Shareholders and Investors: Corporate Governance and Remuneration Policy

Board Committees

In accordance with the Bank’s Bylaws, the permanent delegation of the powers of the Board of Directors to the Delegated Committee shall include all of the powers of the former, except for those that cannot be delegated by law or by virtue of the Bank’s Bylaws or Board Regulations.

Position Name
Chairman Mr. José Luis Aguirre Loaso
First Vice Chairman Mr. Jesús Maximo Bueno Arrese
CEO Mr. Víctor Manuel Iglesias Ruiz
Secretary Mr. Jesús Barreiro Sanz
Member Mrs. Gabriela González-Bueno Lillo
Member Mr. Vicente Cóndor López
Member Mr. Juan Mª Peman Gavin

The competences of the Audit and Compliance Committee are the following:

  • To provide information, via its president and/or secretary, at the General Shareholders’ Meeting with regard to any matters raised by the shareholders in relation to issues falling within the Committee’s remit.
  • To supervise the effectiveness of internal monitoring, internal auditing and risk management systems, and to discuss with the accounts auditor or audit firms any significant weaknesses in the internal monitoring system that may have been detected during the auditing process.
  • To supervise the process of drawing up and presenting regulated financial information.
  • To put forward prospective accounts auditors or audit firms to the Board of Directors, so that it may in turn put them forward at the General Shareholders’ Meeting
  • To establish an appropriate relationship with the accounts auditor or audit firm in order to receive information regarding any issues that might present a risk to their independence, so that said issues can be examined by the Audit and Compliance Committee and any other committees that may be involved in the accounts auditing process; and in order to receive information regarding any other matters provided for in the legislation on accounts auditing and/or the technical regulations for the auditing process.
  • Under all circumstances, the accounts auditor or audit firm must provide the Audit and Compliance Committee with an annual written confirmation of their independence from the Bank and any bodies related to the Bank (whether directly or indirectly), along with any information regarding additional services of any kind they may have provided the Bank and/or related bodies, or which any persons or bodies related to them under the terms of the Accounts Auditing Act (Law 19/1988 of 12 July) may have provided said Bank and/or related bodies
  • To issue annually, prior to the accounts audit report, an additional report offering an opinion on the independence of the accounts auditor or audit firm. This report must also offer an opinion on the provision of the additional services referred to in the section above.

The Ibercaja Banco Audit and Compliance Committee is comprised of the following members:
 

Position Name
Chairman Mrs. Gabriela González-Bueno Lillo
Secretary (not Member) Mr. Jesús Barreiro Sanz
Member Mr. Vicente Cóndor López
Member Mr. Jesús Máximo Bueno Arrese
Member Mr. Juan María Pemán Gavín
Member Mr. Jésus Tejel Giménez

The Large Exposures and Solvency Committee has the primary duty of advising the Board of Directors as to the overall current and future risk appetite of the Entity and its Group, as well as setting the strategy in this respect. It also assists the Board with supervising the implementation of that strategy by senior management by monitoring the Bank's solvency levels and proposing any action deemed appropriate for improvement.

The Ibercaja Banco Large Exposure and Solvency Committee is comprised of the following members:

Position Name
Chairman Mr. Vicente Cóndor López
Secretary (not Member) Mr. Jesús Barreiro Sanz
Member Mr. Jesús Máximo Bueno Arrese
Member Mr. José Luis Aguirre Loaso
Member Mr. Jésus Tejel Giménez

Functions of the Appointments Committee:

Notwithstanding those functions that are attributed to the Board of Directors by law or by virtue of the Bank’s Bylaws, Board Regulations or other instruments, the Appointments Committee shall have the following basic responsibilities:

  • To assess the competences, knowledge and experience required by the Board of Directors. To this effect, it shall define the functions and aptitudes that are required from the candidates for each vacancy and assess the amount of time and dedication that will be required in order for the successful candidate to effectively perform his/her duties.
  • To establish gender representation targets for the gender that is least represented on the Board of Directors and to establish guidelines to meet said targets.
  • To put forward prospective independent board members and other members to the Board of Directors, so that it may in turn put them forward at the General Shareholders’ Meeting; and to put forward any proposed re-elections or dismissals of said members.
  • To provide information regarding proposed appointments and dismissals, and the basic contract conditions, of senior executives and other key Bank personnel.
  • To oversee and organise the succession process for the President of the Board of Directors and the Managing Director, and, when appropriate, submit proposals to the Board of Directors so that said succession takes place in a planned and well-organised fashion.

The Ibercaja Banco Appointments Committee is comprised of the following members:

Position Name
Chairman Mr. Jesús Solchaga Loitegui
Secretary Mr. Jesús Barreiro Sanz
Member Mr.Félix Santiago Longás Lafuente
Member Mr. José Ignacio Mijangos Linaza

Functions of the Compensation Committee:

Notwithstanding those functions that are attributed to the Board of Directors by law or by virtue of the Bank’s Bylaws, Board Regulations or other instruments, the Compensation Committee shall be responsible for providing information, advice and recommendations with regard to the compensation of board members, managing directors and similar roles, and, in general, those whose professional activities can have a significant impact on the Bank’s risk profile.

The Ibercaja Banco Compensation Committee is comprised of the following members:

 
Position Name
Chairman Mr. Jesús Solchaga Loitegui
Secretary (Member) Mr. Jesús Barreiro Sanz
Member Mr.Félix Santiago Longás Lafuente
Member Mr. José Ignacio Mijangos Linaza
The Strategy Committee has the primary duty of informing the Board of Directors about the Company's strategic policy ensuring that there is a precise organization for its implementation.

The Ibercaja Banco Strategy Committee is comprised of the following members:
 
Position Name
Chairman Mr. José Luis Aguirre Loaso
Secretary (not Member) Mr. Jesús Barreiro Sanz
Member Mrs. Gabriela González-Bueno Lillo
Member Mr. Emilio Jiménez Labrador
Member Mr. Félix Santiago Longás Lafuente