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Improvements in Governance
Bankia has aligned itself with national and international best practices in respect of its corporate governance. A series of bylaw and regulatory modifications have already been approved in the 2014 General Meeting of Shareholders. These cover a number of new items included within subsequent legal reforms that were passed at the end of the same year, as well as some of the recommendations from the new Code of Good Governance for publicly listed companies, published by the CNMV (Comisión Nacional del Mercado de Valores — the Spanish National Stock Market Commission) in February 2015.
The governance bodies within Bankia are the General Meeting of Shareholders and the Board of Directors, with the following delegated committees: the Audit and Compliance Committee, the Appointments Committee, the Remuneration Committee, the Risk Advisory Committee, and the Board Risk Committee.
On 22 October 2014, the Board decided to replace the Appointments and Remuneration Committee, constituting a separate Appointments Committee and a Remuneration Committee in its stead.
On 25 June Bankia's Board of Directors, on the basis of a proposal from the then-existing Appointments and Remuneration Committee, appointed José Sevilla as Chief Executive Officer, and Antonio Ortega as the bank’s new Executive Director as well as General Director of People, Resources and Technology.
And, in 2016, it constitutes the Appointments and Responsible Management Committee.
Measures to strengthen Corporate Governance
- Directors' term of office reduced to four years.
- No directors with a length of service of 12 years or more will be able to be considered independent
- Non-executive directors may only nominate another director as their delegated representative as provided by law
- The lead independent director shall lead the assessment of the performance of the Chairman's duties
- The duties of diligence and loyalty have been established for Board members, and the list of situations involving a conflict of interest has been updated
- Determination of the non-delegable powers possessed by the General Meeting of Shareholders and the Board of Directors, based on recommendations from the Corporate Governance committee of experts
- Members of the Audit and Compliance Committee, the Appointments and Responsible Management Committee, the Remuneration Committee and the Board Risk Committee must be non-executive directors
Responsible Management Committee
In February 2016, under the auspices of the Board of Directors, Appointments and Responsible Management Committee assumes the undelegatable powers corresponding to the functions of Responsible Management.
- Reviewing the Company’s corporate social responsibility policy, seeing to it that it is aimed at creation of value
- Monitoring the corporate social responsibility strategy and practices and evaluating the degree of compliance thereof.
- Monitoring and evaluating the processes of relationships with the various stakeholder groups.
- Evaluating everything related to nonfinancial risks of the Company, including the operational, technological, legal, social, environmental, political and reputation risks.
- Coordinating the process of reporting non-financial and diversity information, in accordance with applicable regulations and reference international standards.
The Responsible Management Committee was formed in December 2014. It meets quarterly and formally reports to the Appointments and Responsible Management Committee, championing everything that stakeholders demand of Bankia day by day.
Responsible Management Policy
Definition of the responsible management policy was one of the first tasks of the Responsible Management Committee.
The scope of this policy is fully comprehensive, covering all of Bankia's activities. Bankia's responsible management policy constitutes an overall cross-cutting framework of reference. It establishes the strategic foundations from which the bank must develop relationships with its stakeholders, and is the basis for inspiring policies, action plans and procedures, with the aim of ensuring that Bankia's commitments become part of its day-to-day reality.
The responsible management policy:
- Is realistic: a framework of reference for the deployment of the rest of the bank's policies.
- Is cross-cutting: it has a global scope, encompassing all of Bankia's activities and applying to all of its employees.
- Establishes commitments with all stakeholders. • Is simple and clear.
- Is self-containing: it manifests itself through the organisation's projects, objectives and indicators.
Bankia's Board of Directors shall be responsible for the policy's periodic revision in order to keep it aligned with the bank's values and corporate strategy, and with the demands of stakeholders with whom the company interacts, in order to fulfil its mission and achieve Bankia's vision.
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