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The model

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THE CORPORATE GOVERNANCE SYSTEM IS DESIGNED TO SERVE THE CORPORATE INTERESTS OF SHAREHOLDERS.

BANKIA HAS A CORPORATE GOVERNANCE SYSTEM THAT HAS BEEN APPROVED BY THE BOARD OF DIRECTORS AND THAT IS BASED ON THE GROUP’S CORPORATE VALUES IN MATTERS OF BUSINESS ETHICS AND CORPORATE SOCIAL RESPONSIBILITY, NAMELY, INTEGRITY, PROFESSIONALISM, COMMITMENT, PROXIMITY AND ACHIEVEMENT ORIENTATION.

The model rests on the principles of good governance set forth in Bankia’s Corporate Governance and Organisational Structure Policy, as approved by the Board of Directors, and is based on the recommendations of the CNMV’s Code of Good Governance for Listed Companies.

The Corporate Governance System comprises the corporate documents, the internal rules and procedures of conduct, and corporate policies. Its purpose is to serve the corporate interest, understood as the interest common to all the shareholders of a company that is oriented to the profitable and sustainable pursuit of its corporate purpose and the creation of value in the long term.

CORPORATE DOCUMENTS

Bylaws

The Bylaws establish the bank’s fundamental rules and principles of organisation and operation. They are implemented through two sets of regulations: the General Meeting Regulations and the Board of Directors Regulations.

INTERNAL RULES OF CONDUCT

The Group also has other internal procedures and rules of conduct that meet legal or regulatory requirements or implement good governance recommendations. They include:

  • Code of Ethics and Conduct. This sets out the commitments and guiding principles for directors, senior managers and the rest of the employees and regulates their relations with one another and with other stakeholders.
  • Internal Rules of Conduct in the Securities Markets. These set out the bank’s obligations as a listed company. They state the rules on market abuse and conflict of interest management, among other things.

CORPORATE POLICIES

The corporate policies lay down the guidelines that govern the governing bodies and the functions, activities and processes of the group. The main corporate policies are:

  • Bankia Group Corporate Governance and Organisational Structure Policy. This defines the main corporate governance issues and provides general guidelines for the group’s organisation through its various subsidiaries and the configuration of their respective governing bodies. 
  • Policy on Information, Communication and Contacts with shareholders, institutional investors and proxy advisors. This sets out the principles that will ensure ongoing dialogue with stakeholders. The aim is to build stable relationships of trust and promote transparency.
  • Director Selection Policy and Senior Manager Selection and Appointment Policy. These two policies establish the criteria that should be taken into account in selection processes and promote the necessary diversity of knowledge, experience and gender in Board composition.
  • Directors and Senior Management Remuneration Policy. This sets out the principles of the remuneration system in accordance with the laws and regulations on solvency and capital companies.
  • Risk Control and Management Policies. These address the systems for controlling and managing the different types of risk, both financial and non-financial (including social, environmental, corporate governance, reputational and tax risks).
  • Investment and Financing Policy. This sets out guidelines on Bankia’s approach to investment and financing.
  • Responsible Management Policy. This promotes the integration of social, environmental and corporate governance criteria in management, with the aim of creating value for the different stakeholder groups.
  • Dividend Policy. This sets out the principles that must govern the Board of Directors’ decisions on shareholder remuneration.
  • Treasury Shares Policy. This set out the rules on transactions in the company’s own shares.
  • Conflicts of Interest Policy. This specifies procedures to prevent conflicts of interest among shareholders, members of the Board of Directors and Senior Management, employees, suppliers, customers and third parties.

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