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Progress in corporate governance

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BANKIA CONTINUOUSLY REVIEWS ITS CORPORATE GOVERNANCE MODEL IN LIGHT OF INTERNATIONAL BEST PRACTICE.

Bankia is constantly reviewing and improving its corporate governance model in line with regulatory and supervisory requirements and in accordance with international best practices. The main changes agreed and implemented during 2018 were as follows:

APPOINTMENTS TO THE BOARD OF DIRECTORS

In January 2018, as a result of the merger between Bankia and BMN, Carlos Egea Krauel joined the Bankia Board of Directors in the category of “non-executive director” and was subsequently appointed as an executive director.

On 25 October 2018, once the necessary regulatory authorisations had been obtained, the Board of Directors co-opted Laura González Molero onto the board as an independent director to fill a vacancy resulting from a retirement in 2017. This decision confirms the importance of diversity in the composition of the bank’s Board of Directors, given the bank’s commitment to increase the proportion of women on its board to at least 30% by 2020.

After these appointments, the Board of Directors is made up of 12 directors, eight of whom are independent non-executive directors and four, executive directors. Laura González Molero was also appointed a member of the Appointments and Responsible Management Committee.

Bankia ensures that the members of the Board of Directors are suitable to perform their duties.

SELECTION POLICY

In 2018, at the proposal of the Appointments and Responsible Management Committee, the Board of Directors approved the Policy on the Selection, Diversity, Suitability, Integration and Training of Directors and General Managers or similar and other key post holders. This policy sets out the principles, criteria and main outlines of the procedures for the suitability assessment of the bank’s directors and officers, in particular the selection, diversity, integration and training processes for directors.

One of the policy’s core principles is that Bankia must ensure that directors are suitable and that as a group they have the knowledge, competencies and experience required in order to perform their duties. It also requires the bank to foster diversity of nationalities, gender, knowledge and experience, so as to enrich decision making and provide contrasting viewpoints.

Accordingly, the bodies responsible for Bankia’s director selection process must ensure that the selection procedures avoid any implicit biases that may entail discrimination, aiming for diversity among board members.

In particular, the Board of Directors and the Appointments and Responsible Management Committee must ensure that the principle of diversity and non-discrimination in academic and professional background, gender, age and geographic origin is respected at all times.

AMENDMENTS TO REGULATIONS

At its meeting on 25 January 2018, after the merger with BMN was completed, the company’s Board of Directors agreed to abolish the Bankia-BMN Merger Monitoring and Oversight Committee. As a result, the company’s Board of Directors Regulations was amended to remove its final provision.

Likewise, on 26 April 2018 the Board of Directors resolved to amend article 14 (on the Audit and Compliance Committee) of Bankia’s Board of Directors Regulations and to approve the Audit and Compliance Committee Regulations, so as to include the recommendations and guidelines of the CNMV’s Technical Guide 3/2017 on Audit Committees at Public Interest Entities.

Both the amendment of the Board of Directors Regulations and the approval of the Audit and Compliance Committee Regulations were duly registered in the Commercial Registry and reported to the CNMV.

COMMITMENT TO GOOD GOVERNANCE

Reflecting its firm commitment to the principles of good corporate governance, Bankia fully complied with all 59 recommendations of the CNMV’s Code of Good Governance of Listed Companies that are applicable to it.

Only four of the 139 Spanish listed companies complied with 100% of the recommendations.


100%

100% OF THE APPLICABLE
RECOMMENDATIONS OF THE CNMV’S
CODE OF GOOD GOVERNANCE
FOR LISTED COMPANIES ARE COMPLIED WITH

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Hightlights 2018

Bankia appoints Laura Gonzalez Molero as new independent director

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Bankia receives the award for the "most transparent company of the Ibex 35" by AECA

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