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2010

Banco Financiero y de Ahorros is established and holds its first council

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  • The 21 directors that make up the Board of Directors of the new society and were nominated by savings banks, met today in Valencia to get the IPS up and running after the chairmen officially endorsed the constitution of the bank.
  • The new company will begin to operate at the beginning of 2011, as pledged three months ago by the seven savings banks in their General Assemblies when they approved the Integration Contract and once all of the authorisations required from the autonomous communities and other organisations have been obtained.
  • The IPS becomes the leading bank on the national market for retail and company banking, where turnover is concerned, and the third largest Spanish financial institution, with assets of some 340,000 million euros.

English version (PDF, 52 kB) / Download photo chairmen (IMG, 1.62 MB)/ photo managerial frontline (ZIP, 13.1 MB) / annexe timescale IPS (PDF, 33 kB)

03-12-2010. The chairmen of Caja Madrid, Bancaja, La Caja de Canarias, Caja de Ávila, Caixa Laietana, Caja Segovia and Caja Rioja gathered today in Valencia to constitute the parent company of the IPS, Banco Financiero y de Ahorros, S.A, in virtue of which and in accordance with a defined timeline, they will pool 100% of their results, integrate parts of their businesses and establish a central treasury system that will allow them to improve their access to markets, strengthen their solvency and create value, thereby offering both individuals and companies a better service.

From the functional point of view, there will be an operational and technological integration and the company's policies and business strategies will be centralised, while preserving the legal status of the respective organisations, their governing bodies, brand and control over their retail banking section within their original territories, as well as their social and community projects (Obra Social).

The 21 members of the Board of Directors of the IPS put forward by the seven companies and officially appointed today, met following the constitution of the bank to appoint its chairman, Rodrigo de Rato Figaredo, deputy chairman, José Luis Olivas Martínez, and the general secretary and of secretary of the board, Miguel Crepo Rodriguez. In addition, they have conferred executive responsibilities upon the chairman and executive functions in relation to Investees and Auditing upon the deputy chairman, as well as approving other documents related to the running of the Bank and appointing seven members of the managerial frontline.

The Board has approved the appointments of Matías Amat Roca as General Manager of Investees, Aurelio Izquierdo Gómez as General Business Manager, Ildefonso Sánchez Barcoj as the General Manager of Finance and Risks and Pedro Vázquez Fernández as the General Resources Manager. In addition, Luis Maldonado García-Pertierra has been appointed the director of the Chairman's Office, Strategy and Corporate Development and Miguel Ángel Soria Navarro, director of Auditing.

The General Committee of the Bank today approved the capital increase and the issuance of common shares, as part of a non-monetary contribution to pooling rights, as well as the issuance of preferred stocks that will allow the subscription of the 4,465 million euros requested from the Fund for Orderly Bank Restructuring (FROB) and approved by the Banco de España.

Within the Bank's General Committee, the savings banks possess the rights that correspond to them in line with their holdings in the capital, which on the basis of their individual assessment, amounts to 52.06% for Caja Madrid, 37.70% for Bancaja, 2.45% for La Caja de Canarias, 2.33% for Caja de Ávila, 2.11% for Caixa Laietana, 2.01% for Caja Segovia and 1.34% for Caja Rioja. Super-majorities (75% or 93% of the total votes) are required in order to adopt certain, particularly significant agreements.

Brand

The savings banks will maintain their own brands in their territories of influence, which are specified below: Caja Madrid (Community of Madrid and Community of Castile-La Mancha); Bancaja (Valencian Community and Balearic Islands); La Caja de Canarias (Canary Islands); Caja de Ávila (province of Ávila); Caixa Laietana (province of Girona and Barcelona, except municipality of Barcelona); Caja Segovia (province of Segovia); and Caja Rioja (Community of Rioja). The Caja de Ávila will also be responsible for managing the Salamanca area, and Caja Segovia for Valladolid. In turn, Caja Madrid, Bancaja and Caixa Laietana will all maintain ownership of their respective branch networks in the municipality of Barcelona. In the rest of territories the Group will operate under a common brand, which is currently being developed.

The savings banks will continue to contribute to economic development and the promotion of business activity and social and community projects (Obra Social), particularly in their traditional territories. The companies involved in the process, which become shareholders of the new corporation, wish to preserve the factors which first gave rise to the savings banks, for which reason they have pledged to boost community and social projects (their Obra Social), which will be guided by the needs of society at any one time.

Synergistic gains The Group, that it will have its investee companies company headquarters and address in Valencia and its operational headquarters in Madrid, wait to obtain some synergistic gains or increasing saving every exercise, reaching the 500 annual million euros starting from 2013.

The technical teams of immersed savings banks in the project have worked these months in nine working groups (Financial and Accountant; Legal Fiscal; Human Resources; Retail Banking and Development of the Business; Risks; Technology and Operations; Cash Management and Markets; Participated; and Communication), in order to to define the model of operation that will have every area in the new Company, as well as the model to guarantee the operation of activities during the period of technological integration of all savings banks.

To achieve the IPS's integration objectives and to comply with the commitments made to the FROB, the Group will make an effort to improve efficiency, which is why it will operate a cost- saving strategy in central services, which hopes to cut back close to 10%. It is also examining the different branches' efficiency ratios, with closure figures of 12% mooted, which will necessarily mean reductions in the workforce, which could reach 14% - a lower figure than for other similar processes -, and will be carried out mostly via pre-retirements over the next two years. To seek the broadest possible consensus, on 10 September the savings banks signed an Employment Guarantee Agreement with representatives of workers from the Negotiating Committee and are working to guarantee the best balance between the interests of all parties concerned.

With the constitution of the Bank, the IPS embarks on a great challenge which places it in a significant position on the national and European financial scene.

ANNEXE I: Managerial frontline members IPS

  • Matías Amat Roca. Managing Director of Participated - Graduated in Economics for the Central University of Barcelona. He is currently Caja Madrid's general director of business, and the chief executive of Corporación Financiera Caja Madrid.

    At Caja Madrid he has held the position of General Director of Finance. In addition, he is a member of various organisations on behalf of the Caja Madrid Group. He has previously worked for Citibank, where was Managing Director of said bank in Mexico. He was also chief executive of S.G. Warburg in Spain.

  • Aurelio Izquierdo Gómez. Managing Director of Business - Graduated in Economics And Business Studies, Chartered Accountant and member of the Record of Economists Auditors of Accounts. He currently holds the position of Managing Director of Bancaja.

    He has previously led the company's Financial Department, with responsibility over the Treasury and Capital Market Departments, International Banking, Corporate Banking, Investments and Investee Companies, Management and Auditing. Equally, he is a member of various organisations on behalf of Group Bancaja. Prior to joining Grupo Bancaja he spent part of his career at the Banco Bilbao Vizcaya Group and at Arthur Andersen.

  • Ildefonso Sánchez Barcoj. Financial Managing Director and of Risks - Graduated in Economics for the Complutense University of Madrid. Master in Business Administration (MBA) University of Houston (Texas). He is currently the General Director of Finance and Resources at Caja Madrid.

    Previously, has carrying out in Caja Madrid directorships of the Unit of Caja Madrid's Means, director of Audit, director of Retail Banking, as well as Altae Banco's Managing Director (Grupo Caja Madrid). He is also a member of various organisations on behalf of Grupo Caja Madrid.

  • Pedro Vázquez Fernández. Managing Director of Means - Graduated in Economics And Business Studies by the Autonomous University of Madrid. Chartered Accountant. He currently serves as Bancaja's Assistant Managing Director, as well as the Operations Manager of the Bancaja Group.

    At Bancaja he has previously held the position of Director of Marketing and Director of Technical Resources. Previously acted its activity in Arthur Andersen and Co.. and subsequently in Avidesa/Luis Suñer, S.A. as a Financial director.

  • Miguel Crepo Rodriguez. General Secretary and of the Board - Prosecutor. Currently squatter the charge general secretary and of the Board of Directors of Caja Madrid, secretary of the Boards of Directors of Corporación Financiera Caja Madrid, S.A., Altae Banco, S.A. and secretary of the Board of Trustees of the Fundación Caja Madrid.

    Before joining Caja Madrid, he served as General Secretary and Secretary of the Board at ING Direct Spain. He has been a member of organisations such a Crédito y Caución S.A. and SEPI (the Spanish state industrial holding company).

  • Luis Maldonado García-Pertierra. Office director of Presidency, Strategy and Development Corporate - Graduated in Law and in Economics And Business Studies by the Comillas Pontifical University (ICADE), Commercial and Economist Technician of the State and it possesses a postgraduate course one in Business administration by the Georgetown University (Washington, DC). He currently serves as the Director of the Chairman's Office at Caja Madrid.

    Prior to joining Grupo Caja Madrid he was Director of Strategic Consultancy of the Financial Sector at PricewaterhouseCoopers. He also worked for the International Monetary Fund.

  • Miguel Ángel Soria Navarro. Director of Audit - Graduated in Economics And Business Studies for the University of Navarre, possesses a Masters degree In law of the Company for the same University. Since 2007 he has been the Financial Manager of Bancaja, with ultimate responsibility in the areas of Intervention and Control, Treasury and Capital Market, Overall Risk Management, Tax Consulting and Corporate Development. In addition, he is a member of the Board of Directors of Bancaja Asset Management and Bancaja Investments. From 1997 and until joining Bancaja in 2004, he worked at Arthur Andersen, in the financial auditing department, as well as being responsible for the development of internal auditing, and organisational and financial consultancy projects for various sectors. He is a member of the Official Register of Account Auditors.

ANNEXE II: Independent members of the IPS

  • Juan Llopart Pérez. - Graduated in Law and Economics. He is a member of the board of Grupo Zeta and chairs its Executive Committee. Adviser of Seeliger and International Count, S.L, Productions Quartz adviser, S.L., NH Hoteles's adviser, S.A., adviser of SOS Food Corporation, S.A., adviser of INDUKERN, S.A., adviser adviser of CIRSA Business Corporation, S.A. It has been also adviser and held charges in various financial institutions as a Banking Jover, Banco Santander, Caixabank, Bank of Europe, Bank Blacksmith, Mapfre Bank and Mortgage Corporation Head office.
  • José Manuel Serra Peris. - Prosecutor. It is member of the Board of Directors ENCE, S.A., Financial Corporation Alba, S.A. and Natraceutical, S.A., Iberia, L.A.E., S.A. and Martinsa. He has been a member of the Boards of Directors of SEPI (the Spanish state industrial holding company) and SEPPA (the Spanish state equity holding company). It has been member of the Board of Directors and of the Executive Committee of ENDESA, as well as of RED ELECTRICA DE ESPAÑA, S.A. and of Uralita, S.A.

Footnote

(c) Banco Financiero y de Ahorros S.A.U. 2014. Spain. All rights reserved.