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BankiaBoard Committees

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Audit and Compliance Committee

The Audit and Compliance Committee comprises four directors. All of these are non-executive independent directors. The members of the Audit and Compliance Committee will be appointed by the Board of Directors taking account of knowledge, aptitude and experience in accounting, auditing or risk management and the tasks of the committee.

The Regulations of the Board of Directors implement the rules governing the Company’s Audit and Compliance Committee (Bankia's Board Regulations

Members
Director Office Status First Appointment date Other offices
Mr. Antonio Greño Hidalgo Chairman Independent 31-03-2016 Board of Directors
Mr. José Luis Feito Higueruela Committee member Independent 01/06/2012 Board of Directors
Mr. Jorge Cosmen Menéndez-Castañedo Committee member Independent 01/06/2012 Board of Directors /
Remuneration Committee
Mr. Joaquín Ayuso García Committee member Independent 24/07/2013* Board of Directors /
Appointments and Responsible Management Committee / Remuneration Committee

Secretary: Mr. Miguel Crespo Rodríguez

(*) Re-elected on March 15, 2016.

Responsibilities

Without prejudice to other tasks assigned to it by the Board, the Audit and Compliance Committee has all the functions assigned to it by applicable law. In particular and without limitation, it has the following basic responsibilities:

  • Report to the General Meeting on matters that fall within its remit and, in particular, on the result of the audit, explaining how the audit has contributed to the integrity of the financial information and the role the Committee has played in the audit process.
  • Supervise the effectiveness of the Company’s internal control, internal audit, legal compliance and risk management systems and discuss with the auditor any material weaknesses of the internal control system detected in the course of the audit, all this without impairing the auditor’s independence. Where necessary, the Committee may submit recommendations or proposals to the Board of Directors in this respect and may advise on the monitoring period.
  • Supervise the preparation and presentation of the statutory financial statements and make recommendations and proposals to the Board of Directors aimed at safeguarding the integrity of the financial statements.
  • Submit proposals to the Board of Directors regarding the selection, appointment, re-election and replacement of the external auditor, taking responsibility for the selection process in accordance with EU regulations, and regarding the terms and conditions of the engagement.
  • Establish the necessary relations with the external auditor in order to receive information, for examination by the Committee, on any matters that may entail a threat to the auditor’s independence and any other matters concerning the audit and, where necessary, authorise any permitted services, on the terms envisaged in EU regulations and applicable laws and regulations on auditor independence, as well as any other notifications provided for in auditing legislation and standards.
  • Each year, prior to the issue of the auditor’s report, issue a report expressing an opinion on whether the auditor’s independence is compromised. This report must contain a reasoned assessment of any additional non-audit services provided, considered individually and in the aggregate, in terms of the auditor’s independence and compliance with auditing standards.
  • Examine and supervise compliance with the Board of Directors Regulations, the Company’s Internal Code of Conduct for the Securities Markets, the anti-money laundering manuals and procedures and the Company’s governance and compliance rules in general and make the necessary proposals to improve them.
  • Report to the Board on the creation or acquisition of interests in special purpose vehicles or entities resident in countries or territories considered tax havens and on any other transactions or operations of a comparable nature whose complexity might impair the transparency of the Group.
  • Report to the Board of Directors, prior to decision making, on all matters within its remit provided for in law, the Bylaws or the Board Regulations.
  • Any other functions assigned to it or authorised by the Board.

Appointments and Responsible Management Committee

The Appointments and Responsible Management Committee comprises three directors. All of these are non-executive independent directors.

The Appointments and Responsible Management Committee will have general authority to propose and report on appointments matters and removal of directors and senior managers. The members of the Appointments Committee will be appointed by the Board of Directors, based on the knowledge, ability and experience of the directors and the responsibilities of the committee.

The Regulations of the Board of Directors implement the rules governing the Appointments and Responsible Management Committee (Bankia's Board Regulations

Members
Director Office Status First Appointment date Other offices
Mr. Joaquín Ayuso García Chairman Independent 22/10/2014* Board of Directors / Audit and Control Committee / Remuneration Committee
Mr. Francisco Javier Campo García Committee member Independent 22/10/2014* Board of Directors / Board Risk Committee / Risk Advisory Committee
Mr. Álvaro Rengifo Abbad Committee member Independent 22/10/2014 Board of Directors
Mr. Fernando Fernández Méndez de Andés  Committee member  Independent  31-03-2016  Board of Director /  Remuneration Committee / Risk Advidsory Committee / Board Risk Committe

Secretary: Mr. Miguel Crespo Rodríguez

(*) Re-elected on March 15, 2016.

Responsibilities

The Appointments and Responsible Management Committee will have general authority to propose and report on appointments matters and removal of directors and senior managers. In particular, without prejudice to other tasks assigned to it by the board, the Appointments and Responsible Management Committee will be responsible for:

  • Assessing the skills, knowledge, ability, diversity and experience required for the Board of Directors and, therefore, deciding on the necessary functions and abilities for candidates wishing to cover each vacancy, and assessing the necessary time and dedication to carry out their duties in an effective manner.
  • Identifying, recommending and, if applicable, making proposals to the Board of Directors of directors to be appointed by co-option or, if applicable, for submission to decision by the general meeting of shareholders, and proposals for re-election or removal of those directors by the general meeting.
  • Reporting, on a non-binding basis, on the board resolutions related to appointment or removal of senior managers of the Group, regularly reviewing the Board of Directors policy regarding selection and appointment of members of senior management of the Group, and making recommendations to it.
  • Analysing and organising, in relation to the areas envisaged in commercial legislation, the succession plan for the Company’s governing bodies.
  • To ensure the independence, impartiality and professionalism of the secretary and assistant secretary of the Board of Directors, reporting on their appointment and removal for approval of the full board.
  • Establishing a goal for representation of the underrepresented gender on the Board of Directors and developing guidance on how to increase the number of persons of that gender to achieve that objective, with the committee ensuring that when new vacancies occur the selection procedures do not suffer from implicit bias interfering with the selection of persons of the underrepresented gender.
  • Regularly (at least once each year) evaluating the structure, size, composition and performance of the Board of Directors, if applicable making recommendations to it regarding possible changes.
  • Regularly (at least once each year) evaluating the suitability of the various members of the Board of Directors and the board as a whole, and reporting thereon to the Board of Directors.
  • The committee will consult with the chairman and, if applicable, with the chief executive of the Company, especially on matters relating to executive directors and senior managers.
  • Reporting to the Board of Directors on matters related to good corporate governance of the Company regarding matters within the competence of the committee (objectives, management of talent, liability insurance, etc.) and making the proposals necessary for improvement thereof.

Remuneration Committee

The Remuneration Committee comprises four directors. All of these are non-executive independent directors.

The Remuneration Committee will have general authority to propose and report on remuneration matters of directors and senior managers. The members of the Remuneration Committee will be appointed by the Board of Directors, based on the knowledge, ability and experience of the directors and the responsibilities of the committee.

The Regulations of the Board of Directors implement the rules governing the Remuneration Committee   (Bankia's Board Regulations

Members
Director Office Status First Appointment date Other offices
Ms. Eva Castillo Sanz Chairwoman Independent 22/10/2014* Board of Directors / Board Risk Committee / Risk Advisory Committee
Mr. Joaquín Ayuso García Committee member Independent 22/10/2014* Board of Directors / Appointments and Responsible Management Committee / Audit and Compliance Committee
Mr. Jorge Cosmen Menéndez-Castañedo Committee member Independent 22/10/2014 Board of Directors / Audit and Compliance Committee
Mr. Fernando Fernández Méndez de Andés  Committee member  Independent   31-03-2016 Board of Director / Appointments and Responsible Management Committee /Risk Advidsory Committee / Board Risk Committe 

Secretary: Mr. Miguel Crespo Rodríguez

(*) Re-elected on March 15, 2016.

Responsibilities

The Remuneration Committee will have general authority to propose and report on remuneration matters of directors and senior managers. In particular, the Remuneration Committee shall have the following responsibilities:

  • Proposing to the Board of Directors the directors’ and senior executives’ remuneration policy as well as the executive directors’ individual remuneration and other contractual terms, and will ensure that they are adhered to.
  • Reporting on remuneration of senior management. In any event it will oversee the remuneration of the Internal Audit, Risk and Legal Compliance Directors.
  • Periodically reviewing the remuneration programmes, considering their appropriateness and utility.
  • Ensuring the transparency of remuneration and inclusion in the annual report on director remuneration and the annual corporate governance report of information regarding remuneration of directors and, to that end, submitting such information as may be appropriate to the board.
  • Ensuring that the remuneration policy established by the Company is observed.
  • Referring to the board proposals related to remuneration having an effect on risk and risk management of the Company that are to be adopted by the Board of Directors, taking account of the long-term interests of the shareholders, investors and other stakeholders in the Company, as well as the public interest, all of the foregoing without prejudice to the functions entrusted to the Risk Advisory Committee in this regard.
  • The committee will consult with the chairman and, if applicable, with the chief executive of the Company, especially on matters relating to executive directors and senior managers.

Risk Advisory Committee

The Risk Advisory Committee comprises three directors. All of these are non-executive independent directors.

The members of the Risk Advisory Committee must have the appropriate knowledge, ability and experience to fully understand and control the Company’s risk strategy and risk tolerance.

The Regulations of the Board of Directors implement the rules governing the Company’s Risk Advisory Committee (Bankia's Board Regulations

Composition
Director Office Status First Appointment date Other offices
Mr. Francisco Javier Campo García Chairman Independent 22/10/2014* Board of Directors / Appointments and Responsible Management Committee / Board Risk Committee
Ms. Eva Castillo Sanz Committee member Independent 22/10/2014* Board of Directors / Remuneration Committee / Board Risk Committee
Mr. Fernando Fernández Méndez de Andés Committee member Independent 22/10/2014 Board of Directors / Board Risk Committee / Appointments and Responsible Management Committee / Remuneration Committee /

Secretary: Mr. Miguel Crespo Rodríguez

(*) Re-elected on March 15, 2016.

Responsibilities

The Risk Advisory Committee will have the following functions:

  • Advising the Board of Directors regarding overall risk exposure of the company, current and future, and its strategy in this regard, and assisting it in overseeing implementation of the strategy. Notwithstanding the foregoing, the Board of Directors will retain overall responsibility for risk.
  • Ensuring that the pricing policy for assets and liabilities offered to customers takes full account of the business model and risk strategy of the company. If it does not, the Risk Advisory Committee will present the Board of Directors with a plan for correction thereof.
  • Determining, together with the Board of Directors, the nature, amount, format and frequency of reporting on risks that is to be received by the Risk Advisory Committee itself and the Board of Directors.
  • Collaborating for the establishment of rational remuneration practices and policies. To that end, and without prejudice to the functions of the Remuneration Committee, the Risk Advisory Committee will monitor whether the incentives policy contemplated in the remuneration system takes account of risk, capital, liquidity and the probability and timing of profits.
  • Presenting risk policies to the Board of Directors.
  • Proposing the risk control and management policy of the Company and the Group to the Board of Directors, by way of the Internal Capital Adequacy Assessment Report (Informe de Autoevaluación de Capital, or “IAC”), which in particular will identify:
    • The various kinds of risks faced by the Company and the Group.
    • The internal reporting and control systems of the Company of the Group for risk management and control.
    • The risk levels assumed by the Company.
    • The corrective measures to limit the impact of the identified risks, should they materialise.
  • Referral to the Board of Directors of proposals for:
    • Approval of policies for assumption, management, control and reduction of risks to which the Company is or may be exposed, including those deriving from the macroeconomic environment as related to the status of the economic cycle.
    • Approval of the general internal control strategies and procedures, on the status of which it periodically will be advised.
    • Periodic reports of the results of verification and control functions undertaken by the Company's units.
  • Undertaking periodic monitoring of the loan portfolio of the Company and the Group, with the purpose of proposing to the Board of Directors the control of the adaptation of the risk assumed to the established risk profile, with particular attention to the principal customers of the Company and the Group and the distribution of risk by business sector, geographical area and type of risk.
  • Periodically verifying evaluation systems, processes and methodologies and criteria for approval of transactions.
  • Proposing to the Board of Directors the evaluation, monitoring and implementation of the instructions and recommendations of supervisory entities in the exercise of their authority and, if applicable, referring proposals of actions to be taken to the Board of Directors, without prejudice to following the instructions received.
  • Verifying that the risk reporting processes of the Company are those appropriate for management of the risks assumed, and, if not, proposing such improvements as it deems to be necessary for correction thereof.
  • Proposing to the Board of Directors the Company's scheme of Credit Risk Authority.
  • Evaluating whether the risk unit has the processes, technical resources and personnel necessary for proper performance of its duties in an independent manner, consistent with the Company's risk profile.

Board Risk Committee

The Board Risk Committee comprises four directors. The Board Risk Committee will be the body responsible for approving risks within the scope of delegation thereto, and guiding and administering exercise of the delegations to lesser bodies, all of the foregoing without prejudice to the supervisory authority legally corresponding to the Audit and Compliance Committee.

The Board Risk Committee will have operational authority and, therefore, may adopt the corresponding decisions within the scope of authority delegated by the Board.

The Regulations of the Board of Directors implement the rules governing the Company’s Board Risk Committee   (Bankia's Board Regulations

Composition
Director Office Status First Appointment date Other offices
Mr. José Sevilla Álvarez Chairman Executive 01/06/2012* Board of Directors
Mr. Fernando Fernández Méndez de Andés Committee member Independent 25/10/2012 Board of Directors / Risk Advisory Committee / Appointments and Responsible Management Committee / Remuneration Committee
Mr. Francisco Javier Campo García Committee member Independent 08/06/2012* Board of Directors / Appointments and Responsible Management Committee / Risk Advisory Committee
Ms. Eva Castillo Sanz Committee member Independent 25/06/2014* Board of Directors / Remuneration Committee / Risk Advisory Committee

Secretary: Mr. Miguel Crespo Rodríguez

(*) Re-elected on March 31, 2016.

Responsibilities

The basic functions of the Board Risk Committee include the following:

  • Adopting the pertinent decisions within the scope of the authority delegated by the Board of Directors regarding risks specifically contemplated in the delegation resolution of the Board of Directors, in effect from time to time.
  • Defining, within its competence, the overall limits of prequalifications in favour of individuals or groups regarding exposure by class of risk.
  • Reporting to the Board of Directors on those risks that may affect solvency, profits, operations or the reputation of the Company.
  • In the area of approval of risks other than credit risk, the authority of the Board Risk Committee will be as delegated by the Board of Directors from time to time.

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