundation, CriteriaCaixa and CaixaBank have an Internal Protocol on Relations available on the CaixaBank website, last updated in 2018, which governs the mechanisms and criteria of relations between CaixaBank and the 'la Caixa' Banking Foundation and CriteriaCaixa, particularly in the following areas: i) management of related operations, establishing mechanisms to avoid conflicts of interest; and ii) regulation of the information flows needed to fulfil reporting obligations in terms of trading and supervision.
The last amendment to the Internal Protocol on Relations was a result of the decision of the European Central Bank's Governing Council, of 26 September 2017, to stop supervising CriteriaCaixa, as the group headed by CaixaBank is the obliged party. As a result, Criteria Caixa was no longer considered a mixed portfolio financial company, having fulfilled the conditions established by the ECB for the deconsolidation for prudential purposes of CriteriaCaixa in CaixaBank.
