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Report BFA - Bankia 2015 / Corporate governanceDirectors

Through the Appointments Committee, the Board of Directors evaluates the competencies, knowledge, capacity, diversity and experience required of this body, and sets a target for the number of Board positions occupied by the minority gender group.


  • EVALUATION OF SUITABILITY OF BOARD MEMBERS
    ANNUAL
  • ALL BOARD MEMBERS HAVE RECEIVED TRAINING ON
    SOCIAL AND ECONOMIC MATTERS
  • COMPLETE, CLEAR AND UNDERSTANDABLE INFORMATION ON
    THE BOARD REMUNERATION POLICY

Evaluation and training of directors

The Chairman of the Board of Directors organises and coordinates regular evaluations of Board members with the chairperson of the Audit and Compliance Committee and the chairperson of the Appointments Committee. These evaluations are performed by an independent expert selected from among leading firms in the market.

Once a year, under the guidance of the lead director, the Board of Directors also evaluates the Chairman’s performance, based on a prior report from the Appointments Committee.

Bankia carries out an evaluation of the suitability of the members of the Board of Directors, considering that members must be individuals with a track record of commercial and professional repute, and suitable knowledge and experience to perform their duties, and be in a position to properly govern the bank, without overlooking the suitability of the Board of Directors taken as a whole. Failure to satisfy these requirements will be grounds for removal of a director.

On the other hand, the entity has an ongoing training programme to broaden the knowledge of members of the Board of Directors regarding economic and social matters. The content thereof is adapted on an annual basis in accordance with the needs of the directors, regulatory requirements and recommendations related to best international practices.

CONTENT OF TRAINING PROVIDED 

  • Investment products and instruments.
  • Business intelligence.
  • Labour market: workforce size and working conditions.
  • Talent management.
  • International trade.
  • IT security.
  • Risks: Supervisory review and evaluation (SREP).
  • Risks: Pillar II.
  • Risks: Asset allocation.

Remuneration

Each year, the Board of Directors approves the director remuneration policy. This policy is put before the General Meeting of Shareholders and submitted to an advisory vote as a separate point on the agenda. The report includes complete, clear and comprehensible information on the approved policy for the year in progress, as well as any policy planned for future years.

Nevertheless, given the current circumstances of the bank, which has public financial support, the limitations on remuneration established by law are applicable.

The remuneration of Board members not performing executive duties, for example, is capped at a maximum of 100,000 euros per annum for all components of their pay. Moreover, no consideration is paid by way of per diems for attending meetings of the Board or the standing committees.

Executive director remuneration is capped at 500,000 euros per annum for all categories, including compensation from within the group, while their variable remuneration cannot exceed 60% of this amount.

Executive directors received fixed remuneration of 500,000 euros last year, after waiving collection of variable remuneration, and independent non-executive directors, 100,000 euros 

As proposed by the Remuneration Committee, Bankia’s Board of Directors has identified targets that must be met for entitlement to variable remuneration, giving priority to fulfilment of the Restructuring Plan and defining the parameters for adjusting the types of risks affecting the institution’s risk profile, taking into account the cost of capital and liquidity required.

Express approval is required from the Bank of Spain before variable remuneration can be paid, which if approved, will be settled three years after it is accrued, pursuant to prevailing rules. 

Based on all of the foregoing, the distribution of remuneration among the members of the Board of Directors (see attached table) was the same as in 2014: executive directors received 500,000 euros, after waiving collection of variable remuneration, and independent nonexecutive directors, 100,000 euros.

REMUNERATION OF THE BOARD OF DIRECTORS
name  Salary FIxed   Variable1 Other2 PSC Per diems Total
 Goirigolzarri Tellaeche, José Ignacio  498 0 0 2 0 0 500
 Sevilla Álvarez, José  495 0 0 5 0 0 500
 Ortega Parra, Antonio 500 0 0 0 0 0 500
 Ayuso García, Joaquín 100 0 0 0 0 100
 Campo García, Francisco Javier 100 0 0 0 0 100
 Castillo Sanz, Eva 100 0 0 0 0 100
 Cosmen Menéndez-Castañedo, Jorge 0 100 0 0 0 0 100
 Feito Higueruela, José Luis 0 100 0 0 0 0 100
 Fernández Méndez de Andés, Fernando 0 100 0 0 0 0 100
 Lafita Pardo, Alfredo 0 100 0 0 0 0 100
 Rengifo Abbad, Álvaro 0 100 0 0 0 0 100
Directors total  1,493 800 0 7 0 0 2,300

Figures in thousands of euros.

REMUNERATION OF MANAGEMENT COMMITTEE
  FIXED VARIABLE3 OTHER2 PSC pER DIEMS TOTAL
Total  1,525 678 47 99 0 2,349

Figures in thousands of euros. Does not include the three executive directors
(1) The target amount of variable remuneration for 2015 for the three executive directors was 250,000 euros each. The executive directors waived their entitlement to variable remuneration for 2015.
(2) Corresponds to remuneration in kind for 2015.

Conflicts of interest

The detection and management of potential conflicts of interest is one of the priorities of the corporate governance policy. To that end, the bank has various reporting and decision-making mechanisms, the most notable of which are as follows:

  • The directors must report to the Board any direct or indirect conflicts of interest they or their related parties may have with Bankia. Also, they must refrain from attending and participating in deliberations regarding matters directly or indirectly affecting them personally or their related persons.
  • Board members must take the necessary measures to avoid situations in which their interests – either on their own account or someone else’s – can be in conflict with the bank’s interests and their duties towards it. They must also perform their duties under the principle of personal responsibility, freely using their judgment or criteria and independence regarding third party instruments and relationships.
  • All directors must make a first declaration of potential conflicts upon becoming a director. The declaration must be updated immediately in the event of any change in the circumstances declared, or the appearance of new circumstances.

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