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Audit and Compliance Committee

The Audit and Compliance Committee comprises five directors, of which four have the category of independent external directors and one of another external director. The members of the Audit and Compliance Committee will be appointed by the Board of Directors taking account of knowledge, aptitudes and experience in accounting or auditing, or both, and the committee’s tasks. Between them, the members of the committee must have the abovementioned knowledge and experience, as well as relevant specialist knowledge of the banking industry.

The Audit and Compliance Committee is regulated in article 14 of the Regulations of the Board of Directors, having developed its system through the Regulations of the Audit and Compliance Committee approved by the Board of Directors.

Remuneration Committee
Composition
Director Office Status
First Appointment date
Re-election date
Other offices
Mr. Antonio Greño Hidalgo Chairman Independent
31-03-2016
  Board of Directors / Risk Advisory Committee
Mr. Francisco Javier Campo García Committee member Independent
25-02-2019
  Board of Directors / Appointments and Responsible Management Committee / Remuneration Committee
Mr. Carlos Egea Krauel Committee member Other External
28-06-2019
  Board of Directors
Mr. José Luis Feito Higueruela Committee member Independent
01-06-2012
24-03-2017
Board of Directors
Mr. Fernando Fernández Méndez de Andés Committee member Independent
25-02-2019
  Board of Directors / Risk Advisory Committee / Board Risk Committee

Secretary: Mr. Miguel Crespo Rodríguez

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:

  • Supervision of financial and non-financial reporting:
    • Supervise the preparation and presentation of statutory financial reports and make recommendations and proposals to the board of directors aimed at safeguarding the integrity of financial information.
    • Review the Company’s accounts to ensure compliance with legal requirements and proper application of generally accepted accounting principles and report on any proposals for changes to accounting standards and principles put forward by management, basing its opinion on internal audit reports, other expert reports, and management analysis and opinion, as well as information about the results of the statutory audit, although the committee must use its judgement to draw its own conclusions.
    • Report on any draft amendments to accounting principles and criteria proposed by management.
    • Report to the board of directors, before publication, on the financial and related non- financial information the Company is required to publish periodically, paying special attention to the clarity and integrity of the information.
    • Review any issue prospectuses or periodic financial information the Board is required disclose to the markets and their supervisory bodies.
    • Ensure that the financial information published on the Company’s website is kept up-to- date and coincides with the information prepared by the Company’s directors and published on the website of the CNMV.
    • Continuously review, analyze and discuss any relevant non-financial information with management, internal audit and the statutory auditor.
  • Supervision of the internal control, regulatory of the internal control, regulatory compliance and risk management systems:

    • Monitor the effectiveness of the Company’s internal control, regulatory compliance and financial and non-financial risk management systems.
    • Discuss with the statutory auditor any material weaknesses of the internal control system detected in the course of the audit, all this without impairing the auditor’s independence.
    • Verify the appropriateness and integrity of the internal control systems and review the appointment and replacement of the persons responsible for them.
    • Periodically review the internal control and risk management systems, so as to ensure that the main risks are properly identified, managed and disclosed.
    • Assess all matters relating to the Company’s operational, technological and legal risks, independently of the risk oversight powers assigned to the risk advisory and other committees.
    • Supervise the performance of the regulatory compliance unit, whose head must report directly to the committee any incidents in the implementation of the annual work plan and submit a report of activities at the end of each year.
    • Establish and supervise a mechanism that allows staff to report, in confidence, any potentially serious irregularities, especially financial or accounting irregularities, that come to their notice in the Company, promoting compliance with the Code of Ethics and Conduct approved by the Company and monitoring the work of the Ethics and Conduct Committee, which at the end of each year must submit a report of activities to the committee.
  • Supervision of internal audit:

    • The committee must safeguard the independence and effectiveness of the internal audit function based on the information it receives directly from the head of audit about any incidents that have arisen and the report of activities the head must submit to the committee at the end of each year.
    • In particular, the committee’s responsibilities are to:
      • Make proposals for the selection, appointment, re-election and removal of the head of the internal audit functions.
      • Ensure that internal audit staff have the right profile to preserve the unit’s objectivity and independence.
      • Taking the principle of proportionality into account, review the internal audit unit’s annual work plan, which must be approved by the board of directors, ensuring that due consideration is given to the main risk areas and that a clear division of responsibilities is established between the internal audit unit, on the one hand, and the risk management and control, management control, regulatory compliance units and the statutory audit, on the other.
      • Monitor the internal audit unit’s annual work plan.
    • Submit to the board of directors, before the end of each year, a draft annual budget and annual resource plan for the internal audit directorate, for approval.
    • Ensure that senior management takes the conclusions and recommendations of its reports into account. In particular, the internal audit function must respond to any requests for information it receives from the committee in the performance of its duties.
    • Assess the functioning of the internal audit unit and the performance of its head.
  • Responsibilities in relation to the auditing of accounts:

    • Refer to the board of directors any proposals for the selection, appointment, re-election or replacement of the statutory auditor, taking responsibility for the selection process and the terms and conditions of theengagement.
    • Ensure the independence of the statutory auditor in the exercise of its functions
    • Serve as a channel of communication between the board of directors and the auditors (internal and external), assess the results of each audit and the management team’s response to the auditor’s recommendations and mediate in the event of disagreement between the auditors and the management team regarding the principles and criteria to be applied in preparing the financial statements. In particular, the committee must ensure that the statutory auditor holds at least one meeting each year with the full board of directors to report on the work carried out and any changes in the Company’s accounting situation and risks.
    • Once the audit has been completed, review with the statutory auditor any significant findings and the content of both the auditors’ report and the additional report for the committee.
    • The committee must perform a final assessment of the work done by the auditor and how it has contributed to the quality of the audit and the integrity of the financial information.
    • Request information from the statutory auditor about the audit plan and its implementation and make sure that senior management takes its recommendations into account.
    • Supervise the performance of the audit engagement, taking steps to ensure that the auditors’ opinion on the annual accounts and the main content of the audit are drafted clearly and precisely.
  • Responsibilities in relation to the General Meeting of Shareholders:

    • The committee must prepare a report on its activities which the Company must publish on its website sufficiently in advance of the Ordinary General Meeting for shareholders and other stakeholders to understand the work done by the committee during the period in question.
    • The committee must also report to the General Meeting on any matters raised that fall within its remit, especially the result of the audit, explaining how the audit contributed to the integrity of the financial information and the role the committee played in the Audit process.
  • Other responsibilities:

    • Examine and supervise compliance with these Regulations, 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.
    • Supervise the strategy for communication and relations with shareholders and investors, including small and medium-sized shareholders.
    • Periodically assess the adequacy of the Company’s corporate governance system to ensure that it serves its purpose of promoting the Company’s best interests and, where necessary, takes the legitimate interests of stakeholders into account.
    • Receive information and, where appropriate, issue reports on any disciplinary action taken against directors or senior managers of the Company.
    • Establish and supervise a system for preventing and detecting crimes that could result in criminal liability for the Company.
    • Any other functions which have been assigned to it or for which it has been granted authority by the board of directors.
    • Report to the board of directors on related-party transactions before the board makes its decisions in this respect.
    • Report to the board of directors on the creation of, or the acquisition of holdings in, special purpose vehicles or entities domiciled in countries or territories classified as tax havens and any other transactions or operations of a comparable nature which, because of their complexity, could 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 of Directors Regulations.
    • The committee must be informed of any planned corporate transactions or changes to the corporate structure, so that it may analyze them and report to the board of directors on the economic terms and accounting impact of these transactions and, in particular, the proposed exchange ratio.

Appointments and Responsible Management Committee

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

The Appointments and Responsible Management Committee has general authority to propose and report on the appointment and removal of directors and senior managers; assesses the competencies, knowledge, ability, diversity and experience required 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 Policy; monitors corporate social responsibility strategy and practices; and assesses everything to do with the Company’s social, environmental, political and reputational risks. The members of the Appointments and Responsible Management Committee are appointed by the Board of Directors, having regard to their knowledge, aptitudes and experience and the committee’s tasks.

The Appointments and Responsible Management Committee is regulated in article 15 of the Regulations of the Board of Directors, having developed its system through the Regulations of the Appointments and Responsible Management Committee approved by the Board of Directors.

Composition
Director Office Status
First Appointment date
Re-election date
Other offices
Ms. Eva Castillo Sanz Chairwoman Independent
25-02-2019
  Board of Directors / Risk Advisory Committee / Board Risk Committee
Mr. Joaquín Ayuso García Committee member Independent
22-10-2014
15-03-2016
Board of Directors / Remuneration Committee / Risk Advisory Committee
Mr. Francisco Javier Campo García  Committee member  Independent 
22-10-2014
15-03-2016
Board of Director /  Audit and Compliance Committee / Remuneration Committee
Ms. Laura González Molero Committee member  Independent 
20-12-2018
  Board of Director / Remuneration Committee

Secretary: Mr. Miguel Crespo Rodríguez

Responsibilities

The Appointments and Responsible Management Committee has general authority to propose and report on the appointment and removal of directors and senior managers and is the body responsible for reviewing the Corporate Social Responsibility Policy. 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 Remuneration Committee is regulated in article 15bis of the Regulations of the Board of Directors, having developed its system through the Regulations of the Remuneration Committee approved by the Board of Directors.

Composition
Director Office Status
First Appointment date
Re-election date
Other offices
Mr. Francisco Javier Campo García Chairman Independent
25-02-2019
  Board of Directors / Audit and Compliance Committee / Appointments and Responsible Management Committee
Mr. Joaquín Ayuso García Committee member Independent
22-10-2014
15-03-2016
Board of Directors / Appointments and Responsible Management Committee / Risk Advidsory Committee
Mr. Jorge Cosmen Menéndez-Castañedo Committee member Independent
22-10-2014
24-03-2017
Board of Directors
Ms. Laura González Molero  Committee member  Independent 
25-02-2019
  Board of Director / Appointments and Responsible Management Committee 

Secretary: Mr. Miguel Crespo Rodríguez

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 four 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
Re-election date
Other offices
Mr. Joaquín Ayuso García Chairman Independent
25-02-2019
  Board of Directors / Appointments and Responsible Management Committee / Remuneration Committee
Ms. Eva Castillo Sanz Committee member Independent
22-10-2014
15-03-2016
Board of Directors / Appointments and Responsible Management Committee / Board Risk Committee
Mr. Fernando Fernández Méndez de Andés Committee member Independent
22-10-2014
24-03-2017
Board of Directors / Audit and Compliance Committee / Board Risk Committee
Mr. Antonio Greño Hidalgo Committee member Independent
25-02-2019
  Board of Directors  / Audit and Compliance Committee

Secretary: Mr. Miguel Crespo Rodríguez

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 three 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
Re-election date
Other offices
Mr. José Sevilla Álvarez Chairman Executive
01-06-2012
31-03-2016
Board of Directors
Ms. Eva Castillo Sanz Committee member Independent
25-06-2014
31-03-2016
Board of Directors / Appointments and Responsible Management Committee / Risk Advisory Committee
Mr. Fernando Fernández Méndez de Andés Committee member Independent
25-10-2012
24-03-2017
Board of Directors / Audit and Compliance Committee / Risk Advisory Committee

Secretary: Mr. Miguel Crespo Rodríguez

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.

Monitoring and Supervision Committee for the Process of Merger of Bankia and Banco Mare Nostrum

Pursuant to a report from the Audit and Compliance Committee approving the measure, the Board of Directors resolved at its meeting on 24 March 2017 to establish the committee to monitor and supervise the merger of Bankia and Banco Mare Nostrum (the Monitoring and Supervision Committee), solely comprising four independent directors.

This committee’s principal remit was to monitor and supervise the entire Bankia and Banco Mare Nostrum merger, from the preliminary phase of that process of prior study and analysis and, if applicable, as regards compliance with prevailing legal requirements.

Following the merger and pursuant to a report from the Audit and Compliance Committee approving the measure, the Board of Directors resolved at its meeting on 25 January 2018 to disband the Monitoring and Supervision Committee, and therefore amend the Company’s Regulations of the Board of Directors by eliminating the Final Provision thereof.

Between the date of its establishment and disbandment, the Monitoring and Supervision Committee comprised the following directors:

Director Office Status
Appointment date
Mr. Joaquín Ayuso García Chairman Independent
24-03-2017
Mr. Francisco Javier Campo García Committee member Independent
24-03-2017
Ms. Eva Castillo Sanz Committee member Independent
24-03-2017
Mr. Antonio Greño Hidalgo Committee member Independent
24-03-2017

Secretary: Mr. Miguel Crespo Rodríguez

Responsibilities

Until it was disbanded, the Monitoring and Supervision Committee was regulated by the Final Provision of the Regulations of the Board of Directors, which established the following:

Final provision. Committee to monitor and supervise the merger of Bankia and Banco Mare Nostrum

  • The board of directors may resolve to set up a committee to monitor and supervise the merger of Bankia and Banco Mare Nostrum, to be composed solely of independent directors, specifically by the lead independent director and chairman of the appointments and responsible management committee, who will also chair the committee, and by the chairman of the audit and compliance committee, by the chairman of the remuneration committee, and by the chairman of the risk advisory committee, without prejudice to its meetings being attended, when so expressly agreed by the committee members, by other directors, including executive directors, senior officers and employees, in addition to advisors and experts who take part in the merger process between Bankia and Banco Mare Nostrum.
  • The committee will have a secretary and, optionally, an assistant secretary, who need not be directors and may be other than the secretary and assistant secretary of the board of directors, respectively.
  • The committee will meet as often as called by resolution of the committee itself or its chairman. Any member of the management team or employee of the company that is requested to do so must attend its meetings, to cooperate with it and provide access to any information they may have. The committee may also require the attendance of the statutory auditor.
  • There will be a quorum for a committee meeting when at least the majority of its members are in attendance in person or by proxy, and it will adopt its resolutions by absolute majority of the committee members present or represented thereat. In the event of a tie, the chairman will have the casting vote. The members of the committee may extend proxies to other members. The resolutions of the committee will be maintained in a minutes book, each entry in which will be signed by the chairman and the secretary.
  • Without prejudice to other tasks assigned to it by the board of directors during the pursuit of the merger of Bankia and Banco Mare Nostrum, the committee will have powers of information, advising, proposal and, in particular, the essential function of continuous monitoring and supervision of the merger of Bankia and Banco Mare Nostrum, both in the preliminary phase of that process of prior study and analysis and, if applicable, as regards compliance with the legal requirements laid down in the applicable Spanish and European Union laws and regulations that allows, after approval by the boards of directors and the general meetings of shareholders of both entities, the merger process to be culminated, reporting to the board of directors on the development of those studies and analyses and on the fulfilment of said legal requirements, with special emphasis on safeguarding the interests of the company and hence of all of its shareholders, ensuring the autonomy and independence in the pursuit of the merger both in the preliminary phase and, if applicable, in the decision-making stage.
  • All of the above will be understood without prejudice to the authority of the audit and compliance committee to be informed on the structural and corporate modifications the Company intends to carry out for analysis of and prior report thereon to the board of directors regarding the economic conditions and their accounting implications and, especially, on the proposed share exchange ratio, in accordance with article 14.8 of the board of directors regulations.
  • The Committee will be terminated once the merger between Bankia and Banco Mare Nostrum has been culminated.

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