Independence of General Assembly and Board members

Caja Madrid seeks to ensure the good governance of our organisation by means of "incompatibility" clauses. The goal at all times is to guarantee the full independence of General Assembly and Board members and avoid possible conflicts of interest.

Accordingly, no person in any of the following situations may serve in the General Assembly:

• Chairmen, board members, directors, members of governing bodies, executives, managers, advisors or similar officers in other credit institutions or corporations or entities that promote, sustain or guarantee financial institutions, except when such posts are held in representation of Caja Madrid.
• Senior managers in other financial institutions that are not subsidiaries of Caja Madrid.
• Persons working for government departments or agencies who perform functions directly relating to the activities carried on by savings banks.

The above situations also render persons ineligible to serve on the Caja de Madrid Board of Directors. In addition, persons in the following situations will likewise not be allowed to hold a Caja Madrid directorship:

• Members of boards of directors or equivalent bodies of more than four companies or cooperative entities. Positions held on the board of directors or equivalent body of companies in which the director in question, his or her spouse, ascendants or descendants, together or separately own at least the quantity of shares yielded by dividing the share capital by the number of board seats shall not compute towards the above limit. The same rule shall apply in cases of the legal representation of minors, absent or incapacitated directors. In no event may the total directorships held by any one person number more than eight.
• Current employees of other financial entities that are not Caja Madrid subsidiaries.
• Members of the Spanish National Parliament, the European Parliament or a regional parliament or holding the position of mayor, town council member or senior government officer.

Directors appointed in investee companies

Directors appointed in investee companies With respect to the directors named in companies in which Caja Madrid holds voting rights or makes voting recommendations, although no formal voting policies are issued on social and environmental matters, so as not to constrain the independence of those directors, the principles and commitments assumed by Caja Madrid on these matters are taken into account when the voting rights are exercised."