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.

Further progress was made in 2017 on, inter alia, the implementation of best corporate-governance practices, with an increase in the number of independent directors and the appointment of a lead director, with the following duties: to chair the Board of Directors in the absence of the Chairman or Deputy Chairmen, if any; give voice to the concerns of independent directors; maintain contact with investors and shareholders to hear their views, especially with regard to the Company’s corporate governance; and coordinate the succession plan for the Chairman.

Modifications were also made to the by-laws and the Regulations of the Board of Directors, limiting the number of proprietary directors who can represent the same shareholder (without prejudice to the right of representation) and enhancing the role of independent directors. The latter was achieved by increasing the number of independent directors on the Board committees and prohibiting the participation of proprietary directors who represent the same shareholder in proposals for, and appointments of, independent directors.

Board of Directors

The Board of Directors is the highest decision making body, except for matters reserved for the annual general 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

At 31 December 2017

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 57 of the recommendations and partially compliant with 4, as follows:

• Recommendation 5, as the 2016 Annual General Meeting authorised the Board to issue shares with no pre-emptive rights, excluding the limit of not exceeding 20% of share capital.
• 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 it is considered best practice.
• Recommendation 31, because CaixaBank does not differentiate between members of the Board of Directors in its requirements for including new items on the agenda for its meetings.
• It should be noted that one of the recommendations is not complied with as it is not yet applicable, as the bank is the only listed company in the CaixaBank Group in Spain. However, there is another listed company in the CaixaBank Group, the shares of which are listed in Portugal (i.e. Banco BPI, S.A. with which CaixaBank has signed an Internal Protocol Governing Relations). 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. This is 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 2017