The Explanatory Reports and Proposals Required by Article 529 Decies of the Corporations Act on Point 2 of the Agenda
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BANKIA, S.A. BOARD OF DIRECTORS 21.02.2020 REPORT OF THE BOARD OF DIRECTORS OF BANKIA, S.A. FOR THE PURPOSES PROVIDED IN ARTICLE 529 DECIES OF THE SPANISH CORPORATIONS ACT, IN RELATION TO THE PROPOSED APPOINTMENT AS MEMBER OF THE BOARD OF DIRECTORS OF MS. NURIA OLIVER RAMÍREZ, IN THE CATEGORY OF INDEPENDENT DIRECTOR Section 4 of article 529 decies of the consolidated text of the Spanish Corporations Act (Ley de Sociedades de Capital) approved by Legislative Royal Decree 1/2010 of 2 July 2010, provides that authority to propose the appointment or reelection of members of the Board of Directors rests with the appointments committee in the case of independent directors. And section 5 of said article 529 decies, in turn, provides that the Board of Directors shall accompany the proposed nomination of members of the Board of Directors with an explanatory report assessing the competence, experience and merits of the nominee. Accordingly, in order to formalise and explain the rationale for the Appointments and Responsible Management Committee’s nomination of Ms. Nuria Oliver Ramírez as independent director, the Board of Directors of Bankia has prepared this report to accompany the proposed appointment of Ms. Nuria Oliver Ramírez as member of the Company's Board of Directors in the category of independent director, for the Bylaws mandated term of four years. The Board of Directors has evaluated the proposal made by the Appointments and Responsible Management Committee, after analysing the current composition of the Board of Directors and its needs, assessing the conditions that should be met by directors to perform their duties, and the dedication required to properly discharge their office, and endorses the proposal in its entirety. The Board of Directors has also assessed the competence, merits and experience of Ms. Nuria Oliver Ramírez in relation to her nomination by the Appointments and Responsible Management Committee, and the Board of Directors likewise endorses that nomination in all its terms. The aforesaid proposal of the Appointments and Responsible Management Committee is attached as an Annex to this report of the Board of Directors. Professional profile and biography Born in Alicante in 1970, she holds a Higher Degree in Telecommunications Engineering from Universidad Politécnica de Madrid and a Doctorate with Honours in Media Arts and Sciences from the Massachusetts Institute of Technology (Massachusetts – United States). 1 She has also completed the following courses: • ZMP (German), from Goethe Institute. • Senior Diploma (French), from the Escuela Oficial de Idiomas. • Senior Diploma (English), from the Escuela Oficial de Idiomas. • Leadership Course in Strategic Cultural Change, in Universitas Telefónica. • Leadership Course in Women and Leadership, in IESE. • Leadership Course in Leading Self, in Oxford Leadership Academy. • Leadership Course in Turning Technology into Business, in Universitas Telefónica. • Leadership Course in Leading High Performing Teams, in Oxford Leadership Academy. • Leadership Course in Collaborative Development Action, by Bill Torbet. She has pursued her professional career in internationally recognised companies as researcher in artificial intelligence, intelligent and interactive systems, highlighted by her work in computational modelling of human behaviour, mobile IT and big data for social welfare, having held diverse positions of responsibility in the Vodafone Group, in the Data Pop Alliance and in the Telefónica Group, as well as in Microsoft Research. She is also a member of the Advisory Committees of several universities (Universidad Pompeu Fabra, Universidad Oberta de Catalunya, University of Lisbon, CITIC in La Coruña, Universidad Politécnica de Valencia) and the Fundación Gadea, and member of the editorial board of scientific journals. She is a member of the Royal Academy of Engineers of Spain. Category of directorship Ms. Nuria Oliver Ramírez is classified by the Appointments and Responsible Management Committee and by the Board of Directors that endorses the Committee's view, as an independent director, as she fulfils the requirements set out in article 529 duodecies.4 of the Corporations Act and in the Policy of Suitability for Directors, General Managers and Similar, and other key holders positions in Bankia and in the Policy on Selection, Diversity, Integration and Training for directors of Bankia. In this regard, the new member of the Board of Directors will be classified as an independent director, assuming her appointment is approved by the General Meeting of Shareholders. Assessment The Appointments and Responsible Management Committee has verified that Ms. Nuria Oliver Ramírez meets the suitability requirements set out in article 24 of Act 10/2014 of 26 June 2014, on regulation, supervision and solvency of credit institutions and in articles 30, 31 and 32 of Royal Decree 84/2015 of 13 February 2015 implementing 10/2014, without prejudice to such assessment of suitability requirements as may be done by the Bank of Spain or the European Central Bank, and 2 places on record that Bankia has and applies a Suitability Evaluation Manual that contains, amongst other items, a procedure for continuous assessment of the suitability of its directors. The academic and professional background of Ms. Oliver described in the preceding paragraphs show that she has extensive knowledge and experience in artificial intelligence and intelligent and interactive systems, and currently holds a position of strategic and technical leadership, in which she takes part in research projects and advising. She also has experience building credit risk models using mobile data. According to the information provided, Ms. Nuria Oliver Ramírez complies with the upper limit on offices stipulated in article 26 of Act 10/2014 of 26 June 2014, and is considered to be prepared to dedicate sufficient time to the effective discharge of the duties of the directorship. The Appointments and Responsible Management Committee also believes that, having regard to corporate governance best practices, the Board of Directors of the Company would be composed of 13 directors, nine in the category of independent director (69% of the total directors), thus favouring diversity of qualifications, experience, knowhow and skills on the Board of Directors. The appointment of Ms. Nuria Oliver Ramírez will likewise contribute to fostering gender diversity on the Board of Directors of the Company, pursuant to the duty of the Board of Directors to ensure that the selection procedures for directors favour gender diversity and diversity of experience and knowledge and, in particular, that they facilitate the selection of female directors, in accordance with article 529 bis.2 of the Corporations Act and article 24.1 of Act 10/2014 of 26 June 2014. Also, her inclusion on the Board of Directors of Bankia contributes to achieving the objective that the number of female directors should account for at least 30% of the total members of the Board of Directors recommended in the Good Governance Code of Listed Companies approved by Spain's National Securities Market Commission. Lastly, the Appointments and Responsible Management Committee, in accordance with Regulations of that Committee, has concluded that Ms. Oliver fulfils the requirements set out in the Company's Matrix of Competencies. Conclusions Ms. Nuria Oliver Ramírez has, in the opinion of the Board of Directors and taking into account the proposal made by the Appointments and Responsible Management Committee, which the Board endorses, the knowledge, specific expertise and skills, experience and merits required for bringing a proposal before the General Meeting of Shareholders her appointment as member of the Board of Directors of the Company, in the category independent director, for the Bylaws mandated term of four years. 3 CURRICULUM VITAE Ms. Nuria Oliver Ramírez 1. Academic profile: • Doctorate with honours in Media Arts and Sciences, from Massachusetts Institute of Technology (United States). • Higher Degree in Telecommunications Engineering, from Universidad Politécnica (Madrid). • ZMP (German), from Goethe Institute. • Senior Diploma (French), from the Escuela Oficial de Idiomas. • Senior Diploma (English), from the Escuela Oficial de Idiomas. • Leadership Course in Strategic Cultural Change, in Universitas Telefónica. • Leadership Course in Women and Leadership, in IESE. • Leadership Course in Leading Self, in Oxford Leadership Academy. • Leadership Course in Turning Technology into Business, in Universitas Telefónica. • Leadership Course in Leading High Performing Teams, in Oxford Leadership Academy. • Leadership Course in Collaborative Development Action, by Bill Torbet. 2. Professional background: • Chief Scientific Advisor at Vodafone Institute (2017-present). • Chief Data Researcher in Data Pop Alliance (2016-present). • Head of Data Science Research in the Vodafone Group (2017-2019). • Science Director in Telefónica R&D (2007-2016). • Researcher in Microsoft Research (2000-2007). 4 BANKIA, S.A. APPOINTMENTS AND RESPONSIBLE MANAGEMENT COMMITTEE 18.02.2020 PROPOSAL TO APPOINT AS INDEPENDENT DIRECTOR Ms. Nuria Oliver Ramírez The Bankia Appointments and Responsible Management Committee, pursuant to the powers attributed to it under article 15.7.b) of the Board of Directors Regulations and article 12 of the Regulations of the Appointments and Responsible Management Committee, for the purposes provided for in article 529 decies of the Spanish Corporations Act (Ley de Sociedades