CaixaBank is seeking shareholder approval for the re-election of Tomás Muniesa as a director and several other board changes at its upcoming General Shareholders’ Meeting on . The proposed changes, which include the ratification of Pablo Forero as an independent director, aim to maintain the bank’s current board structure and independent representation.
The bank reported record profits of €5.891 billion in 2025, exceeding analyst expectations, under the leadership of CEO Gonzalo Gortázar and Chairman Tomás Muniesa. This performance provides a solid foundation for the proposed governance updates.
Board Composition and Independence
CaixaBank intends to maintain a 15-member Board of Directors, with 10 members – representing 67% of the total – classified as independent directors. This commitment to independent oversight is a key element of the bank’s corporate governance structure.
Tomás Muniesa’s re-election is being proposed by Fundación Bancaria “la Caixa” for a four-year term. He has served as Chairman of the Board since 2025.
Amparo Moraleda Martínez will be stepping down from the board following the conclusion of the upcoming General Shareholders’ Meeting, having served a twelve-year term since her initial appointment in April.
New Appointments and Board Structure
Alongside the re-elections, the bank is also seeking approval for the ratification of Pablo Forero’s co-opted appointment as an independent director. The board is proposing the appointment of Ana María García Fau as a new director.
Following these proposed changes, the composition of the CaixaBank Board of Directors would be as follows: Tomás Muniesa (Chairman and director), Gonzalo Gortázar (CEO), and independent directors Eduardo Javier Sanchiz Irazu, Luis Álvarez Satorre, María Verónica Fisas Vergés, Pablo Arturo Forero Calderón, Rosa María García Piñeiro, Cristina Garmendia Mendizábal, Peter Löscher, Bernardo Sánchez Incera, Koro Usarraga Unsain, and Ana María García Fau. The board will also include José María Méndez Álvarez-Cedrón and Teresa Santero Quintilla as directors, and Fernando María Costa Duarte Ulrich as an “other external” director.
Ana María García Fau: A Profile
Ana María García Fau brings a wealth of experience to the CaixaBank board. She holds degrees in Law and Business Administration from Universidad Pontificia Comillas (ICADE, E-3) in Madrid, and an MBA from the Massachusetts Institute of Technology (MIT) in Boston.
Currently, García Fau serves as an independent director at Acerinox (since May 2025), Cellnex Telecom (since July 2022), Gestamp Automoción (since March 2017), and JDE Peet’s NV (a Netherlands-listed company, since May 2022). This diverse portfolio demonstrates her broad understanding of corporate governance across multiple sectors.
Beyond directorships, García Fau is actively involved in advisory roles. She is a member of the advisory boards of Pictet Wealth Management Iberia (since 2019), Grupo Cosentino (since December 2023), and Fremman Capital.
Her engagement extends to prominent institutions such as the ESADE Center for Corporate Governance, where she is a member of the advisory board. She also serves as a Trustee of the Comillas-ICAI University Foundation, Co-President of the Spanish chapter of Women Corporate Directors, and a member of the Board of Directors of the Círculo de Empresarios.
Extensive Professional Background
García Fau’s professional career includes significant roles at McKinsey &. Company, Goldman Sachs, Wolff Olins, Grupo Telefónica, and Hibu / Grupo Yell. During her tenure at Grupo Telefónica between 1997 and 2006, she held executive positions at TPI-Páginas Amarillas, including Director of Planning, Director of Corporate and International Development, and Chief Financial and Development Officer (CFO).
She continued her career in executive leadership at Grupo Yell (2006-2014), ultimately becoming Vice President and CEO for Spain, Latin America, and the Hispanic market in the United States, as well as Chief Strategy & Business Development Officer. This extensive experience in strategic leadership and financial management positions her as a valuable addition to the CaixaBank Board.
The proposed board changes reflect CaixaBank’s commitment to maintaining a strong governance structure and leveraging the expertise of experienced professionals as it continues to navigate the evolving financial landscape.
