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Governing bodies

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IN 2018 BANKIA INCORPORATED A NEW DIRECTOR AND IN 2019 REORGANISED THE MANAGEMENT COMMITTEE SO AS TO HAVE A A MORE CUSTOMER-CENTRED ORGANISATION.

Bankia has a strong and effective governance structure that operates in accordance with the principles of good corporate governance.

Bankia’s governing bodies are the General Meeting of Shareholders and the Board of Directors.

Linked to the board are the Audit and Compliance Committee, the Appointments and Responsible Management Committee, the Remuneration Committee, the Risk Advisory Committee and the Board Risk Committee.

GENERAL MEETING OF SHAREHOLDERS

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

BOARD OF DIRECTORS

As the body that represents Bankia, the Board of Directors has the broadest powers, except in matters reserved to the General Meeting of Shareholders.

Among other things, the Board approves the strategic or business plan and the annual manage-ment objectives and budget, determines the general policies and strategies of the company and its group (corporate governance and responsible management); and supervises the work of board committees and the bodies to which it has delegated authority.

The board is made up of eight independent directors and four executive directors:

  • José Ignacio Goirigolzarri Tellaeche
    Executive chairman
  • José Sevilla Álvarez
    CEO
  • Antonio Ortega Parra
    Executive director
  • Carlos Egea Krauel
    Executive director
  • Joaquín Ayuso García
    Independent director
  • Francisco Javier Campo García
    Independent director
  • Eva Castillo Sanz***
    Lead director
  • Jorge Cosmen Menéndez-Castañedo
    Independent director
  • José Luis Feito Higueruela
    Independent director
  • Fernando Fernández Méndez de Andés
    Independent director
  • Laura González Molero
    Independent director
  • Antonio Greño Hidalgo
    Independent director
  • Non-director secretary:
    Miguel Crespo Rodríguez
  • Non-director vice-secretary:
    Antonio Zafra Jiménez

Independent Directors: 8


Executive Directors: 4


Meetings in 2018: 15


*** By resolution of the Board of Directors at its meeting on 25 February 2019, after consideration of a favourable report from the Appointments and Responsible Man-agement Committee, Eva Castillo Sanz was appointed lead independent director in place of Joaquín Ayuso García, once the latter’s term of office expired, effective from the date on which the necessary regulatory authorisations were obtained.

Bankia has a strong governance structure in line with good corporate governance

Bankia’s Board of Directors currently has five committees, whose members are ap-pointed on the basis of their suitability (knowledge, aptitudes and experience) for each committee’s tasks.

AUDIT AND COMPLIANCE COMMITTEE**

The Audit and Compliance Committee oversees the effectiveness of internal control, internal audit and risk management systems, as well as the statutory financial report-ing process; makes proposals to the Board for the selection, appointment, re-election and replacement of the statutory auditors and conducts relations with the auditors; and examines and supervises compliance with the company’s governance and com-pliance rules.

It is made up of four independent non-executive directors:

  • Antonio Greño Hidalgo
    Chairman
  • Francisco Javier Campo García*
  • Fernando Fernández Méndez de Andés*
  • José Luis Feito Higueruela
  • Miguel Crespo Rodríguez
    Secretary

Independent directors: 4


Meetings in 2018: 17


**In 2018, this committee was made up of: Antonio Greño, Joaquín Ayuso, Jorge Cosmen and José Luis Feito.

APPOINTMENTS AND RESPONSIBLE MANAGEMENT COMMITTEE**

The Appointments and Responsible Management Committee has general authority to propose and advise on the appointment and removal of directors and senior man-agers; assesses the competencies, knowledge, ability, diversity and experience re-quired 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 duties effectively; examines and organises the succession plan for the governing bodies; reviews the corporate social responsibility (CSR) policy and monitors CSR strategy and practices; and assesses all aspects of the company’s social, environmental, political and reputational risks.

It is made up of four independent non-executive directors:

  • Eva Castillo Sanz*
    Chairman
  • Francisco Javier Campo García
  • Joaquín Ayuso García*
  • Laura González Molero
  • Miguel Crespo Rodríguez
    Secretary

Independent directors: 4


Meetings in 2018: 14


** In 2018, this committee was made up of: Joaquín Ayuso, Francisco Javier Campo, Fernando Fernández and Laura González.

REMUNERATION COMMITTEE**

The Remuneration Committee has general authority to propose and report on direc-tors’ 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.

It is made up of four independent non-executive directors::

  • Francisco Javier Campo García*
    Chairman
  • Joaquín Ayuso García
  • Jorge Cosmen Menéndez-Castañedo
  • Laura González Molero*
  • Miguel Crespo Rodríguez
    Secretary

Independent directors: 4


Meetings in 2018: 9


** In 2018, this committee was made up of: Eva Castillo, Joaquín Ayuso, Jorge Cosmen and Fernando Fernández.

RISK ADVISORY COMMITTEE**

The Risk Advisory Committee advises the Board of Directors on Bankia’s overall risk propensity and risk strategy; oversees the asset and liability pricing policy and proposes risk policies to the Board of Directors; proposes the risk control and risk management policy of the company and the group to the Board of Directors through the Internal Capital Adequacy Assessment Report (ICAAP Report); supervises the internal risk control and risk management function; and proposes the credit risk authority framework to the Board.

It is made up of four independent non-executive directors:

  • Joaquín Ayuso García*
    Chairman
  • Eva Castillo Sanz
  • Fernando Fernández Méndez de Andés
  • Antonio Greño Hidalgo*
  • Miguel Crespo Rodríguez
    Secretary

Independent directors: 4


Meetings in 2018: 37


** In 2018, this committee was made up of: Francisco Javier Campo, Eva Castillo and Fernando Fernández.

BOARD RISK COMMITTEE**

The Board Risk Committee is an executive body with responsibility for approving risk-related decisions within the scope of the authority delegated to it by the Board of Directors. It guides and administers the exercise of delegated authority by lower-ranking bodies; approves important transactions; defines overall exposure limits for account holders and groups for each type of risk; and reports to the Board on any risks that may affect the company’s solvency, recurring results, operations or reputation.

It is made up of one executive director and two independent non-executive directors:

  • José Sevilla Álvarez
    Chairman
  • Eva Castillo Sanz
  • Fernando Fernández Méndez de Andés
  • Miguel Crespo Rodríguez
    Secretary

Independent directors: 2


Executive directors: 1


Meetings in 2018: 35


** In 2018, this committee was made up of: José Sevilla, Francisco Javier Campo, Eva Castillo and Fernando Fernández..

* Appointments by resolution of the Board of Directors at its meeting on 25 February 2019, after consideration of a favourable report by the Appointments and Responsible Management Committee. .

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