9.1
At the Ordinary Annual General Meeting of CaixaBank held on 22 May 2020, the remuneration policy for the Board of Directors was approved for 2020-2022, in accordance with the remuneration scheme set out in the Articles of Association and in the Regulations of the Board of Directors, as well as the provisions of the Corporate Enterprises Act and Act 10/2014, of 26 June, on the organisation, supervision and capital adequacy of credit institutions. The content of the remunerations policy is deemed to be without prejudice to the Chief Executive Officer's waiver of his variable remuneration package corresponding to 2020.
Article 34 of CaixaBank's By-laws stipulates that the position of Director shall be remunerated and that this remuneration shall consist of a fixed annual sum with a maximum amount determined by the Annual General Meeting and which shall remain in force until the General Meeting agrees to modify it. This maximum amount shall be used to remunerate all the Directors in their condition as such and shall be distributed as deemed appropriate by the Board of Directors, following the proposal of the Remuneration Committee, both in terms of remuneration to members, especially the Chairman, who receives additional fixed remuneration for carrying out his duties, and according to the duties and position of each member and to the positions they hold in the various Committees. Likewise, in conformance with the agreement and subject to the limits determined by the Annual General Meeting, Directors may be remunerated with Company shares or shares in another publicly traded Group company, options or other share-based instruments or of remuneration referenced to the value of the shares.
Non-executive Directors maintain an organic relationship with CaixaBank and consequently do not have contracts established with the Company for exercising their functions or do not have any type of recognized payment for the termination of the Director position; it only consists of fixed components.
Executive Directors carrying out executive duties are entitled to receive remuneration for these duties, which may be either a fixed amount, a complementary variable amount, incentive schemes, and benefits, which may include pension plans and insurance and, where appropriate, social security payments. In the event of departure of the CEO not caused by a breach of their functions, they may be entitled to compensation.
In addition, given the enormous practical issues involving an individual policy, Executive Directors are covered by the civil liability policy for Directors and executives of the Group to cover any third-party liabilities they may incur when carrying out their duties.
Details of remuneration and other benefits received by the members of the Board of Directors of CaixaBank for their membership in that body in those years are as follows:
FIXED COMPONENTS | VARIABLE COMPONENTS | LONG-TERM SAVINGS SYSTEM | OTHER ITEMS (5) | ||||||||||||
POSITION | SALARY | REMUNERATION FOR BOARD MEMBERSHIP | REMUNERATION FOR MEMBERSHIP ON BOARD COMMITTEES | REMUNERATION FOR POSITIONS HELD AT GROUP COMPANIES * | REMUNERATION FOR MEMBERSHIP ON COMMITTEES OUTSIDE THE GROUP (6) | VARIABLE REMUNERATION IN CASH | SHARE-BASED REMUNERATION SCHEMES (7) | TOTAL 2020 | TOTAL 2019 | TOTAL 2018 | |||||
Gual, Jordi | Chairman | 1,090 | 60 | 232 | 1,382 | 1,385 | 1,503 | ||||||||
Muniesa, Tomás (1) | Deputy Chairman | 90 | 81 | 435 | 14 | 620 | 586 | 1,027 | |||||||
Gortázar, Gonzalo ** | CEO | 1,561 | 90 | 50 | 560 | 511 | 64 | 2,836 | 3,762 | 3,547 | |||||
Reed, John S. | Lead Director | 113 | 36 | 149 | 126 | 123 | |||||||||
Armenter, Marcelino (3) | 23 | 8 | 31 | 62 | |||||||||||
Bassons, Maria Teresa | Director | 90 | 30 | 120 | 120 | 123 | |||||||||
Fisas, M. Verónica | Director | 90 | 93 | 183 | 162 | 140 | |||||||||
Fundación CajaCanarias, represented by Ms. Natalia Aznarez Gómez | Director | 90 | 50 | 140 | 140 | 136 | |||||||||
García-Bragado, Alejandro | Director | 90 | 30 | 120 | 120 | 118 | |||||||||
Garmendia, Cristina (3) | Director | 90 | 79 | 169 | 61 | ||||||||||
Garralda, Ignacio | Director | 90 | 90 | 103 | 136 | ||||||||||
Ibarz, Javier (2) | 0 | 55 | 217 | ||||||||||||
Minc, Alain (2) | 0 | 47 | 180 | ||||||||||||
Moraleda, María Amparo | Director | 90 | 116 | 206 | 194 | 183 | |||||||||
Rosell, Juan (2) | 0 | 48 | 190 | ||||||||||||
Sáinz de Vicuña, Antonio (2) | 0 | 52 | 203 | ||||||||||||
Sanchiz, Eduardo Javier | Director | 90 | 128 | 218 | 197 | 182 | |||||||||
Serna, José | Director | 90 | 50 | 140 | 140 | 140 | |||||||||
Usarraga, Koro | Director | 90 | 141 | 231 | 197 | 186 | |||||||||
Vives, Francesc Xavier (4) | 50 | 31 | 81 | 200 | 178 | ||||||||||
TOTAL | 1,561 | 2,356 | 983 | 995 | 246 | 0 | 0 | 511 | 64 | 6,716 | 7,757 | 8,512 |
(*) Registered in the income statement of the respective companies.
(**) In 2020 and 2019 only Gonzalo Gortázar has practiced executive duties.
(1) Tomás Muniesa was appointed Deputy Chairman on 26 Aril 2018. From that date until 22 November 2018 he was Executive Deputy Chairman, at which point he was appointed Proprietary Deputy Chairman.
(2) Alain Minc, Juan Rosell, Antonio Sáinz de Vicuña and Javier Ibarz ceased to be directors in 2019.
(3) Marcelino Armenter and Cristina Garmendia were appointed as directors on 5 April 2019. Marcelino Armenter stood down from his position on 2 April 2020.
(4) The appointment of Francesc Xavier Vives as Coordinating Director was not renewed in 2020, after his mandate ended.
(5) Includes remuneration in kind (health and life insurance premiums paid in favour of Executive Directors), interest accrued on deferred variable remuneration in cash, other insurance premiums paid and other benefits.
(6) Remuneration received for representing the Company on Boards of Directors of listed companies and others in which the Company has a presence, outside of the consolidated group and which are recorded in the statements of profit or loss of the respective companies.
(7) The Chief Executive Officer has decided to voluntarily waive his variable remuneration corresponding to 2020, both as regards the yearly bonus, as well as participation in the yearly Long-Term Incentives Plan corresponding to 2020 (see Note 1.8). EUR 170 thousand of Financial instruments corresponding to the provisional incentive of the 1st cycle of the Conditional Annual Incentive linked to the Strategic Plan 2019–2021 was included in 2019.
CaixaBank does not have any pension obligations with former or current members of the Board of Directors in their capacity as such.
9.2
The breakdown and details of remuneration received by Senior Management of the Group are as follows:
2020 | 2019 | 2018 | ||
Salary (1) | 7,267 | 9,288 | 8,698 | |
Post-employment benefits (2) | 1,820 | 1,576 | 1,313 | |
Other long-term benefits | 251 | 125 | 96 | |
Other positions in Group companies | 1,010 | 1,173 | 423 | |
TOTAL | 10,348 | 12,162 | 10,530 | |
Remuneration received for representing the bank on Boards of Directors of listed companies and others in which the bank has a presence, outside of the consolidated group (3) | 156 | 132 | 98 | |
TOTAL REMUNERATION | 10,504 | 12,294 | 10,628 | |
Composition of Senior Management | 11 | 11 | 10 | |
General Managers | 3 | 3 | 3 | |
Deputy General Managers | - | - | 1 | |
Executive Managers | 7 | 7 | 5 | |
General Secretary and Secretary to the Board of Directors | 1 | 1 | 1 |
(1) This amount includes fixed remuneration, remuneration in kind and total variable remuneration received by members of the Senior Management. In 2019, the variable remuneration corresponds to the objective annual bonus accrued in cash and shares of the financial year, including the deferred part, plus the provisional incentive corresponding to the first cycle of the share-based long-term variable remuneration plan. In April 2020, Senior Management announced its withdrawal from variable remuneration for 2020, both with respect to the annual bonus and its participation in the second cycle of the 2020 long-term incentives plan (see Note 1.8).
(2) Includes insurance premiums and discretionary pension benefits.
(3) Registered in the income statement of the respective companies.
All the contracts of Senior Management members and the CEO have post-contractual non-competition commitments of one annual payment of their fixed components (payable in 12 monthly payments) and indemnity clauses equivalent to one annual payment of the fixed components, or the amount payable by law, whichever is higher.
The Chief Executive Officer has an indemnity clause of 1 annual payment of the fixed remuneration components. For the members of the Senior Management, there are 7 for which the indemnity to which they are legally entitled is higher than 1 annuity and for the 4 remaining members, the indemnity to which they are legally entitled is still less than one year of their salary.
The value of obligations accrued as defined contribution post-employment commitments with Executive Directors and Senior Management are as follows:
31/12/2020 | 31/12/2019 | 31/12/2018 | |
Post-employment commitments | 16,523 | 15,130 | 15,904 |
9.3
Article 30 of the Regulations of the Board of Directors of CaixaBank governs the situations of conflict applicable to all directors, establishing that the director must avoid situations that could entail a conflict of interest between the Company and the Director or its related persons, adopting the measures necessary in this regard.
Directors bear certain obligations in their duty to avoid situations of conflicts of interest, such as: i) directly or indirectly carrying out transactions with CaixaBank unless they are ordinary operations, carried out under standard conditions for all customers and of little significance; ii) using the Company name or relying on their status as director of the Company to unduly influence private transactions; iii) making use of the Company’s assets or availing themselves of their position at the Company to obtain an economic advantage or for any private purposes; iv) taking advantage of the company's business opportunities; v) obtaining advantages or remuneration from third parties other than the Company and its group in association with the performance of their duties, with the exception of mere courtesies; and vi) performing activities on their own behalf or via third parties that constitute direct, actual or potential competition with the company or which, by any other means, put them in a position of permanent conflict with the interests of CaixaBank.
The aforementioned obligations may be waived in one-off cases, in some cases require the approval by the General Meeting.
The Regulations of the Board of Directors are publicly available on the CaixaBank website (www.caixabank.com).
In any case, the advisers must notify the CaixaBank Board of Directors of any situation of conflict – direct or indirect, that the directors or persons related to them may be involved in – with the interests of the Group, which will be subject to reporting in the financial statements, as established in article 229.3 of the Corporate Enterprises Act.
During 2020, no director has notified any situation that places them in a conflict of interest with the Group. However, on the following occasions, directors abstained from intervening and voting in the deliberation of issues in sessions of the Board of Directors:
DIRECTOR | CONFLICT |
Tomás Muniesa (Deputy Chairman) | - Abstention from the deliberation and voting on the resolution regarding appointment as member of the Risk Committee. |
Gonzalo Gortázar (CEO) | - Abstention from the deliberation and voting on the resolution regarding compliance with the 2019 individual and corporate objectives. |
- Abstention from the deliberation and voting on the resolution regarding remuneration corresponding to 2020. | |
- Abstention from the deliberation and voting on the resolution regarding the 2020 challenges. | |
Fundación CajaCanarias (represented by Natalia Aznárez) | - Abstention from the deliberation and voting on the resolution regarding the extension of financing to a related party. |
Natalia Aznárez (representative of the director of Fundación CajaCanarias) | - Abstention from the deliberation and voting on the resolution regarding the extension of financing to a related party. |
María Verónica Fisas | - Abstention from the deliberation and voting on the agreements regarding their proposed re-election as member of the Board of Directors. |
- Abstention from the deliberation and voting on the resolution regarding her appointment as member of the Executive Committee. | |
- Abstention from the deliberation and voting on the resolution regarding appointment as member of the Risk Committee. | |
Cristina Garmendia | - Abstention from the deliberation and voting on the resolution regarding her appointment as member of the Remuneration Committee. |
- Abstention from the deliberation and voting on the resolution regarding their appointment as member of the Audit and Control Committee. | |
Ignacio Garralda | - Abstention from the deliberation and voting on the resolution regarding the extension of financing to a related party. |
-Absence in the presentation of matters regarding the Bankia banking-insurance agreements, within the framework of the merger of CaixaBank with Bankia. | |
John S. Reed | - Abstention from the deliberation and voting on the resolution regarding his appointment as lead director. |
Eduardo Javier Sanchiz | - Abstention from the deliberation and voting on the resolution regarding his appointment as member of the Appointments Committee. |
Koro Usarraga | - Abstention from the deliberation and voting on the resolution regarding their appointment as member of the Executive Committee. |
- Abstention from the deliberation and voting on the resolution regarding the extension of financing to a related party. |
The other directors with appointments in force during 2020 (in other words, the Chairman, Jordi Gual and the members María Teresa Bassons, Alejandro García-Bragado, María Amparo Moraleda, José Serna, Marcelino Armenter and Xavier Vives) have declared that they have had no situation of conflict with the company's interests, be it direct or indirect, proprietary interests, or the interests of the people linked to them, during the period of their mandate in 2020.
The Internal Rules of Conduct on Matters relating to the Stock Market regulates conflicts of interest, establishing the obligation to inform Regulatory Compliance of any conflict of interest affecting the director of his or her related parties.
There is no family relationship between the members of the CaixaBank Board of Directors and the group of key personnel comprising CaixaBank's Senior Management.
Specifically, article 229.1f) of the Corporate Enterprises Act establishes that Board members may not carry out for their own account or the account of other activities which actually or potentially constitute effective competition with those carried out by the Company or which, in any other way, permanently conflict with the Company's interests. Article 230 of the Corporate Enterprises Act stipulates that this prohibition can be lifted if the Company is not expected to incur damages or it is expected that it will be indemnified for an amount equal to the benefits expected to be obtained from the exemption. Express and separate approval of the exemption must be obtained from shareholders at the Annual General Meeting.
In this regard, Ignacio Garralda Ruiz de Velasco was appointed proprietary director at the Annual General Meeting of 6 April 2017, representing the shareholder Mutua Madrileña Automovilista, Sociedad de Seguros a Prima Fija (“Mutua Madrileña”). Mr Garralda is Chairman and CEO of Mutua Madrileña, the parent of a business group which, much like CaixaBank Group, operates in numerous sectors of the insurance universe, with a presence also in pension fund management, investment fund management and the real estate business. Both entities maintain their strategic alliance through SegurCaixa Adeslas, a company owned by Mutual Madrileña (50%) and CaixaBank Group (49.92%) and engaged in the exclusive development, marketing, sale and distribution of general insurance products in Spain, this despite the fact that Mutual Madrileña competes with SegurCaixa Adeslas in all insurance sectors except Health. This situation is expressly addressed in the Shareholders' Agreement signed by both companies.
In view of the scant relevance of the level of competition between both groups in the insurance, pension fund and investment fund management, and real estate business sectors and of the advantages that Mr Garralda would contribute to the CaixaBank Board of Directors arising from his long-standing experience and qualifications, in addition to facilitating greater development of the current strategic alliance between both groups, a motion was laid before the Annual General Meeting of 6 April 2017 agreeing to exempt Ignacio Garralda Ruiz de Velasco from the non-compete obligation set out in article 229.1 f) of the Spanish Corporate Enterprises Act, and allowing him, within the framework provided, to hold office and discharge functions at companies belonging to the group at which Mutua Madrileña is the parent and in direct and indirect investee companies of Mutua Madrileña that arise from the interest or the discharge of functions in Mutua Madrileña. Within the scope of the exemption, the Board of Directors approved a specific protocol to ensure that CaixaBank is not exposed to any damage as a result of Ignacio Garralda Ruiz de Velasco's new status as board member, which remains in force to date. The company has not been informed about any circumstances that could result in a greater relevance of the level of competition between CaixaBank Group and Mutua Madrileña Group in the insurance sector, the management of pension funds and investment funds and the real estate business, nor of any other activity carried out by Mutua Madrileña Group that could affect CaixaBank Group.
9.4
At year-end, the (direct and indirect) voting rights held by "key management personnel" in the share capital of the Group are as follows:
% OF SHARES CARRYING VOTING RIGHTS | % OF TOTAL VOTING RIGHTS | |||
DIRECT | INDIRECT | |||
Jordi Gual Solé | 0.002 | 0.002 | ||
Tomás Muniesa Arantegui | 0.005 | 0.005 | ||
Gonzalo Gortázar Rotaeche | 0.019 | 0.019 | ||
Caja Canarias Foundation | 0.639 | 0.639 | ||
TOTAL | 0.665 | 0.665 |
(*) % calculated on issued capital at 31 December 2020.
% OF SHARES CARRYING VOTING RIGHTS | % OF TOTAL VOTING RIGHTS | |||
DIRECT | INDIRECT | |||
Juan Antonio Alcaraz García | 0.001 | 0.001 | ||
Iñaki Badiola Gómez | 0.001 | 0.001 | ||
Óscar Calderón de Oya | 0.001 | 0.001 | ||
Francesc Xavier Coll Escursell | 0.002 | 0.002 | ||
Jordi Mondéjar López | 0.002 | 0.002 | ||
Javier Pano Riera | 0.002 | 0.002 | ||
TOTAL | 0.009 | 0.009 |
(*) % calculated on issued capital at 31 December 2020.