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The procedure for evaluating the suitability of directors, general directors or similar positions and key personnel of Bankia, S.A. implements the obligations required under current regulations regarding assessments of the suitability of members of the board of directors and people that hold key positions.
This procedure complies with the aforementioned obligation and establishes the scope and contents of the internal procedure to evaluate the suitability of members of the Board of Directors, general directors or similar positions and other employees that are responsible for internal control functions or hold key positions in the daily running of the business. It also specifies the supplementary documents such as questionnaires, declarations or standard reports to ensure that the information required under current regulations is obtained or disclosed.
Anyone subject to the suitability evaluation must fulfil all of the suitability conditions at all times, which require these people to have:
- A recognised commercial and professional reputation.
- Appropriate knowledge and experience to perform their duties.
- In the case of directors, to be able to exercise good governance of the bank, notwithstanding the suitability of the Board of Directors as a unit in itself, based on the different profiles of its individual members intended to strengthen its independence and autonomy.
People and entities subject to the suitability evaluation procedure
Bankia intends the requirements and procedures to apply to:
- All members of Bankia’s Board of Directors at any given time, whether natural or legal persons, as well as individual representatives of legal entity directors.
- Members of the Management Committee.
- Persons that perform internal control functions.
- Holders of other key positions in the daily operations of the banking activity.
This procedure ensures that members of the group subject to this evaluation have a recognised commercial and professional reputation as well as the knowledge, skills and experience appropriate for their duties, at all times. Furthermore, it ensures that members of the Board of Directors act with honesty, integrity and independently so that they are able to exercise good governance.
The evaluation of the suitability requirements of the members of the Board of Directors is performed at the individual level and for the Board as a whole.
At an individual level, each director’s ability to exercise good governance is evaluated taking into account their ability to dedicate sufficient time, the existence of potential conflicts of interest, and their capacity to evaluate and question the decision-making process and the decisions taken by senior management, among other aspects.
Furthermore, the Board’s overall capacity to adequately understand the activities on which it must make decisions is also assessed, as well as its capacity to take them independently and autonomously. The combined knowledge, skills and experience of the Board is therefore also taken into account.
Bankia also provides members of the Board with appropriate and continuous training to enable them to properly understand the risks of the decisions that they must oversee and actively participate in the Board’s discussions.
Frequency of the suitability evaluation
The evaluation is performed in three ways:
- Initial evaluation, at the time of the appointment of a person subject to the suitability evaluation.
- Annual evaluation, which is intended to review the ongoing compliance with the suitability requirements of people subject to this evaluation.
- Specific evaluations for special situations, when the person subject to the suitability evaluation informs Bankia of an event or circumstance that could have a material impact on the evaluation of their suitability under the terms established by the prevailing regulations.
All of the documentation corresponding to the internal assessment procedure of people subject to the suitability evaluation is held on file for the whole of the period for which the person holds the position and subsequently for a minimum period of 10 years and is permanently available to the Bank of Spain.
Bodies involved in the process
- Bankia’s Board of Directors is the body that approves the procedure for evaluating the suitability of directors, general directors or similar positions and key personnel of Bankia, S.A.
- Bankia’s Appointments and Responsible Management Committee is responsible for performing the suitability evaluation.
Approval of the procedure
The procedure for evaluating the suitability of directors, general directors or similar positions and key personnel of Bankia, S.A. was initially approved by the Board of Directors on 25 June 2013.
An update of the procedure was subsequently approved on 28 April 2016.
Revisions and updates to the procedure will also be approved by the Board of Directors.
Review and update
The procedure for evaluating the suitability of directors, general directors or similar positions and key personnel of Bankia, S.A. is periodically reviewed in accordance with prevailing regulations, including its suitability for the bank’s requirements, operations, volume, size and complexity at any given time.
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