Mr. Manuel Azuaga Moreno

manuel-azuaga

Executive Chairman. Date of first appointment: 12/01/2011 - Dates of re-election: 04/27/2018 and 03/31/2022

Mr. Azuaga has a degree in Philosophy and Literature from the University of Málaga. He was head of Risks at Caja Rural de Málaga. He was also Head of Audit and Internal Control, Deputy Director of Planning and Management control, Organization and Human Resources at Caja de Ahorros y Préstamos de Antequera.

He has been Chairman of Aeropuertos Españoles y Navegación Aérea, S.A. (AENA), member of the Board of Directors of the following companies: Deóleo, S.A., Autopista del Sol Concesionaria Española, S.A., Lico Corporación, S.A., Cía. Andaluza de Rentas e Inversiones, S.A. (CARISA), Sacyr Vallehermoso, S.A. and Banco Europeo de Finanzas, S.A.

He held the positions of Deputy Director of Planning and Management Control, General Secretary, Regional Director of Business, Head of the Division of Investees and Managing Director at Montes de Piedad y Caja de Ahorro de Ronda, Cádiz, Almería, Málaga, Antequera (UNICAJA).

He has also held the position of Chairman of the Board of Directors of  Banco de Caja España de Inversiones, Salamanca y Soria, S.A. He has held the positions of Managing Director and Deputy Chairman and CEO at Unicaja Banco, S.A.

He is currently, the Chairman of the Board of Directors of Unicaja Banco, SA, holding the position of Executive Chairman of Unicaja Banco since June 2016, and Director of the Company since December 2011.

Also, he is Chairman of the Board of Directors of Cecabank, SA and Director of CECA, Trustee of the Savings Banks Foundation (FUNCAS) and representative of Unicaja Banco on the Board of Directors of the CIFAL Málaga Association.

Mr. Manuel Menéndez Menéndez

manuel-menendez

Consejero Delegado. Appointed on 31/03/2021

Mr. Menéndez has a PhD in Economic Science from the University of Oviedo and is a Professor of Financial Economics and Accounting at the same university (on leave).

He has developed his professional career in the banking and energy sector, having been the Chairman of Asturgar, Caja de Ahorros de Asturias, Banco de Castilla La Mancha, Hidroeléctrica del Cantábrico, S.A. (currently EDP), and Naturgas Energía Grupo, S.A.

He has also been member of the Board of Directors of Cecabank, Enagás and CECA; Chairman of Fundación Bancaria Caja de Ahorros de Asturias, Trustee (Patrono) of Fundación de las Cajas de Ahorros (FUNCAS) and member of the Board of Asociación de Empresas de Energía Eléctrica (AELEC).

At Liberbank, he has held the positions, successively, of Chairman (executive) and CEO since 2011.

He is currently member of the Board of EDP Renovaveis and Chairman (non-executive) of EDP España, Trustee (Patrono) of Fundación Princesa de Asturias, Chairman of Fundación EDP España and Trustee (Patrono) of Fundación DIPC.

Mr. Juan Fraile Cantón

juan-fraile

Vice-Chairman, Proprietary. Date of first appointment: 12/01/2011 - Dates of re-election: 04/27/2018 and 03/31/2022

Mr. Fraile holds a degree in Philosophy and Teaching from the Universidad Nacional de Educación a Distancia.

 

He has been a primary school teacher at Aneja School at the Normal School of Melilla and at the Juan Carrillo School in Ronda.

 

He has held the following positions: Councilor and Mayor of the City Council of Ronda, Provincial Representative and Chairman of the Provincial Council of Málaga (Diputación de Málaga), Chairman of Patronato de Turismo Costa del Sol and Member of the European Parliament (member of the Subcommittee on Human Rights, Committee for the Development and Delegation to the Joint Parliamentary Assembly ACP-UE).

 

Other relevant positions: Chairman of the Audit Committee, General Counsel, Member of the Board of Directors, S.A., and Vice President of Unicaja; member of the Board of Trustees of the Unicaja Banking Foundation and Director at Banco Europeo de Finanzas, S.A. and at Alteria Corporación Unicaja, S.L..

 

He is currently  Vice-Chairman at Unicaja Banco S.A., and member of the Board of Trustees of Fundación Unicaja Ronda.

 

Directorship Category: Proprietary (proposed by Fundación Bancaria Unicaja).

Ms. María Luisa Arjonilla López

maria-luisa-arjonilla

Independent Coordinating Director. Appointed by co-option 01/23/2020 - Ratified and named 04/29/2020

Ms Arjonilla has a degree in Biology from the Universidad Complutense de Madrid. With a broad experience in the sector of Banking and Financial Markets, she has been Head of Technology and Transactions Commercial Banking at Banco Santander, Head of Technology at Banco Popular, and she also held that same position previously at Barclays Bank España. At EURO AUTOMATIC CASH, entidad de pago, S.L., she was appointed non-executive Director. She has also spent part of her career working in other sectors as Head of Product at Alnova Technologies or Consultant and Manager at Accenture.

 

 

At present, she performs a teaching work in the technological field, as an associate professor in the Department of Computer Science of the Polytechnic School (Carlos III University) and as a teacher in a Master Program of Digital Transformation (University of Salamanca), also collaborating with the Institute of Stock Market Studies. Very recently, she has taken two specialization courses in the area of technology taught by the Universities of Stanford and Michigan, respectively.

Ms. Teresa Sáez Ponte

teresa-saez

Secretary of the Board of Directors, Proprietary. Date of first appointment: 04/27/2018 - Date of last re-election: 03/31/2022

Ms. Sáez has a degree in Economics from the University of Santiago de Compostela. She started her career at the Financial Division of Sociedad Petrolífera Española Shell S.A. She has developed most of her career at the Official Credit Institute (Instituto de Crédito Oficial - ICO), with the following positions: Financial Deputy Director; Manager of Financial Markets; Senior Dealer in Treasury and Coordinator of Front Office and Back Office activities.

 

She was also Director of the Financial Division of Caja España de Inversiones, General Director of Banco Europeo de Finanzas, S.A. and Head of Investees at Unicaja Banco.

 

She was director at different companies of the financial and industrial sectors. She has been a trustee of Fundación Bancaria Unicaja.

 

Directorship Category: Proprietary (proposed by Fundación Bancaria Unicaja).

Mr. Jorge Delclaux Bravo

jorge-delclaux

Independent Director. Appointed on 31/03/2021

Mr. Delclaux has a degree in Economic and Business Studies from Colegio Universitario de Estudios Financieros (CUNEF).

He started his professional career as Assistant Director at Morgan Grenfell & Co. Limited, to continue his career in Investment Banking at UBS Phillips and Drew and at Rothschild, where he was Global Partner and CEO for Spain.

In 2006 he joined Inversiones Ibersuizas, S.A. as Deputy Chairman and CEO, and in 2012 he was appointed CEO at Roland Berger in Spain.

During his professional career, he has been member of the Board of Directors of several companies such as Grucycsa, S.A., Safei, S.A., Ebro Agrícolas S.A., Fomento de Construcciones y Contratas, S.A., Península Capital, S.A.R.L. and many other investees as Private Equity manager.

He has been director at Liberbank, S.A. since 2011 and he is currently director at Preventiva, Compañía de Seguros y Reaseguros, S.A.

Mr. Felipe Fernández Fernández

felipe-fernandez

Propietary Director. Appointed on 31/03/2021

Mr. Fernández has a degree in Economic and Business Science from the University of Bilbao. He has been Lecturer of Statistics and Econometric Analysis at the University of Oviedo, Faculty of Business and Economics.

He has held the position of Director General at Caja de Ahorros de Asturias. He has held several managing positions at Asturias Regional Administration. He has also been Head of Admin and Finance at EDP España, S.A.U.

He is currently a member of the Board of Directors of the following companies: EDP España, S.L.U.; Lico Leasing, S.A.; Instituto de Medicina Oncológica y Molecular de Asturias, S.A; Cementos de Tudela Veguín, S.A., Cimento Verde do Brasil, S.A., Masaveu Inmobiliaria, S.A. He is also member of the General Supervisory Board of EDP Energías de Portugal, S.A. and Trustee (Patrono) of Fundación Caser.

At Liberbank, he was Head of the Business Corporation Area and Director since 2013.

Directorship category: Proprietary Director (proposed by Fundación Bancaria Caja de Ahorros de Asturias).

Ms. María Garaña Corces

luisa-garana

Independent Director. Appointed on 31/03/2021

Ms. Garaña has a degree in Law and Business from Universidad CEU San Pablo, a degree in International Trade from the University of Berkeley and an MBA from Harvard University.

She has worked as a Consultant at Andersen Consulting and as a Manager at Bain & Company, Mexico. She has been Inventory Director for Televisión Azteca, Mexico. She has worked with Microsoft in different regions, holding the positions of Head of Operations and Marketing in Mexico, President of Latin America South Cone and President and CEO of Microsoft Iberica, S.A. She has worked at Google as Director General of Professional Services for EMEA (Europe, Middle East and Africa).

Currently, she is Vice-President of Professional Services for Europe, Middle East and Africa at Adobe Inc.

From 2015 to 2021, she has been independent Director at the Board of Liberbank, S.A.. She has also been independent Director at the Board of Distribuidora Internacional de Alimentos (DIA) (2016-2019) and member of the European Institute of Technology (EIT), under the European Commission (2012-2017). Since 2015 she has been a director of Alantra Partners, S.A. and since 2020 she is a member of the Supervisory Board of TUI AG, positions that she currently holds.

Ms. Petra Mateos-Aparicio Morales

petra-mateos

Proprietary Member. Date of first appointment: 01/30/2014 - Dates of re-election: 04/27/2018 and 03/31/2022

Ms. Mateos-Aparicio has a cum laude PhD in Economics and Business Studies from the Universidad Complutense de Madrid and she is a professor of Financial Economics.She is also the Deputy Chairwoman of the USA-Spain Chamber of Commerce, since February 2011, and Independent Director at Técnicas Reunidas, S.A., sin February 2016.

She has been Indpendent Director of Solvay (2009-2013) in Belgium; Executive Chairwoman of Hispasat (2004-2012); Non-executive Chairwoman of Hisdesat (2005-2011); Director at Hispamar Satélites (Brazil); Director at Xtar Llc (USA) since 2005 until 2012. Since 1983 until 1985 she was Director of Iberia and Banco Exterior de España, where she was Deputy General Director (Directora General Adjunta) from 1985 to 1987.

With a broad academic experience, Mrs. Mateos-Aparicio is Member of the International Advisory Board of Science, University and Society of the CRUE (Conference of Chancellors of Spanish Universities). She has been (1982-2015) Professor of Financial Economics in the Department of Business Economics and Accounting of School of Economics of the UNED, and Professor of Financial Economics at Colegio Unversitario de Estudios Financieros (CUNEF); member of the National Board of the Instituto Español de Analistas Financieros (IEAF) (2011-2017) and Member of Board of ANECA (National Agency for Quality Assessment and Accreditation of Spain) (2009-2015).

Mrs. Mateos-Aparicio has received several awards and prizes, such as: Knight of the Legion of Honor from the Republic of France (2011); Business Leader of the Year (2010), from the USA-Spain Chamber of Commerce; or Woman Together Foundation (2009) Award from the Economic and Social Council of the United Nations (ECOSOC).

She has published several books and papers on financial topics. Her latest published book, Finanzas Corporativas, with the authors Brealy, Myers, Marcus and Mateos (McGraw-Hill and UNED, 2010) is a relevant text for decision-making in the financial field.

Directorship Category: Proprietary (proposed by Fundación Bancaria Unicaja).

Mr. Manuel Muela Martín-Buitrago

manuel-muela

Proprietary Member. Appointed by co-option 02/21/2018 - Ratified and named 04/27/2018 - Date of last re-election: 03/31/2022

Mr. Muela has a degree in Political Science and Economics from the Universidad Complutense de Madrid and a degree in Law from the UNED (Universidad Nacional de Educación a Distancia).

He was member of the Deputy General Secretariat of the Instituto de Crédito de las Cajas de Ahorros.

He held the positions of Head of Department of Savings Banks (Jefe de Negociado de las Cajas de Ahorros) and Head of Credit Institutions (Jefe de Sección de Entidades de Crédito) at the Bank of Spain. He has also been Chairman of the Liquidation Committee IGS Mercado Hipotecario and Executive Chairman of the Liquidation Committees if several Sociedades de Garantía Recíproca (Mutual Guarantee Schemes), upon proposal by the Bank of Spain.

He has held the following positions: Deputy General Director and Technical General Secretary at Caixa Catalunya, General Director at Caja de Ahorros y Monte de Piedad de Cádiz, CEO at Bank of Credit and Commerce, S.A.E. and Executive Chairman at Banco Europeo de Finanzas (in the latter two, upon proposal by the Fondo de Garantía de Depósitos), as well as independent Director at Grupo Caja3, Non- executive Chairman of Banco de Caja España de Inversiones, Salamanca y Soria, S.A. (EspañaDuero) and Consejero de Caja de Seguros Reunidos, Compañías de Seguros y Reaseguros, S.A. (CASER).

Directorship Category: Proprietary (proposed by Fundación Bancaria Unicaja).

Mr. Ernesto Luis Tinajero Flores

enesto-tinajero

Proprietary Director. Appointed on 31/03/2021

Mr. Tinajero holds a degree in Economics from the University of Anáhuac and an MBA from the Wharton School of the University of Pennsylvania.

He has been Credit Analyst of International Banking at Crocker National Bank (San Francisco, CA), Deputy Director of the Directorate General of Documentation and Analysis of the Secretaría de Programación y Presupuesto México D.F., Deputy Director of Corporate Banking at Banco Nacional de México (BANAMEX), and Partner of Infico, S.A. de C.V. He has held the positions of Chairman and Director General in Factor Arme, S.A. de C.V., Arrenmex, S.A. de C.V. and in Cablecom.

Since 2015, he has been member of the Board of Directors of Liberbank, S.A. and member of its Appointments Committee.

He is an investor and businessman in the sectors of real estate, finance, telecommunications, sports and consumer goods in Mexico, Spain and the USA, currently holding the following positions in the management bodies of companies or investees: Chairman and CEO of the Board of Directors of Leasa Spain, S.L., Aivilo Spain, S.L., Innokap Inversiones de Capital, S.A. de C.V., member of the Board of Directors of Compañía de Viñedos Iberian, S.L., Viñas del Jaro, S.L.U., Bodegas y Viñedos de Cal Grau, S.L.; Sole Manager of Altila ITG, S.L.U.; member of the Board of Directors of Fondo Metrópolis I and II, Grupo Carolo, Grupo Dupuis Becara and Grupo Artik.

He is also Chairman of Impulsora del Deportivo Necaxa, member of the Board and Chairman of the Financial Committee of Colegio Junípero, AC, member of Wharton Executive Latin-American Board, and member of Assembly of Owners (Asamblea de Dueños) of professional football teams.

Directorship category: Proprietary Director (proposed by Aivilo Spain, S.L).

Mr. David Vaamonde Juanatey

david-vaamonde

Proprietary Director. Appointed on 31/03/2021

Mr. Vaamonde holds a degree in Economic and Business Science from the University of A Coruña and a Masters’ degree in Finance from London Business School. He has been associate professor in the Faculty of Economics and Business of the University of A Coruña.

His professional career started in Caja de Ahorros de Galicia as analyst in the Deputy Directorate of Studies. He has worked at Fitch Ratings Ltd, as bank rating analyst, and at JP Morgan Europe Ltd, as credit risk analyst with financial institutions. He has also worked as a securities analyst of Spanish and Portuguese banks at Fidentiis Equities S.V. S.A. and MainFirst Bank AG (2013-2015). Since April 2015 he works at Oceanwood Capital Management LLP, where he is a partner and portfolio manager of financial institutions.

He has been member of the Board of Directors of Liberbank, S.A. since 2018.

Directorship category: Proprietary Director (proposed by Oceanwood Capital Management LLP).

Board of Directors

Manuel Azuaga Moreno

Shares Direct

216.500

Shares Indirect

0

% of total rights

0,008





Board of Directors

Manuel Menéndez Menéndez

Shares Direct

614.960

Shares Indirect

0

% of total rights

0,023





Board of Directors

Juan Fraile Cantón

Shares Direct

0

Shares Indirect

0

% of total rights

0





Board of Directors

Teresa Sáez Ponte

Shares Direct

0

Shares Indirect

0

% of total rights

0





Board of Directors

María Luisa Arjonilla López

Shares Direct

0

Shares Indirect

0

% of total rights

0





Board of Directors

Jorge Delclaux Bravo

Shares Direct

0

Shares Indirect

0

% of total rights

0





Board of Directors

Felipe Fernández Fernández

Shares Direct

256.527

Shares Indirect

0

% of total rights

0,009





Board of Directors

María Luisa Garaña Corces

Shares Direct

65.390

Shares Indirect

0

% of total rights

0,002





Board of Directors

Petra Mateos-Aparicio Morales

Shares Direct

0

Shares Indirect

0

% of total rights

0





Board of Directors

Manuel Muela Martín-Buitrago

Shares Direct

0

Shares Indirect

0

% of total rights

0





Board of Directors

Ernesto Luis Tinajero Flores (1)

Shares Direct

0

Shares Indirect

78.443.075

% of total rights

2,954





Board of Directors

David Vaamonde Juanatey

Shares Direct

262.020

Shares Indirect

0

% of total rights

0,009





Identification of the persons holding the positions of Chairman and CEO

Identification of the persons holding the positions of Chairman and CEO:

  • Executive Chairman: Mr. Manuel Azuaga Moreno.
  • CEO: Mr. Manuel Menéndez Menéndez

 

Audit and Regulatory Compliance Committee

Composition

 

The Audit and Regulatory Compliance Committee is temporarily composed of two independent directors and one proprietary director.

 

Chairman

Mr. Jorge Delclaux Bravo. Independent director.

 

Member

Ms. María Luisa Arjonilla López. Independent director.

 

Secretary

Mr. Manuel Muela Martín-Buitrago. Proprietary director.

 

 

Functions

 

The functions of the Audit and Regulatory Compliance Committee are detailed in Article 25 of the Bylaws  and are further developed in Article 31 of the Board of Directors Regulations and in the Audit and Regulatory Compliance Committee Regulations.

 

Risk Committee. Identification of the Risk Unit Director

Composition

 

Risk Committee is composed of three independent directors and two proprietary directors.

Chairwoman

Ms. María Luisa Arjonilla López. Independent director.

 

Members

Mr. Jorge Delclaux Bravo. Independent director.
Ms. María Garaña Corces.
Independent director.
Mr. David Vaamonde Juanatey.
Proprietary director.

 

Secretary

Ms. María Teresa Sáez Ponte. Proprietary director.

 

 

Functions

 

The functions of the Risk Committee are described in Article 26 of the Bylaws and detailed in Article 34 of the Board of Directors Regulations.

 


Identification of the risk unit director

 

The General Directorate Deputy to the Presidentof Control, Strategy and Relations with Supervisors, headed by Mr. Isidro Rubiales Gil, includes the Directorate of Global Risk Control, headed by Mr. Cédric Blanchetière (Chief Risk Officer).

 

Appointments Committee

Composition

 

The Appointments Committee is temporarily composed of two independent directors and one independent director.

 

Chairwoman

Ms. María Garaña Corces. Independent director.

 

Member

Ms. María Luisa Arjonilla López. Independent director.

 

Secretary

Mr. Felipe Fernández Fernández. Proprietary director.

 

 

Functions

 

The functions of the Appointments Committee are described in Article 27 of the Bylaws and detailed in Article 32 Board of Directors Regulations.

 

Remuneration Committee

Composition

 

The Remuneration Committee is temporarily composed of two independent directors and one independent director.

 

Chairwoman

Ms. María Garaña Corces. Independent director.

 

Member

Ms. María Luisa Arjonilla López. Independent director.

 

Secretary

Ms. Petra Mateos-Aparicio Morales. Proprietary director.

 

 

Functions

 

The functions of the Remuneration Committee are listed in Article 27 bis of the Bylaws and further detailed in Article 33 of the Board of Directors Regulations.

 

Technology and Innovation Committee

Composition

 

The Technology and Innovation Committee is temporarily composed of two independent director and three proprietary directors.

 

Chairwoman

Ms. María Luisa Arjonilla López. Independent director.

 

Member

Ms. María Garaña Corces. Independent director.
Ms. Petra Mateos-Aparicio Morales.
Proprietary director.

Mr. Ernesto Luis Tinajero Flores. Proprietary director.

 

Secretary

Mr. Juan Fraile Cantón. Proprietary director.

 

 

Functions

 

i) To assist the Board of Directors in making decisions that affect technology, management of the information and data and the Company’s telecommunications structures, informing of strategic plans and actions and submitting the appropriate proposals.

 

ii) To overview the optimization of the technological support for the treatment of the information and the development of systems and applications, ensuring their smooth running and data security.

 

iii) To monitor the process of technological transformation of the Company, paying special attention to its impact on the business model.

 

iv) To monitor the technological risk, in general.

 

v) To arrange for the identification of the potential innovation ways existing in the Company, as well as to overview and monitor the innovation initiatives which have an impact on the business model.

 

vi) To provide the assistance that may be required, within the framework of their respective  competences, by the Audit and Regulatory Compliance Committee and by the Risk Committee, and to act in coordination with both Committees to the extent that may be necessary for the exercise of its own competences.

 

Operation regulations

 

The operation regulations of the Technology and Innovation Committee are specified below:

 

1. It will be composed of a minimum of 3 and maximum of 5 Directors, without executive functions at the Company. The members of the Technology and Innovation Committee will be appointed by the Board of Directors taking into account the knowledge, experience and skills required for the functions to be performed.

 

2. The Directors appointed by the Board of Directors as Committee members shall serve office for a period not longer than their office as Directors and without prejudice to the possibility of being re-elected, as long as they are re-elected as Directors.

 

3. The Board of Directors shall appoint the Technology and Innovation Committee’s Chair from among the independent Directors which compose the said Committee. It will also appoint a Secretary, who may or not be a Committee member and who will assist the Chair and will provide for the good performance of the Committee. The Secretary will duly reflect in the minutes the development of the meetings, and the minutes will be at the disposal of all the Directors.

 

4. The system for convening a meeting, required quorum, adoption of resolutions and other topics related to the operation of the Committee, where not expressly stated, will be those set for the Board of Directors, insofar as they applicable.

 

5. The Committee will meet as often as determined by the Committee itself, and when convened by its Chair or requested by two of its members. Annually, the Committee will prepare an action plan for the financial year, which will be reported to the Board.

 

6. The Technology and Innovation Committee may rely on external advice when considered necessary for the performance of its functions.

 

7. The Committee’s Chair will inform, in the first Board meeting after the Committee meeting, of the decisions adopted.

 

8. The Committee will submit annually to the Board of Directors a report on its operation.

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