BFA Tenedora de Acciones, S A U. Reports

However, if the situation worsens in the direction of the worst-case scenario, authorities must be prepared to implement new measures to prevent banks deleveraging simultaneously, since this could deepen the recession and have a serious impact on the quality of their assets and their capital positions. The BRRD creates a framework for the recovery and resolution of credit institutions and investment companies and introduces the requirement that banks must at all times maintain an adequate level of own funds and eligible liabilities (i.e. Bankia is also a market maker in Spanish government bills, bonds and debentures and a price provider for customers in issuing their own debt securities and for fixed income securities originated by the Bank. It has an active presence in the Spanish domestic market, distributing to the most important institutional customers in that market. It is a member of the MTS Spain trading platform, the Electronic System for Financial Assets Trading and the Official Market for Financial Options and Futures in Spain . Bankia and BMN both had a retail-banking focused business model and similar client profiles, which resulted in potential synergies from the reduction of duplicate costs, keeping the integration risk low.

(for more information, see section 5.3 of the Universal Registration Document). In 2018, the main financial investment was the agreement reached in May with Crédit Agricole, through its subsidiary Crédit Agricole Consumer Finance, for the creation of a joint venture with the aim of operating in the consumer finance business in Spain. The new company “CA CF – Bankia, S.A.”, 51% owned by Crédit Agricole Consumer Finance and 49% by Bankia, was incorporated in the second half of 2018, once the pertinent authorisations had been obtained from the regulatory and supervisory bodies. On 29 May 2020 Bankia reached an agreement with Cecabank, S.A. To transfer its institutional investment fund depository and pension fund business, which, at the date of this Registration Document, included a volume in deposits of approximately €26,000 million.

• Capacity as such and, if applicable, for the performance of executive functions, making it available to the shareholders upon call of the ordinary general meeting so the meeting may vote thereon, on an advisory basis.
• The content of the report will be regulated in the board regulations.
• The provisions of this article are without prejudice to any such other general and special delegations and grants of power of attorney as may be made.
• To perform its functions more effectively, the Remuneration Committee may use whatever resources it considers appropriate, including taking advice from outside professionals in matters within its remit, ensuring an appropriate alignment of interests and taking potential conflicts of interest into account when engaging such advice.

Ask the statutory auditor for explanations about the internal quality control system it has in place to safeguard its independence, as well as information on internal practices regarding the rotation of the audit partner and audit team and whether those practices comply with applicable Spanish and EU regulations in this respect. The unit works in a coordinated way with other assurance functions, such as risk management and control or regulatory compliance, as well as with the statutory auditor. The Committee must safeguard the independence and effectiveness of the internal audit function based on the information it receives directly from the head of audit project manager wikipedia about any incidents that have arisen and the report of activities the head must submit to the Committee at the end of each year. In particular, in relation to the risk management systems, the Committee will liaise and work closely with the risk advisory and board risk committees. F) Supervise the performance of the legal compliance unit, whose head will report directly to the Committee any incidents in the implementation of the annual work plan and at the end of each year will submit a report of activities. G) Continuously review, analyse and discuss any relevant non-financial information with management, internal audit and the statutory auditor.

Bankia

Also, Bankia Online includes features such as the contracting of the Mortgage On, the addition of other entities’ products, the single signature for contracting procedures, a renting simulator and one for pension plan features and contributions. In addition, there was the launch of a new channel, Bankia Online for the Self-Employed, the renovation of Bankia Online Companies, and the launch of the online contracting of auto insurance. The scope of the fee exemption was extended during the course of the year to include other customer groups. In May 2016 it was extended to all self-employed customers who paid their taxes or social security by direct debit through Bankia. In November 2016 the Bank launched the Cuenta ON account, which is completely free for customers who wish to interact with the Bank through digital channels. In January 2016, Bankia started to implement a new competitive positioning, the first step being the waiver of all fees for customers who had their income paid by direct deposit in Bankia.

• The scope of the fee exemption was extended during the course of the year to include other customer groups.
• The members of the risk advisory committee will be appointed by the board of directors, taking into account the directors’ knowledge, skills and experience and the committee’s duties.
• Similarly, inadequate credit risk management by Bankia could have an adverse effect on its business, operating results and financial position.
• Loans and advances to customers on the balance sheet are calculated net of reverse repurchase agreements and customer deposits on balance sheet are calculated net of repurchase agreements.
• C) Discuss these matters and propose initiatives to the executive for consideration.

Also, in accordance with such agreement, BFA will assume the obligations derived from the enforcement of the arbitral awards which are the subject of arbitral proceedings, as well as the expenses resulting from the implementation and enforcement of such arbitral proceedings. As of 30 June 2020, a total of 211 civil proceedings were ongoing in relation to shares derived from the IPO and subsequent purchases, and certain out-of-court claims. The total estimated risk for what is a margin call these proceedings amounts to €41 million, of which €37 million relate to claims filed by institutional investors . Net provisions and reversals thereof, mainly provisions recorded for pending legal issues, tax litigation and loan commitments and guarantees given, increased by €25 million in June 2020, 44.8% less than the increase recorded in the first half of 2019, mainly due to the release of provisions for contingent risks and commitments given to third parties.

Fund Operations

Recurring provisions for credit risk (excluding the extraordinary COVID-19 provision) bring the group’s ordinary cost of risk28 to 0.27% at the end of June 2020. If the extraordinary COVID-19 provision is included, the cost of risk rises to 0.73%. Net interest income represented 57.4% of the Group’s gross margin in the first half of 2020. Within equity, accumulated other comprehensive income totalled €114 million, 36.5% less than in December 2019, due to the decrease in unrealised gains in the portfolio of fixed-income securities at fair value. The balance sheet date of the last year of audited financial information is not older than 18 months from the date of this Universal Registration Document.

Additionally, in the interests of effective supervision, the Committee will hold individual meetings with management and internal audit and maintain fluid communication with the external auditor. Finally, the Group’s own countercyclical capital cushion, calculated on the basis of the geographical location of its exposures in effect at the date of registration of this document, is 0%. § Increase in revenue through higher sales of high value products. The Bankia Group set a target of increasing its lending in the mortgage, consumer and company segments and generating fees in high value products to increase revenues and improve margins.

On 26 June 2020, the CNMV published an amendment to certain principles and recommendations included in the Code of Good Governance. Bankia intends to review and consider these amendments and will report on the degree of compliance with the revised Code, as required under article 540 of the LSC, in its next Annual Corporate Governance Report. None of the members of Bankia’s current Board of Directors has received any sums whatsoever in respect of remuneration for membership of Board committees, compensation or any other item.

Preference shares

G) Supervise the execution of the audit engagement, taking steps to ensure that the auditor’s opinion on the annual accounts and the main content of the audit are drafted clearly and precisely. D) Once the audit has been completed, review with the statutory auditor any significant findings and the content of both the auditors’ report and the additional report for the Committee. Analyse any changes in the overall remuneration of the statutory auditor. Ensure that the Company reports any change of auditor as a material disclosure, accompanied by a statement as to whether there were any disagreements with the outgoing auditor and, where applicable, the nature of the disagreements. The head of internal audit has effective direct access to the Committee. The resources initially assigned – human, technological and financial resources, including the engagement or use of experts for audits that require special qualifications – are sufficient and appropriate.

Following the consolidation of BMN, in 2018 the Bankia Group generated profit before tax from continuing operations of €920 million, 47.2% more than in 2017. The profit attributable to the shareholders of the parent company totalled €703 million, up 39.4% on 2017, when profits were reduced by the extraordinary restructuring expenses recognised as a result of the merger while BMN’s contribution to profit for the year only covered one month. This item basically reflects impairment losses on the Group’s non-current assets held for sale and extraordinary gains or losses on the sale of these assets The loss reported at the end of 2019 was €180 million, €25 million (+16%) more than in 2018 due to revaluations and provisions for expected losses. Net gains on financial assets and liabilities totalled €298 million in 2019, 27.4% less than in 2018, because of the lower volume of sales of fixed-income securities in the year. As provided in applicable legislation and in the Bylaws, the yearly report on directors’ remuneration and the annual report will disclose the individual remuneration received by each director, specifying the sums paid in respect of each remuneration category.

The principal meeting site must be located in the municipality specified in paragraph 1 of this article, which shall not be required for the other meeting sites. Those attending at any of the sites will, for all purposes related to the general meeting, be treated as having attended the same single meeting. The meeting will be deemed to have been held at the principal site.

BFA Tenedora Acciones Investment Preferences

At the end of 2019 the Bankia Group reported profits attributable to the parent company of €541 million, 23% less than for 2018, mainly due to lower gains on financial assets and liabilities and to the provisions recognised as part of the process of reducing non-productive assets carried out in the last financial year. However, the positive impact of the merger with BMN and the implementation of various cost control plans cut administrative expenses by 4.8% compared with 2018, pushing the Group’s “core”18 results up by 3.5% to €1,287 million in 2019. The term of office as the lead independent director will be three years, with no successive reelection. Status as the lead independent director will cease by expiration of the term for which said director was appointed, when the director ceases to be a director, The structure, functions and operating rules of these committees will be governed, to the extent not covered in these bylaws, by the board of directors regulations. When said director loses status as an independent director, or when so resolved by the board of directors upon proposal of the appointments and responsible management committee.

The initial divestment term was extended for the first time until 2019 through Royal Decree-Law 4/2016, of 2 December, on urgent measures in financial matters. In addition, the Council of Ministers may order additional extensions; as a consequence, on 21 December 2018 it ordered an additional two-year extension until December 2021 (see Section I “Risk factors”, section entitled “Change of control as a consequence of FROB’s future divestment”). In turn, Bankia will pay any amounts derived from the enforcement of unfavourable judgments, delivered in various proceedings brought against it due to the issuance of preferred 6 trading strategies every trader should know 2020 securities and subordinated debt, issued by the Cajas making up the Group, and expenses up to a maximum of €246 million. Given that such amount has been exceeded, BFA must bear such payments or must duly reimburse Bankia for any payments made. The Framework Agreement signed by Bankia and BFA, formalised on 28 February 2014, seeks to establish a general context of transparency and diligence in which to face the risks derived from any operations executed between them. This agreement, which foresees that, after BFA’s unbanking, the Framework Agreement will still apply to the “unbanked” institution, i.e.

This division manages the corporate relationship framework with Bankia’s strategic partners in the insurance and consumer finance businesses mainly at points of sale. Within this activity, the supervision and development of agreements entered into with partners , is coordinated, ensuring mutual compliance of the commitments therein. The Bancassurance division is responsible for brokering insurance and providing specialist support to the branch network for the marketing of insurance products for both individuals and businesses (retail multi-risk, credit insurance, civil liability and business multi-risk). Asset management is carried out through Bankia Fondos and Bankia Pensiones, which provide the branch network with investment products related to investment funds and pension plans, respectively. The Group’s activities depend largely on its ability to effectively and accurately process and report a high volume of highly complex transactions involving numbers and diverse products and services. It therefore relies on highly sophisticated information technology (“IT”) systems for the transmission, processing and storage of data.

BFA Tenedora Acciones

The remuneration committee will be chaired by an independent director appointed by the board of directors. The chairman of the committee must be replaced every four years, and may be re-elected one or more times for terms of the same length. The audit and compliance committee will meet as often as it is called by resolution of the committee itself or its chairman, and at least four times per year.

Section I includes a detailed description of the factors and uncertainties that can be reasonably expected to have a direct or indirect major impact on the Bankia group’s prospects and operations. Under the EU Banking Reforms, compliance with the net stable funding ratio will become compulsory on 27 June 2021. The ratio is nevertheless monitored internally and remains stable at over 100%. Liquidity management by the Bankia group includes compliance with its short-term LCR and NSFR by regularly providing the regulator with the necessary monthly and quarterly information. The EU Banking Reforms also create uncertainty over how Group subsidiaries will be treated in terms of the determination of the Bank’s resolution group and MREL since a situation may arise in which the Bank’s consolidated MREL does not fully reflect its multiple point of entry resolution strategy.

EN BREVE-Los acuerdos de Bankia y Caixabank aprueban la fusión de los dos bancos

The key movements in the Bankia Group’s balance sheet in 2018 are noted below. Following the merger with Banco Mare Nostrum in 2018, the commercial activities of the Bankia Group continued to perform well with regard to new lending, with a very sound financing structure based on using mainly customer funds to finance lending. Apart from the interest of the BFA, the Bank is not aware of any other shareholder having a number of shares sufficient to allow it to appoint a member of the Board of Directors, as contemplated in article 243 of the LSC .

Non-current assets and disposal groups held for sale decreased by €402 million (-18.7%) to 1,750 million due to the aforementioned sale of the investment in Caser and the reclassification of non-performing loans totalling €306 million gross to the portfolio of financial assets at amortised cost. Net fee and commission income amounted to €1,081 million, up 1.5% on the previous year. Increased commission income from securities brokerage (+20.3%), the structure and design of corporate transactions (+30.4%) and the sale of financial products (+2% on pension funds and insurance policies) offset lower commission income from the management of impaired assets and contingent risks. These totalled €49,583 million in 2018, compared to €55,334 million in December 2017. The largest movement in 2018 occurred in the portfolio of financial assets at fair value through other comprehensive income which, at €15,559 million, was €7,115 million lower than at December 2017 (-31.4%). This decrease was thanks to the sales carried out by the Group in the year in anticipation of forecast market interest rate rises.

Shareholders may ask directors for any information or clarification regarding the items of the agenda that they may deem necessary, as well as regarding the information provided by the Company to the CNMV, or submit in writing any questions that they may deem relevant up to the fifth day prior to the date scheduled for the meeting. B) Total number of shares and voting rights on the date of the call, broken down by classes of shares. The general meeting also may authorise the board to determine the time the resolved issue is to occur, and to fix the other terms not contemplated in the meeting resolution. The Company may issue debentures in accordance with the terms established by law. In the event of reduction of capital by repayment of the value of contributions, payment to the shareholders may be made wholly or partially in kind, provided that the conditions contemplated in section 2 of 0 below are satisfied. The creation of limited in rem rights or any other encumbrance on the shares must be entered in the corresponding account in the book-entry records.