CaixaBank strives to be a benchmark in corporate governance, as set out in its 2015-2018 Strategic Plan. It therefore considers transparency and the adoption of best practices to safeguard the interests, and maintain the trust, of all its stakeholders to be essential.

The objective of the governance system is to ensure the healthy and prudent management of the Group. CaixaBank’s management and control is borne by the shareholders at the Annual General Meeting, the Board of Directors and its Committees.

CaixaBank continued bolstering its corporate governance in 2016, by increasing the number of independent directors. Following modifications to the merger agreement between CaixaBank and Banca Cívica, the number of representatives of the Foundations on the bank’s Board has fallen to one (the Caja Navarra Banking Foundation resigned on 27 October).

It is planned to appoint a lead director among the independent directors. This lead independent director will have wide-ranging powers, including relationships with shareholders with regard to corporate governance issues, pursuant to the commitments made by CriteriaCaixa to the European Central Bank for the deconsolidation of CaixaBank for prudential purposes.

Board of Directors

The Board of Directors is the highest decision making body, except for matters reserved for the General Shareholders’ Meeting. It ensures that the Group: complies with prevailing legislation; complies with its obligations and agreements in good faith; respects customs and best practices in the sectors and territories where it is active; and observes the additional social responsibility principles it has voluntarily undertaken.

Board of Directors

Directors at 31 December 2016¹

Best good governance practices

One of CaixaBank’s strategic priorities is to set a benchmark through its corporate governance practices.

It is compliant with all applicable regulations in this regard, and voluntarily complies with most of the 64 recommendations in the CNMV’s Good Governance Code for listed companies. Specifically, it is fully compliant with 55 recommendations, and partially compliant with:

• Recommendation 5, as the 2015 Annual General Meeting authorised the Board to issue shares with no pre-emptive rights, excluding the limit of not exceeding 20% of share capital. This authorisation has not been used.
• Recommendation 10, given that the rules for voting on a possible draft resolution at the Annual General Meeting submitted by shareholders are not the same as for proposals submitted by the Board.
• Recommendation 27, because proxies for voting at Board meetings, when applicable, are granted without specific instructions, as this is considered best practice.
• Recommendation 31, because CaixaBank does not differentiate between Board members when establishing requirements to include a new proposal on the agenda for its meetings.
• Recommendation 36, given that the self-assessment of the Board does not individually evaluate the performance of each director.

It should be noted that two of the recommendations are not applicable, given that only the bank itself has listed shares in the CaixaBank Group and there is no Lead Director. With regard to the final two recommendations, 13 and 62: CaixaBank is not compliant with recommendation 13 because it has more than the suggested number of directors, for historical reasons, because of its nature and due to regulatory requirements. And recommendation 62, because shares delivered to executive directors as part of an annual bonus are withheld for 12 months, with no further requirement following this period.

MANAGEMENT COMMITTEE

At 31 December 2016