Calidad, confianza y compromiso social
Significant Event
The Company hereby notifies you that:
1.The Shareholders' Ordinary General Meeting held today agreed to set the number of members of the Board of Directors at sixteen (16), within the established limits in the Articles of Association. Up until today, the Board of Directors was made up of eighteen (18) members.
2.Furthermore, the Meeting approved the re-election as members of the Board of Directors of Mr Gonzalo Gortázar Rotaeche (executive director), Ms María Amparo Moraleda Martínez (independent director), Mr John S. Reed (independent director) and Ms María Teresa Bassons Boncompte (proprietary director) as well as the appointment of Mr Marcelino Armenter Vidal (proprietary director) and Ms Cristina Garmendia Mendizábal (independent director) as new members of the Board of Directors. The appointment of Mr Marcelino Armenter Vidal is subject to verification of his suitability by the European Central Bank.
In view of the agreement to re-elect and appoint the aforementioned directors and taking into account the non-renewal of office of the directors Mr Alain Minc, Mr. Juan Rosell Lastortras, Mr. Antonio Sáinz de Vicuña y Barroso and Mr. Javier Ibarz Alegría after the expiry of their term of office, the composition of the Board of Directors will be the following, once the acceptances of the appointments have taken place:
Mr. Jordi Gual Solé | Chairman (proprietary) | ||||||||
Mr. Tomás Muniesa Arantegui | Deputy chairman (proprietary) | ||||||||
Mr. Gonzalo Gortázar Rotaeche | CEO (executive) | ||||||||
Mr. Xavier Vives Torrents | Lead | Independent | Director | ||||||
(independent) | |||||||||
Mr Marcelino Armenter Vidal | Director (proprietary) | ||||||||
Fundación CajaCanarias represented | Director (proprietary) | ||||||||
by Natalia Aznárez Gómez | |||||||||
Ms. | María | Teresa | Bassons | Director (proprietary) | |||||
Boncompte | |||||||||
Ms. María Verónica Fisas Vergés | Director (independent) | ||||||||
© Caixabank, S.A., 2019 | 1 | ||||||||
Calidad, confianza y compromiso social
Mr. | Alejandro | García-Bragado | Director (proprietary) |
Dalmau | |||
Ms. Cristina Garmendia Mendizábal | Director (independent) | ||
Mr. Ignacio Garralda Ruiz de Velasco | Director (proprietary) | ||
Ms. María Amparo Moraleda Martínez | Director (independent) | ||
Mr. John S. Reed | Director (independent) | ||
Mr. Eduardo Javier Sanchiz Irazu | Director (independent) | ||
Mr. José Serna Masiá | Director (proprietary) | ||
Ms. Koro Usarraga Unsain | Director (independent) | ||
3.After holding the Ordinary General Meeting, the Board of Directors agreed to appoint Mr Gonzalo Gortázar Rotaeche as CEO of CaixaBank, S.A., with all the legally and statutorily delegable powers.
4.In addition, the Board of Directors, at the proposal of the Appointments Committee and the Audit and Control Committee, in this latter case with regard to the composition of the Appointments Committee, agreed to reorganise the composition of Board of Directors' Committees.
Specifically, the Board of Directors appointed Ms Verónica Fisas Vergés, independent director, as a new member of the Remuneration Committee and Mr Xavier Vives Torrents, lead independent director, as a new member of the Appointments Committee replacing, respectively, Mr Juan Rosell Lastortras and Mr Alain Minc.
Furthermore, the Board of Directors today agreed to reappoint the directors re-elected by the General Meeting, also held today, as members of the Board of Directors' Committees of which, until today, these directors were members. Specifically, Mr Gonzalo Gortázar Rotaeche was appointed as a member of the Executive Committee, Ms María Amparo Moraleda Martínez was appointed as a member of the Executive Committee and of the Remuneration Committee, Mr John S. Reed was appointed as a member of the Appointments Committee and Ms Teresa Bassons Boncompte was appointed as a member of the Appointments Committee.
Lastly, the Audit and Control Committee agreed to appoint Ms Koro Usarraga Unsain as Chairwoman of the Audit and Control Committee and the Risk Committee appointed Mr Eduardo Javier Sanchiz Irazu as its Chairman.
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Calidad, confianza y compromiso social
5.In accordance with the above, the composition of the committees is as follows:
Executive Committee
Mr. Jordi Gual Solé | Chairman (proprietary) | |||
Mr. Tomás Muniesa Arantegui | Committee member (proprietary) | |||
Mr. Gonzalo Gortázar Rotaeche | Member (executive) | |||
Ms. María Verónica Fisas Vergés | Committee member (independent) | |||
Ms. María Amparo Moraleda Martínez | Committee member (independent) | |||
Mr. Xavier Vives Torrents | Committee member (independent) | |||
Appointment Committee | ||||
Mr. John S. Reed | Chairman (independent) | |||
Mr. Xavier Vives Torrents | Committee member (independent) | |||
Ms. | María | Teresa | Bassons | Committee member (proprietary) |
Boncompte | ||||
Audit and Control Committee | ||||
Ms. Koro Usarraga Unsain | Chairwoman (independent) | |||
Mr. Eduardo Javier Sanchiz Irazu | Committee member (independent) | |||
Mr. José Serna Masiá | Committee member (proprietary) | |||
Risk Committee | ||||
Mr. Eduardo Javier Sanchiz Irazu | Chairman (independent) | |||
Ms. Koro Usarraga Unsain | Committee member (independent) | |||
Fundación CajaCanarias represented | Committee member (proprietary) | |||
by Natalia Aznárez Gómez | ||||
It is hereby recorded, for these purpose that Mr Ignacio Garralda
Ruiz de Velasco ceases to be a member of the Risk Committee.
© Caixabank, S.A., 2019 | 3 |
Calidad, confianza y compromiso social
Remunerations Committee
Ms. María Amparo Moraleda Martínez | Chairwoman (independent) | ||
Ms. María Verónica Fisas Vergés | Committee member (independent) | ||
Mr. | Alejandro | García-Bragado | Committee member (proprietary) |
Dalmau | |||
5 April 2019 |
© Caixabank, S.A., 2019 | 4 |
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CaixaBank SA published this content on 05 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 05 April 2019 14:01:09 UTC