The Board of Directors of the new CaixaBank will propose to the General Shareholders' Meeting, to be held on 14 May, the payment of a cash dividend of EUR 0.0268 per share, i.e. EUR 216.09 million.
This dividend represents a pay-out equivalent to 15% of CaixaBank and Bankia's pro forma consolidated profit for 2020, in line with the recommendations of the European Central Bank (ECB). The pay-out is expected to take place as of 24 May.
CaixaBank and Bankia undertook in their merger agreement, announced in September last year, not to distribute dividends until the process was completed. Now, once the transaction has been legally closed, the shareholders of the new group, both Bankia and CaixaBank shareholders, will receive the dividend.
In the agenda for the meeting with shareholders, the entity explains that the total amount to be distributed is 688.24 million euros, of which 216.09 million euros will go to dividends and 472.14 million euros to voluntary reserves.
On the other hand, the new remuneration policy of the board of directors will be submitted to the shareholders for approval, which establishes that the new chairman, José Ignacio Goirigolzarri, will receive a fixed remuneration of 1.65 million euros, to which a maximum of 200,000 euros in variable remuneration should be added.
In addition to these amounts, he will receive a long-term incentive in the form of shares in the bank over a number of years, starting in 2025, if he meets the targets set by the bank. Goirigolzarri will not receive any amount for belonging to other boards.
The former chairman of the bank, Jordi Gual, who has no executive functions, received remuneration of 1.382 million euros in 2020, between fixed remuneration (1.09 million) and that derived from his membership of the boards of other companies and committees of the board of directors.
For his part, Goirigolzarri received in 2020, as chairman of Bankia, a fixed remuneration of 500,000 euros and waived his variable remuneration, which could amount to up to 60% of the fixed remuneration.
Since his arrival at Bankia in 2012, Goirigolzarri's remuneration has been subject to the limitations established by the regulations applicable to entities undergoing restructuring, which do not apply to the regime for CaixaBank's directors and executives.
The bank explained that when establishing the remuneration policy for the new chairman of the bank, the management has taken into consideration the new size of the bank, which has become the largest financial group in Spain and the tenth largest company in the Ibex 35 by market capitalisation, as well as the executive functions that fall within its remit.
CaixaBank also follows the recommendations of the European Banking Authority (EBA) for executive positions and establishes a remuneration mix with the aim of not assigning all remuneration through fixed remuneration.
Another item on the agenda will be the allocation of a legal reserve of 415.84 million euros, charged to voluntary reserves, which allows the legal reserve to reach 20% of the new share capital following the recent capital increase of 2,079.2 million euros through the issue of shares to cover the exchange of Bankia securities within the framework of the merger by absorption.
The reclassification to voluntary reserves of the goodwill reserve, which at 31 December 2020 amounted to 508.73 million euros, will also be put to the vote.
Shareholders will also be asked to approve the company's accounts and management report, the re-election as directors of José Serna Masiá and Koro Usarraga Unsain, and of PwC as auditor in 2022, as well as a series of amendments to the company's Articles of Association and the directors' remuneration policy.