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EXPERIENCE AND INDEPENDENCE ARE TWO OF THE QUALITIES THAT DETERMINE THE SUITABILITY OF BANKIA DIRECTORS, WHO ARE ASSESSED PERIODICALLY.

ASSESSMENT

The chairman of the Board of Directors organises and coordinates the assessment of the Board’s performance with the chairs of the Audit and Compliance Committee and the Appointments and Responsible Management Committee.

Once a year, under the supervision of the lead director, the Board of Directors assesses the performance of its chairman, based on a report submitted by the Appointments and Responsible Management Committee.

The suitability of each member of the Board of Directors (and of the Board’s secretary) – who must be persons of acknowledged business and professional standing, have the knowledge and experience needed to perform their duties and be in a position to exercise good governance of the company – is also subject to an annual assessment.

TRAINING AND INFORMATION

Bankia has a training programme to expand and update directors’ knowledge of economic and corporate matters. The content of this programme is adapted each year according to each director’s needs, regulatory requirements and international best practices.

The content of the training given during 2018 included:

  • Implementation of IFRS 9. Main aspects.
  • Business Banking.
  • Capital Markets.
  • Corporate Banking.
  • Multichannel Business.
  • Management Information System.
  • Prevention of money laundering and the financing of terrorism.
  • Main business lines of the Murcia and Alicante Regional Head Office.
  • Implementation of IFRS 9. Main aspects.
  • Business Banking.
  • Capital Markets.
  • Corporate Banking.
  • Multichannel Business.
  • Management Information System.
  • Prevention of money laundering and the financing of terrorism.
  • Main business lines of the Murcia and Alicante Regional Head Office.

Directors regularly receive the latest economic and financial news, as well as updates on responsible management, technological innovation and banking regulations.

CONFLICTS OF INTEREST

Detecting and managing potential conflicts of interest is one of Bankia’s priorities in corporate governance. For that purpose, it has various information and decision mechanisms, including the following:

  • Directors must take the necessary steps to avoid situations in which their interests, whether for their own account or on behalf of others, conflict with the interests of the company and their duties to the company. They must carry out their duties in accordance with the principle of personal responsibility, exercising their own judgment, independently of any instructions from or ties to third parties.
  • All directors must make an initial statement of offices and activities at the time of assuming the post. This statement must be updated immediately if the stated circumstances change or new circumstances arise.
  • All directors must make an initial statement of potential conflicts at the time of assuming the post. This statement must be updated immediately if the stated circumstances change or new circumstances arise.

Bankia’s conflicts of interest policy sets out the general principles that apply in this matter, in line with the internal rules on conflicts of interest. The internal framework is made up of:

  • Bankia General Meeting of Shareholders Regulations.
  • Bankia Board of Directors Regulations.
  • Audit and Compliance Committee Regulations.
  • Bankia Group Corporate Governance and Organisational Structure Policy.
  • Internal Rules of Conduct in the Securities Markets.
  • Bankia Group Code of Ethics and Conduct.

COMPETENCY MATRIX

Directors competency matrix
  José Ignacio Goirigolzarri José Sevilla Antonio Ortega Carlos Egea Joaquín Ayuso Fco. Javier Campo Eva Castillo Jorge Cosmen José Luis Feito Fernando Fernández Laura González Antonio Greño
Status Executive Executive Executive Executive Independent Independent Independent Independent Independent Independent Independent Independent
Number of years on Bankia’s Board 6 6 4 1 6 6 6 6 6 6   2
Committee membership - (5) - - (2) (3) (4) (6) (1) (2) (3) (6) (2) (4) (5) (6) (3) (1) (1) (4) (5) (2) (3) (1) (4) (6)
Other directorships (A) (B) (A) (A) (C) - (D) (E) (F) (G)   (F) (H) (I) (J)   (K) (L) (M) (N)
Prior experience
Senior management experience in banks and financial institutions          
Senior management experience in other (non-financial) sectors  
Areas of experience/competence
Credit institutions  
Financial markets  
Risk management          
Auditing / Accounting  
Strategic consulting            
Legal / Regulatory framework          
Public sector                    
Technology sector              
Tourism / Transport                  
Industry        
Consumer goods / Distribution                    
Real estate                      
Teaching / Research            

* At its meeting on 25 February 2019 the Board of Directors agreed on changes to the following committees: Appointments and Responsible Management, Remuneration, Board Risk, Risk Advisory and Audit and Compliance.

(1) Audit and Compliance *
(2) Appointments and Responsible Management *
(3) Remuneration *
(4) Risk Advisory *
(5)  Board Risk *
(6) Bankia-BMN Merger Monitoring and Oversight (abolished in January 2018)

(A) BFA, Tenedora de Acciones, S.A.U.
(B) Confederación Española de Cajas de Ahorros
(C) Cecabank, S.A.
(D) Ferrovial, S.A.
(E) Autopista del Sol, Concesionaria Española, S.A.
(F) National Express Group, Plc.
(G) Meliá Hotels International, S.A.
(H) General Tecnica Industrial, S.L.U.

(I) Quintorge, S.L.
(J) Red Eléctrica Corporación, S.A.
(K) Acerinox, S.A.
(L) Grupo Ezentis, S.A.
(M) Viscofan, S.A.
(N) Liberty Seguros, Compañía de Seguros y Reaseguros, S.A.

SELECTION AND SUCCESSION PLAN

Bankia has a policy on the Selection, Diversity, Suitability, Integration and Training of Directors and Senior Managers and a senior management succession plan in line with regulatory requirements, the regulators’ recommendations and corporate governance best practice.

The policy on the Selection, Diversity, Suitability, Integration and Training of Directors and Senior Managers is approved by the Board of Directors at the proposal of the Appointments and Responsible Management Committee.

Its purpose is to ensure that directors meet the requirements of integrity, knowledge, experience, compatibility and time commitment to be able to provide independent, professional oversight.

Proposals for the appointment or re-election of directors must be based on an analysis of the Board’s needs, taking gender diversity, academic and professional qualifications, age and geographical origin into account, without any implicit biases that could entail discrimination.

The Senior Management Succession Plan (which includes the chairman and CEO, members of the Management Committee and corporate general managers) is analysed by the Appointments and Responsible Management Committee. Among other things, it is designed to identify candidates, detect gaps and create development and career plans to ensure that successors are properly prepared to take on responsibility when the time comes.

BOARD REMUNERATION

The remuneration policy for members of Bankia’s Board of Directors and senior management is based on various principles, including customer orientation, gender equality and a proper balance of remuneration components.

The remuneration comprises a fixed part, based on the person’s job and any functional or personal supplements, and a variable part.

The directors’ remuneration policy is approved in the General Meeting of Shareholders at the proposal of the Board of Directors.

The fixed remuneration of the bank’s executive directors must not exceed 500,000 euros per year and their variable remuneration is limited to a maximum of 60% of their annual fixed remuneration.

The purpose of this policy is to create incentives for the sustainable achievement of the bank’s strategic objectives. It is also intended to align the remuneration system with the recommendations of supervisory bodies and to favour shareholders’ interests and prudent risk management.

The variable remuneration system for executive directors has certain safeguards for accrual and disbursement.

The variable remuneration only accrues if it is sustainable in light of Bankia’s overall situation and if it is justified based on the bank’s results. Additionally, the supervisor must expressly authorise the amount, accrual and payment of this remuneration.

The other directors who do not perform executive functions receive a maximum annual fixed remuneration of 100,000 euros and no variable remuneration.

Bankia’s directors do not receive any additional amount in the form of attendance fees or remuneration for membership of Board committees. Thus, in 2018 Bankia’s chairman, José Ignacio Goirigolzarri, received a fixed salary of 500,000 euros, the same amount as the previous year. José Sevilla and Antonio Ortega received the same fixed remuneration of 500,000 euros.

These three executive directors earned variable remuneration of 300,000 euros each, which they will start to receive in 2022 and will finish receiving in 2024. Half of this amount will be paid in cash and the other 50%, in Bankia shares. The shares that are delivered will be retained for one year after delivery.

Carlos Egea received fixed remuneration of 232,000 euros during 2018 and no variable remuneration, in accordance with his contract.

In all, Bankia’s Board of Directors received 3.35 million euros in 2018. The remuneration received by the Group’s senior management amounted to 2.93 million euros.

BOARD OF DIRECTORS REMUNERATION 2018
Name Salary Fixed remuneraction Short-term variable remuneration (3) Long-term variable remuneration (4) Remuneration for membership of Board committees Indemnities Total 2018
D. José Ignacio Goirigolzarri Tellaeche 500 - 228 72 - - 800
D. José Sevilla Álvarez 500 - 236 64 - - 800
D. Antonio Ortega Parra 500 - 235 65 - - 800
D. Carlos Egea Krauel (1) 203 29 - - - - 232
D. Joaquín Ayuso García - 100 - - - - 100
D. Francisco Javier Campo García - 100 - - - - 100
DEva Castillo Sanz - 100 - - - - 100
D. Jorge Cosmen Menéndez-Castañedo - 100 - - - - 100
D. José Luis Feito Higueruela - 100 - - - - 100
D. Fernando Fernández Méndez de Andés - 100 - - - - 100
D. Antonio Greño Hidalgo - 100 - - - - 100
DLaura González Molero (2) - 15 - - - - 15

Figures in thousands of euros.

(1) Mr. Egea was appointed a director of Bankia, in the “other non-executive” category, by resolution of the General Meeting of Shareholders held on 14/09/2017 and the appointment was entered in the register of officers and directors on 12/01/2018, with total remuneration of 100,000 euros per annum. Subsequently, he was appointed executive director and his contract as executive director came into effect on 27 April 2018, with total remuneration of 300,000 euros per annum. The amounts shown in the table relate to the period from 1 January to 26 April 2018 as non-executive director and from 27 April to 31 December as executive director.
(2) Ms. González was appointed director on 6 November 2018, with total remuneration of 100,000 euros per annum. The amounts shown in the table relate to the period from 6 November to 31 December 2018.
(3) The figure for the annual variable remuneration earned by Messrs. Goirigolzarri, Sevilla and Ortega in 2018 is awaiting the authorisations and approvals required under applicable law.
(4) The figure for the long-term variable remuneration enarned by Messrs. Goirigolzarri, Sevilla and Ortega in 2018 is awaiting final assessment and the authorisations and approvals required under applicable law.

SENIOR MANAGEMENT REMUNERATION 2018
  Short-term remuneration (1) Long-term remuneration (2) Post-employment benefits (3) Termination benefits Total 2018(4)
Senior Management 2,535 260 135 - 2,930

Figures in thousands of euros
(1) Includes the target amount of annual variable remuneration for 2018 of the five members of the Management Committee, amounting to 719 thousand euros, though awaiting final assessment and approval.
(2) The target amount of long-term variable remuneration for 2018 of the five members of the Management Committee is 350,000 euros, although together with the annual variable remuneration it must not exceed 60% of the fixed remuneration. The amount of long-term variable remuneration accrued in 2018 is awaiting final assessment and the authorisations and approvals required under applicable law.
(3) Relates to the contributions made for pensions and life insurance premiums.
(4) The remuneration of Mr. Cánovas relates to the period from 07/05/2018, when his appointment was registered in the register of officers and directors, to 31/12/2018.

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