Shareholders and Investors: Corporate Governance and Remuneration Policy

Suitability Policy

Procedures to ensure the suitability of members of the Board of Directors and other key personnel within the Organisation
 
Ibercaja Banco has a suitability evaluation procedure to ensure the suitability of members of the Board of Directors and other key personnel within the Organisation. This policy has been approved by the Board of Directors and is designed to establish the criteria that are to be applied by the Organisation in order to evaluate the suitability of members of the Board of Directors, managing directors, those responsible for managing internal control procedures and other personnel whose functions are key to the daily operations of the Organisation.
 
Responsibility for evaluating whether or not the aforementioned personnel meet the established requirements lies with the Appointment Committee, whose competences, in accordance with the regulations governing the actions of the Board of Directors, include (but are not limited to) the following:
  1. Formulating and reviewing the criteria with regard to the composition of the Board of Directors and the selection of candidates, ensuring that the selection procedures favour diversity of gender, experience and knowledge, are free of any implicit bias that may imply any form of discrimination, and, in particular, favour the selection of female members of the Board;
  2. Evaluating the competences, knowledge and experience that are required by the Board, defining the functions and aptitudes required by the candidates to fill Board vacancies, and evaluating the time and dedication required to ensure good performance in the role;
  3. Proposing candidates to the Board of Directors for the role of independent Board members, so their appointment can be voted on at the General Shareholders’ Meeting; and proposing the re-election or dismissal of said Board members, also to be voted on at the General Shareholders’ Meeting;
  4. Providing information regarding the proposals submitted to the Board by the chief executive in relation to the proposed appointment and dismissal of senior executives.
 
To evaluate the suitability of personnel whose appointment is subject to the suitability evaluation procedure, and in accordance with the criteria established in the corresponding legislation, the following shall be taken into account:
  • Commercial and professional repute
  • Their knowledge and experience
  • In the case of members of the Board of Directors, consideration shall also be given to their capacity for good governance, which shall be evaluated by means of indicators such as their capacity to dedicate themselves to the role, their independence, and the lack of any conflicts of interest. To this end, a limit has been set on the maximum number of positions that members of the Board of Directors can hold simultaneously on the governing bodies of other companies.  
 
The suitability policy is reviewed at least once every year. Additionally, at least once per year, verifications are carried to ensure that unforeseen circumstances that would render said personnel ineligible for their roles do not arise, notwithstanding their own obligation to communicate such circumstances in the event they should arise.
 
The aforementioned personnel shall also be placed at the disposal of the supervisory authorities in accordance with the terms of the legislation in force.
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