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Annual Report Bankia 2016 /

Governing bodies

BANKIA’S GOVERNANCE STRUCTURE UNDERWENT SOME CHANGES IN 2016, INCLUDING THE REPLACEMENT OF AN INDEPENDENT DIRECTOR, THE APPOINTMENT OF A NEW LEAD DIRECTOR AND THE EXTENSION OF THE REMIT OF THE APPOINTMENTS AND RESPONSIBLE MANAGEMENT COMMITTEE.


  •  Members of the board of directors of Bankia
  •  Non-director secretary of Bankia
  •  Management committee of Bankia

Bankia

Bankia’s governing bodies are:

GENERAL MEETING OF SHAREHOLDERS

The General Meeting of Shareholders is the highest decision-making body on matters assigned to it by law or the bylaws, including, among others, the appointment and removal of directors, the approval of the annual accounts, the distribution of dividends, the acquisition or disposal of core assets and the approval of the directors’ remuneration policy.

BOARD OF DIRECTORS

The Board of Directors represents the company and has the broadest powers to supervise its management, except in matters reserved to the General Meeting of Shareholders. Among other things, it approves the strategic or business plan and the annual management objectives and budget and decides general policies and strategies and corporate governance policy.

8 Independent directors / 3 Executive directors / 20 Meetings in 2016

Executive chairman


José Ignacio Goirigolzarri

CEO


José Sevilla

Members


Joaquín Ayuso García
Lead director

Antonio Ortega Parra
Executive member

Francisco Javier Campo García
Independent member

Eva Castillo Sanz
Independent member

Jorge Cosmén Menéndez-Castañedo
Independent member

José Luis Feito Higueruela
Independent member

Fernando Fernández Méndez de Andés
Independent member

Antonio Greño Hidalgo
Independent member

Álvaro Rengifo Abbad
Independent member

Miguel Crespo Rodríguez
Non-director secretary

Antonio Zafra Jiménez
Non-director vice secretary

Bankia’s Board of Directors has five committees, whose members are appointed on the basis of their suitability and taking their knowledge, aptitudes and experience and the tasks assigned to each committee into consideration.

Bankia Commissions

AUDIT AND COMPLIANCE COMMITTEE

4 Independent non-executive directors / 20 Meetings in 2016

Chairman


Antonio Greño Hidalgo

Members


Joaquín Ayuso García
Jorge Cosmen Menéndez-Castañedo
José Luis Feito Higueruela

Secretary


Miguel Crespo Rodríguez

Oversees the effectiveness of the internal control, internal audit and risk management systems, as well as the statutory financial reporting process. Makes proposals to the Board for the selection, appointment, re-election and replacement of the statutory auditors and conducts the necessary relations with them. Examines and supervises compliance with the bank’s governance and compliance rules, among other responsibilities.

APPOINTMENTS AND RESPONSIBLE MANAGEMENT COMMITTEE

4 Independent non-executive directors / 12 Meetings in 2016

Chairman


Joaquín Ayuso García

Members


Francisco Javier Campo García
Fernando Fernández Méndez de Andés
Álvaro Rengifo Abbad

Secretary


Miguel Crespo Rodríguez

Has general authority to propose and report on the appointment and removal of directors and senior managers. Assesses the competencies, knowledge, ability, diversity and experience that are needed on the Board of Directors. Defines the functions and aptitudes required of candidates to fill vacancies. Assesses the time and commitment required for directors to be able to perform their task effectively. Examines and organises the succession plan for the governing bodies. Reviews corporate social responsibility policy, strategy and practice. Assesses all aspects of the bank’s social, environmental, political and reputational risks.

REMUNERATION COMMITTEE

4 Independent non-executive directors / 9 Meetings in 2016

Chairman


Eva Castillo Sanz

Members


Joaquín Ayuso García
Jorge Cosmen Menéndez-Castañedo
Fernando Fernández Méndez de Andés

Secretary


Miguel Crespo Rodríguez

Has general authority to propose and report on directors’ and senior managers’ remuneration and other terms of their contracts. Reviews remuneration programmes, assessing their appropriateness and results. Ensures transparency in remuneration and monitors adherence to Bankia’s remuneration policy.

RISK ADVISORY COMMITTEE

3 Independent non-executive directors / 36 Meetings in 2016 

Chairman


Francisco Javier Campo García

Members


Eva Castillo Sanz
Fernando Fernández Méndez de Andés

Secretary


Miguel Crespo Rodríguez

Advises the Board of Directors on overall risk propensity and related strategy. Oversees the asset and liability pricing policy and presents risk policies to the Board of Directors. Refers the risk control and management policy to the Board through the Internal Capital Adequacy Assessment Report (ICAAP Report). Supervises the internal risk control and management function. Advises the Board on the company’s credit risk authority framework.

BOARD RISK COMMITTEE

1 Executive director and three independent non-executive directors / 3 Independent non-executive directors / 42 Meetings in 2016 

Chairman


José Sevilla Álvarez

Members


Francisco Javier Campo García
Eva Castillo Sanz
Fernando Fernández Méndez de Andés

Secretary


Miguel Crespo Rodríguez

Executive body with responsibility for approving risk-related decisions within the scope of authority delegated by the Board of Directors. Guides and administers the exercise of delegated authority by lower-ranking bodies. Approves relevant transactions and defines overall risk limits. Reports to the Board on any risks that may affect the bank’s solvency, recurring results, operations or reputation.

MANAGEMENT COMMITTEE

The Management Committee is made up of José Ignacio Goirigolzarri, chairman of Bankia; José Sevilla, CEO; Antonio Ortega, executive director and general manager of People, Organisation and Technology; Miguel Crespo, general secretary and secretary of the Board of Directors; Amalia Blanco, deputy general manager of Communication and External Relations; Fernando Sobrini, deputy general manager of Retail Banking, and Gonzalo Alcubilla, deputy general manager of Business Banking.

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