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Report BFA - Bankia 2015 / Corporate governanceGovernance model

Bankia follows regulators’ corporate governance recommendations, especially ensuring independent directors sit on its Board of Directors.


  • COMPOSITION OF THE BOARD OF DIRECTORS
    11 MEMBERS
  • MEETINGS OF THE BOARD OF DIRECTORS IN 2015
    18
  • BOARD MEMBER TERM OF OFFICE
    4 YEARS*
  • EVALUATION OF THE BOARD OF DIRECTORS
    ANNUAL

*Except serving directors: 6 years.

General Meeting of Shareholders

It is the highest decision-making body regarding the matters within its authority given to it by law or the Bylaws, such as appointment and removal of directors, approval of the annual accounts, distribution of dividends, acquisition or disposal of assets, approval of Board remuneration policies, among others.

Board of Directors

It is the body representing the bank. It has the broadest authority for its administration, except as to matters reserved to the General Meeting of Shareholders. Among its powers are approval of the strategic or business plan and management objectives and annual budgets, as well as investment, financing, corporate social responsibility and dividend policy

The Bankia Board of Directors has five committees, the members of which are appointed based on their suitability vis-à-vis their knowledge, skills and experience, and the duties of each committee. 

Board of Directors

  • INDEPENDENT NON-EXECUTIVE DIRECTORS
    8
  • EXECUTIVE DIRECTORS
    3
  • MEETINGS IN 2015
    18
  • José Ignacio Goirigolzarri Tellaeche 
    Executive chairman 
  • José Sevilla Álvarez
    Chief Executive Officer
  • Alfredo Lafita Pardo
    Lead (independent) director
  • Antonio Ortega Parra
    Executive director
  • Joaquín Ayuso García
    Independent non-executive director
  • Francisco Javier Campo García
    Independent non-executive director
  • Eva Castillo Sanz
    Independent non-executive director
  • Jorge Cosmen Menéndez-Castañedo
    Independent non-executive director
  • José Luis Feito Higueruela
    Independent non-executive director
  • Fernando Fernández Méndez de Andés
    Independent non-executive director
  • Álvaro Rengifo Abbad
    Independent non-executive director
  • Miguel Crespo Rodríguez
    Non-director secretary
  • Antonio Zafra Jiménez
    Non-director vice secretary

Audit and compliance committee

  • INDEPENDENT NON-EXECUTIVE DIRECTORS
    4
  • MEETINGS IN 2015
    16
  • Alfredo Lafita Pardo
    Chairperson 
  • Joaquín Ayuso García
  • Jorge Cosmen Menéndez-Castañedo
  • José Luis Feito Higueruela
  • Miguel Crespo Rodríguez
    Secretary

It monitors the effectiveness of internal control, internal audit, regulatory compliance and risk management systems, as well as the process of preparation and filing of mandatory financial information. It proposes the appointment, re-election and replacement of the external auditors and engages appropriately with them. It assesses compliance with the regulations of the governing bodies and the Bylaws, among other responsibilities.

Appointments Committee

  • INDEPENDENT NON-EXECUTIVE DIRECTORS
    4
  • METTINGS IN 2015
    10
  • Joaquín Ayuso García
    Chairperson
  • Francisco Javier Campo García
  • Alfredo Lafita Pardo
  • Álvaro Rengifo Abbad
  • Miguel Crespo Rodríguez
    Secretary

It has general authority to propose and report on the appointment and removal of directors and senior managers. It evaluates the necessary competencies, ability, diversity and experience in the Board of Directors. It defines the functions and skills needed by candidates to fill vacancies. It evaluates the time and dedication needed to effectively perform duties. It examines and organises succession plans in the governing bodies.

remuneration committee

  • INDEPENDENT NON-EXECUTIVE DIRECTORS
    4
  • MEETINGS IN 2015
    10
  • Eva Castillo Sanz
    Chairperson
  • Joaquín Ayuso García
  • Jorge Cosmen Menéndez-Castañedo
  • Alfredo Lafita Pardo
  • Miguel Crespo Rodríguez
    Secretary

It avails of general proposal-making and reporting powers on matters relating to the remuneration and other contractual terms and conditions of directors and senior officers. It reviews the remuneration programmes, considering their appropriateness and outcomes. It ensures transparency on remuneration, and verifies that the bank’s remuneration policy is adhered to.

Risk Advisory committee

  • INDEPENDENT NON-EXECUTIVE DIRECTORS
    3
  • MEETINGS IN 2015
    36
  • Francisco Javier Campo García
    Chairperson
  • Eva Castillo Sanz
  • Fernando Fernández Méndez de Andés
  • Miguel Crespo Rodríguez
    Secretary

It advises the Board of Directors on the institution’s general risk appetite and strategy. It oversees the pricing policy, and presents risk policies and proposes to the Board the bank’s and group’s risk control and management policy through the Internal Capital Adequacy Assessment Report (ICAAR). It supervises the internal risk control and management function, and proposes to the Board the credit risk approval hierarchy

Board Risk Committee

  • INDEPENDENT NON-EXECUTIVE DIRECTORS
    3
  • EXECUTIVE DIRECTOR
    1
  • MEETINGS IN 2015
    35
  • José Sevilla Álvarez
    Chairperson
  • Francisco Javier Campo García
  • Eva Castillo Sanz
  • Fernando Fernández Méndez de Andés 
  • Miguel Crespo Rodríguez
    Secretary

It has operational authority and, therefore, may adopt the corresponding decisions within the scope of authority delegated by the Board. It is also responsible for guiding and administering powers conferred on lesser bodies. It approves material transactions and establishes global risk limits. It also reports to the Board of Directors on risks that may affect the bank’s capital adequacy, recurring results, operations or reputation.

Comité de dirección

The members of the Management Committee are 1 José Ignacio Goirigolzarri, Bankia’s chairman; 2 José Sevilla, chief executive officer; 3 Antonio Ortega, executive director and general director of People, Organisation and Technology; 4 Miguel Crespo, secretary of the Board of Directors; 5 Amalia Blanco, deputy general director of Communications and External Relations; 6 Fernando Sobrini, deputy general director of Retail Banking, and 7 Gonzalo Alcubilla, deputy general director of Business Banking.

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