Corporate governance and remuneration

Corporate Governance

MicroBank Board of Directors

Meet who are part of the Board of Directors.

  • Juan Carlos Gallego

    Juan Carlos Gallego

    • President
    • 06/28/2018
  • Raphäel Alomar

    Raphaël Alomar

    • Independent
    • 09/11/20112

    (2) Renewal responsibility 5/04/2018.

  • Christian Eugene de Noose

    Christian Eugene de Noose

    • Independent
    • 04/19/2012(3)

    (3) Alberto López Martínez was appointed Director on 7 March 2019, with effect from 27 March 2019.

  • Ana Díez Fontana

    Ana Díez Fontana

    • Secretaria no consejera
    • 21/06/2018
  • Richard Fowler Pelly

    Richard Fowler Pelly

    • Independent
    • 03/30/2015
  • Carles Alfred Gasòliba Böhm

    Carles Alfred Gasòliba Böhm

    • Independent
    • 03/30/2015
  • Alberto López Martínez

    Alberto López Martínez

    • Managing Director
    • 03/27/2019(4)

    (4) Renewal responsibility 18/01/2018.

  • Ana Rocío Sáenz de Miera Cárdenas

    Ana Rocío Sáenz de Miera Cárdenas

    • Independent
    • 06/28/2018
  • Joaquín Vilar Barrabeig

    Joaquín Vilar Barrabeig

    • Proprietary
    • 02/21/2019
  • Montserrat Pérez Simeón

    Montserrat Pérez Simeón

    • Non counselor Secretary
    • 06/21/2018
Office Role Date first appointment
Chairman
Juan Carlos Gallego Proprietary 6/28/2018 (1)
Directors
Raphaël Alomar Independent 11/9/2011 (2)
Christian Eugene de Noose Independent 4/19/2012 (3)
Ana Díez Fontana Proprietary 11/2/2020
Richard Fowler Pelly Independent 3/30/2015
Carles Alfred Gasòliba Böhm Independent 3/30/2015
Alberto López Martínez Proprietary 3/27/2019 (4)
Ana Rocío Sáenz de Miera Cárdena Independent 6/28/2018
Joaquín Vilar Barrabeig Proprietary 2/21/2019
Deputy secretary
Montserrat Pérez Simeón - 6/21/2018

(1) The appointment of Juan Carlos Gallego as Chairman of Directors Board took place on 9/19/2019.

(2) Renewal responsibility 4/5/2018.

(3) Renewal responsibility 1/18/2018.

(4) Alberto López Martínez was appointed Director on 3/7/ 2019, with effect from 3/27/2019.

(5) All directors have been appointed after a favorable report or, if appropriate, at the proposal of the Appointments and Remuneration Committee.

Board of Directors Committees

There are two specialized committees within MicroBank Board of Directors: the Audit and Risk Committee and the Appointments and Remuneration Committee.

Audit and Risk Committee

Appointment and Remuneration Committee

The Appointments and Compensation Committee is made up of Directors who do not perform executive functions, the number of whom is determined by the Board of Directors, with a minimum of three (3) and a maximum of five (5) members. At least a third of these members and in any case the President must be independent directors. Members of the Appointments and Compensation Committee are to be appointed by the Board of Directors.

The Appointments and Compensation Committee will meet whenever necessary to perform its functions properly and will be called by the President of the Committee, either on their own initiative or else when required to do so by the President of the Board of Directors or two members of the Committee itself.

Members:

  • Carles Alfred Gasòliba Böhm

    Carles Alfred Gasòliba Böhm

    • Independent
    • 1/07/2017 (1)

    (1) Appointed President of the Committee on 6/21/2018.

  • Christian Eugene de Noose

    Christian Eugène de Noose

    • Independent
    • 3/31/2016(2)

    (2) Re-elected as of 5/04/2018.

  • Richard Fowler Pelly

    Richard Fowler Pelly

    • Independent
    • 12/15/2017
Position Nature Date first appointed
President
Carles Alfred Gasòliba Böhm Independent 7/1/2017 (1)
Member
Christian Eugène de Noose Independent 3/31/2016 (2)
Richard Fowler Pelly Independent 12/15/2017 (3)
Non-member secretary
Montserrat Pérez Simeón - 6/21/2018

(1) Reappointed as member and Chairman of the Committee on 19/12/2019 .Appointed as Chairman of the Committee on 21/6/2018.

(2) Reappointed on 26/3/2020 and previously reappointed effective from 5/4/2018.

(3) Reappointed on 19/12/2019.

For further information on the Appointments and Remuneration Committee, consult the Regulations of Directors Board.

The Audit and Risk Committee is made up of Directors who do not perform executive functions, the number of whom is determined by the Board of Directors, with a minimum of three (3) and a maximum of five (5) members. The majority of the members and in any case the President must be independent directors and one (1) of them is to be appointed taking into account his or her knowledge and experience in the field of accountancy, auditing or both. Furthermore, the Board of Directors will ensure that the members of the Committee have knowledge and experience in the fields of accountancy, auditing, finance, internal controlling and risk management, and also in any other fields appropriate to the performance of their functions and, while attempting to encourage diversity in its membership, the Audit and Risk Committee as a whole must have the pertinent technical knowledge in relation to the company's business.

The Audit and Risk Committee will appoint a President from among the independent directors. The President must be replaced every four (4) years, but may be re-elected once one (1) year has elapsed after he or she stands down.

This Committee will meet as often as necessary to perform its functions and will be called by its President, on their own initiative or when required to do so by the President of the Board of Directors or two (2) members of the Committee itself.

Members:

  • Richard Fowler Pelly

    Richard Fowler Pelly

    • Independent
    • 3/31/2016 (1)

    (1) Appointed President of the Committee on 21st June 2018. Re-elected as of 16th March 2018.

  • Raphäel Alomar

    Raphaël Alomar

    • Independent
    • 3/31/2016(2)

    (2) Re-elected as of 16th March 2018.

  • Carles Alfred Gasòliba Böhm

    Carles Alfred Gasòliba Böhm

    • Independent
    • 3/31/2016(2)

    (2) Re-elected as of 16th March 2018.

  • Joaquín Vilar Barrabeig

    Joaquín Vilar Barrabeig

    • Dominical
    • 3/27/2019
Position Nature Date first appointed
President
Richard Fowler Pelly Independent 3/31/2016 (1)
Member
Raphaël Alomar Independent 3/31/2016 (2)
Carles Alfred Gasòliba Böhm Independent 3/31/2016 (3)
Joaquín Vilar Barrabeig Proprietary 3/27/2019
Non-member secretary
Montserrat Pérez Simeón - 6/21/2018

(1) Reappointed as member and Chairman of the Committee on 26/3/2020. Reappointed as member on 16/3/2018 and appointed as Chairman on 20/6/2018.

(2) Reappointed on 19/12/2019 and previously reappointed effective from 18/1/2018.

(3) Reappointed on 26/3/2020 and previously reappointed effective from 16/3/2018.

For further information on the Audit and Risk Committee, consult the Regulations of Directors Board.

Steering Committee

These are the people who are part of the Steering Committee:

  • General Manager
    • Cristina González Viu
  • Department Managers
    • Frederic Flaquer Revaud
    • Susana Fons Lete
    • Francesc Xavier Gómez Naches
    • Hugo Martínez Pérez
    • Angel Soto Martín 
    • Maria Elena Martín
    • David Ferrer Rodero

MicroBank Articles of Association

MicroBank Board of Directors Regulation

Download MicroBank Board of Directors Regulation

MicroBank Directors Remunerations

Download MicroBank Directors Remunerations

Risk Management

Appropriate risk management is a crucial factor for the business of any lending institution and, in particular, those that, like MicroBank, mainly conduct their activities in the retail segment, defining the trust placed in them by their customers and shareholders as a fundamental value.

Risk control is fully integrated into the management and the Institution is actively involved in the implementation thereof. The Senior Management directly participates in this work by maintaining the internal control framework, which the Institution guarantees by prudent implementation thereof and by means of continuous liquidity and capital management and planning processes, hence ensuring suitability with the Institution’s profile. The Risk Management System operates in a comprehensive manner, consolidating such management at the corporate level. In this way, the structure of the risk profile is in line with the Group’s strategic goals.

The Group’s Risk Management System is composed of the following elements:

  • The Risk Culture which, inter alia, is structured through the general principles regarding Risk Management and training.
  • The Governance and Organisational Structure.
  • The Corporate Risk Map.
  • The Internal Control Framework.

For information related to Risk Management, please refer to the Annual Report:

Download the document of the annual report
  • 2018 : 12,03 days
  • 2017 : 25,8 days
  • 2016 : 28,15 days
  • 2015 : 18,23 days