Shareholders’ General Meeting Board
The Shareholders’ General Meeting Board comprises a chairman and two secretaries, elected for three year terms of office by the Shareholders’ General Meeting and may be re-elected for one or more terms of office.
Article 10 of CaixaBI’s articles of association states that all shareholders with one thousand or more shares registered in their name in the company’s share ledgers are entitled to be present at Shareholders’ General Meetings, with each block of one thousand shares being entitled to one vote in accordance with no. 2 of article 14.
Shareholders with less than one thousand shares may form groups to make up this number and arrange to be represented by any group member, to be indicated in a letter to the chairman of the Shareholders’ General Meeting Board. In the case of the joint ownership of shares, only one of the owners may participate in Shareholders’ General Meetings, and must be given a power of attorney by the others.
Shareholders may arrange to be represented at Shareholders’ General Meetings by informing the chairman of the Shareholders’ General Meeting Board, by letter, prior to the meeting’s scheduled date. Shareholders who are singular persons may arrange to be represented by other shareholders or other lawfully entitled persons. Collective persons shall be represented by the person nominated for the purpose in question.
The chairman of the Shareholders’ General Meeting Board shall call an extraordinary Shareholders’ General Meeting whenever requested by shareholders with the minimum number of shares required by law and who request the meeting in a letter with notarised signature providing precise information on the issues to be included on the agenda and justifying the need for the meeting. A Shareholders’ General Meeting called at the request of shareholders shall only be held if applicants holding the minimum number of shares required to call the meeting are present.
There are no limitations on voting rights, nor does any shareholder enjoy special rights and there is no knowledge of any shareholders’ agreement.
Board of Directors
The Board of Directors comprises a minimum of three and a maximum of fifteen members elected for three year terms of office by the Shareholders’ General Meeting and may be re-elected one or more times. The Board of Directors shall choose its chairman and may, at its discretion, appoint one or more deputy chairmen from among its members.
The Board of Directors is responsible for the company’s business affairs and meets whenever convened by its chairman and at least once every three months. The resolutions of the Board of Directors shall be passed by an absolute majority of the votes cast by the members present or represented, with the Chairman having the casting vote in the event of a tie. Board of Directors’ resolutions are only valid when more than half of its members are present or represented.
In statutory terms, the Board of Directors delegates the authority to manage the company’s day-to-day affairs to the Executive Committee giving it (without prejudice to the faculty of taking upon itself any of the respective competencies) the authority necessary to make decisions on all issues related to the Bank’s performance of its activity, with the exception of those issues which cannot be delegated under no. 4 of article 407 of the Commercial Companies Code.
The Supervisory Board is responsible for supervising the company. It meets and establishes the contacts considered adequate for collecting all and any pertinent information on the Bank and other companies included in the consolidation and also acts as the liaison between CaixaBI and the external auditor.
The Supervisory Board is made up of three permanent and one deputy member and performs its duties as set out by law. It is elected every three years by the Shareholders’ General Meeting, which also appoints its respective chairman. Members are lawfully entitled to be re-elected.
The members of the Supervisory Board are not affected by the incompatibilities referred to in article 414-A of the Commercial Companies’ Code and are mainly independent professionals in conformity with the recommendation set out in the Bank of Portugal’s Circular Letter 24/2009/DSB and article 414 nos. 5 and 6 of the Commercial Companies’ Code.
The Statutory Auditor is elected every three years by the Shareholders’ General Meeting with the competencies defined by law. There is a deputy statutory auditor.