Jump Main Menu. Go directly to the main content

  1. We are Bankia
  2. Transparent Corporate Governance

Transparent Corporate Governance

Start of main content

Bankia is an independent corporation that seeks sustainable, profitable development and that is convinced that the only way to create value is by listening to and satisfying all its stakeholders.

Bankia’s corporate governance system is built on the Group’s corporate values and is driven by the good governance principles adopted and set forth in the Bankia Group’s Corporate Governance and Organisational Structure Policy.

It seeks to apply ethical standards in its management, prevent and resolve potential conflicts of interest, and build a framework of relations between the bank and its stakeholders based on transparency.

Bankia remains committed to the Code of Good Governance of Listed Companies and to a high degree of compliance with its recommendations: of the Code’s 64 recommendations, the bank complies fully with all 58 that are applicable to it.

Progress

Over the course of 2019, Bankia worked to consolidate its corporate governance model. In the process, it adapted its organisation to support its transformation and that of its businesses, becoming more customer-centric, more agile and more self-driven and ambitious.

The remodelling involved creating four new deputy general directorates–Financial, Credit Risks, People and Culture, and Digital Transformation and Strategy–whose directors became members of the Management Committee. The committee thus grew from eight to twelve members.

In January 2019, BFA, Bankia and the FROB (indirectly, through BFA, the bank's main shareholder) signed an agreement setting out the terms of their relationship.

In that agreement it was stated that the FROB would not take part in Bankia’s management and would give Bankia’s governing bodies and directors the greatest possible independence and autonomy to exercise professional judgment in the performance of their duties. The ultimate aim is to promote the repayment of state aid through efficient use of public resources, while safeguarding the stability of the financial system.

In July 2019, the bank approved two sets of regulations, the Appointments and Responsible Management Committee Regulations and the Remuneration Committee Regulations, which implement the recommendations of the 1/2019 Technical Guide on Appointments and Remuneration Committees published in February by the CNMV with a view to reinforcing the powers these two committees.

Bankia’s Corporate Governance system is evaluated by a number of proxy advisors, including the most influential one, ISS. ISS publishes the ‘Governance QualityScore’ indicator of potential corporate governance risk, in which Bankia has an overall score of 1, the best possible score on a scale of 1 to 10. This score indicates that Bankia’s governance risk is very low. ISS Governance QualityScore analyses some 200 corporate governance indicators, grouped in four categories: board structure, compensation/remuneration, shareholder rights, and audit and risk oversight.

Directors' suitability

At annual intervals, Bankia reviews the suitability of directors, chief executives or similar, and key personnel. All the persons subject to this assessment confirmed that they met the commercial and professional suitability requirements set out in the Bankia Group’s Suitability Manual.

In particular, as regards the Board of Directors, the review includes an assessment of directors’ business and professional standing, whether they have the knowledge and experience their role requires, and their ability to exercise good governance of the institution.

Succession plan and board of directors skills

Bankia has a Succession Plan in line with regulatory requirements, the regulators’ recommendations and corporate governance best practice. The plan is designed to ensure business and leadership continuity and identify successors for top positions in the bank.

One of its objectives is to create development and career plans to ensure that candidates for senior positions in the bank are properly prepared to take on responsibility when the time comes.

To deepen and update directors’ knowledge of economic and corporate matters, Bankia has set up a training programme, which is updated each year based on directors’ needs, regulatory requirements and international best practice.

During 2019, the directors received training in Agile methodology, Risk Data Aggregation (RDA), internal capital adequacy assessment (ICAAP), cyber security, Spain’s new mortgage act, the ECB’s supervisory activity, procedures for the governance and supervision of retail banking products, the prevention of money laundering and the financing of terrorism, and internal risk control.

Competency matrix
Board of Directors

  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 Other external Independent Independent Independent lead director Independent Independent Independent Independent Independent
Number of years
on the Bankia Board
7 7 5 2 7 7 7 7 7 7 1 3
Committee membership - (5) - (1) (2) (3) (4) (1) (2) (3) (2) (4) (5) (3) (1) (1) (4) (5) (2) (3) (1) (4)
Membership of other boards (A) (B) (A) (A) (C) - (D) (G) (E) (F) (H) (I) - - (K) (L) (M) (J)
Prior experience
Senior management experience in
banks/ financial institutions
         
Senior management experience in other
(non-financial) industries
 
Areas of experience/competency
Credit institutions  
Financial markets  
Risk management      
Auditing / Accounting
Strategy consulting            
Legal / Regulatory framework          
Public sector                    
Technology sector              
Tourism / Transport                  
Industrial sector        
Consumer goods / Distribution                    
Real estate sector                      
Teaching / Research          
Diversity
Gender H H H H H H M H H H M H
Training /International Experience USA, China, Portugal, Mexico, Argentina, Chile, Peru, Colombia, Puerto Rico, Brazil, Venezuela, Italy Mexico, Argentina, Chile, Peru, Colombia, Puerto Rico, Brazil, Venezuela Portugal, Belgium, Morocco, Puerto Rico, Mexico, Peru, Colombia, Venezuela, Argentina, Chile, Italy   USA, Canada, United Kingdom, Italy, Chile, Colombia, Portugal, Ireland, Australia France, Portugal, Greece, Turkey, Argentina, Brazil, China, Italy Netherlands, Belgium, Luxembourg, Denmark, Norway, Sweden, France, Italy, United Kingdom, Germany, Czech Republic, Slovakia, Ireland, Russia, Greece, Portugal, Turkey, United Arab Emirates, Saudi Arabia, Bahrain, Lebanon, Israel, USA, Brazil, Argentina, Mexico, South Africa USA, United Kingdom, France, Portugal, Switzerland, Belgium, China USA, France USA, Chile, Peru, Bolivia, Colombia, Costa Rica, Argentina, Vietnam, Portugal Portugal, Greece, Norway, Denmark, Finland, Sweden, USA, Hong Kong, Brazil, Mexico, Colombia, Panama, Costa Rica, Guatemala, Venezuela, Ecuador, Peru, Chile, Uruguaya, Argentina United Kingdom, Mexico, Honduras
Length of service as director 33 10 26 30 25 34 14 8 18 7 12 4

(1) Audit and Compliance Committee
(2) Appointments and Responsible Management Committee
(3) Remuneration Committee
(4) Risk Advisory Committee
(5) Board Risk Committee

(A) BFA, Tenedora de Acciones, S.A.U.
(B) Confederación Española de Cajas de Ahorros
(C) Cecabank, S.A.
(D) Adriano Care Socimi, S.A.
(E) Zardoya Otis, S.A.
(F) National Express Group, Plc.

(G) Meliá Hotels International, S.A.
(H) General Técnica Industrial, S.L.U.
(I) Quintorge, S.L.
(J) Liberty Seguros, Compañía de Seguros y Reaseguros, S.A.
(K) Acerinox, S.A.
(L) Grupo Ezentis, S.A.
(M) Viscofan, S.A.

Directors' and Senior Management remuneration

The remuneration policy for members of Bankia’s Board of Directors and senior management is based on a number of principles,
including customer orientation, links to shareholders, gender equality, balance of remuneration components, and compatibility
with appropriate, effective risk management.

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.

Thus, in 2019, the chairman, José Ignacio Goirigolzarri, the CEO, José Sevilla, and the executive director Antonio Ortega, each received a fixed salary of 500,000 euros.

These three directors generated variable remuneration of 270,000 euros each, which they will receive between 2023 and 2025. Half of this amount will be paid in cash and the other half, in Bankia shares. The shares will be retained for one year after delivery.

Non-executive directors receive a maximum fixed remuneration of 100,000 euros per year and no variable remuneration.

The members of Bankia’s Board of Directors do not receive any additional amount in the form of attendance fees or for membership of Board committees.

BOARD OF DIRECTORS REMUNERATION IN 2019

NAME SALARY FIXED REMUNERATION SHORT-TERM VARIABLE REMUNERATION (2) LONG-TERM VARIABLE REMUNERATION (2) REMUNERATION FOR SERVING ON BOARD COMMITTEES BENEFITS TOTAL 2019
José Ignacio Goirigolzarri Tellaeche 500 - 213 57 - - 770
José Sevilla Álvarez 500 - 213 57 - - 770
Antonio Ortega Parra 500 - 213 57 - - 770
Carlos Egea Krauel (1) 147 51 - - - - 198
Joaquín Ayuso García - 100 - - - - 100
Francisco Javier Campo García - 100 - - - - 100
Eva Castillo Sanz - 100 - - - - 100
Jorge Cosmen Menéndez-Castañedo - 100 - - - - 100
José Luis Feito Higueruela - 100 - - - - 100
Fernando Fernández Méndez de Andés - 100 - - - - 100
Antonio Greño Hidalgo - 100 - - - - 100
Laura González Molero - 100 - - - - 100

Figures in thousands of euros.
(1) On 26 March 2019, Carlos Egea Krauel resigned from his executive position, while remaining a member of Bankia’s Board of Directors. The effects of this resignation from executive office were as provided for in the service agreement entered into between Bankia and Mr. Egea Krauel, who as of 29 June 2019 is included in the category of “other non-executive directors”. The amounts shown relate to the period from 1 January to 27 June 2019 as an executive director and from 28 June to 31 December 2019 as a non-executive director.
(2) The variable remuneration accrued in 2019 by Messrs. Goirigolzarri, Sevilla and Ortega is awaiting the authorisations and approvals required by law.

SENIOR MANAGEMENT REMUNERATION IN 2019

  Short-term
remuneration(1)
Long-term
remuneration(1)
Post-employment
benefits(2)
Severance
payments
Total 2019(3)
Senior management 4,558 405 287 - 5,250

Thousand of euros:
(1) The figure for variable remuneration accrued in 2019 is awaiting the authorisations and approvals required by law.
(2) Relates to pension and life insurance contributions.
(3) This includes the remuneration of Messrs. Alvear, Galarza, López, Solla and Torres for the period from 24 January 2019 to 31 December 2019 and the amount accrued
by Mr. Cánovas for the period from 1 January to 23 January 2019. It should also be noted that Mr. Cánovas has not received any compensation, as he has a two-year
post-contractual non-compete agreement for an amount equivalent to two years’ fixed remuneration.

BROWSING SUGGESTIONS

Use the browsing suggestions to explore the Annual Report

ANOTHER SUGGESTION

Click to see related content

 

Related news

Bankia is restructuring to support its transformation, increasing the number of members of the Management Committee to twelve

Read more

Bankia hosts first shareholder engagement meeting

Read more

Bankia has hired 30 students from the first two FP Dual Bankia promotions, to work as customer managers

Read more

more

End of main content