Miró Star and the Caixa Group: Governance, Growth, and the Shaping of a Financial Empire

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Even the so‑called “Miró Star” warrants careful attention. It stands as the result of a fraternal convergence among the three pillars that make up the Caixa group’s intricate web of companies and subsidiaries: the Foundation, a first in Europe; its subsidiary Criteria, Spain’s leading investor holding company; and CaixaBank, the largest Spanish bank by business volume. A License Agreement allows CaixaBank to use the ‘la Caixa’ brand and the renowned Miró emblem. In return, the bank pays an annual, unspecified canon to the Foundation. This open‑ended contract hinges on the Foundation maintaining a 30% stake or more in CaixaBank or refraining from having a superior shareholder in the Foundation.

Two years have passed since the star’s financial institution entered the Spanish banking board. After extended negotiations, CaixaBank acquired Bankia, which had been supported by government intervention. Following the definitive shift in ownership in March 2021, Fundación Caixa emerged as the top shareholder of the business through Criteria, with the State via FROB holding 16%あ. The president of Bankia, José Ignacio Goirigolzarri, was appointed head of the new organization, while Gonzalo Gortázar became CEO of Caixa. Isidro Fainé, the head of Fundación Caixa and Criteria, presided over this corporate and strategic overhaul. His foreword drew on the insights of his two immediate predecessors—he began leading La Caixa in June 2007. Joseph Vilarasau and Ricardo Fornesa are named as prior influencers. [Citation: Caixa foundation governance history]

This restructuring is ongoing. The work centers on the group’s two operational hubs, Diagonal in Barcelona and Paseo de la Castellana in Madrid. A key condition remains: the foundation’s social programs must continue to receive donations, even as there is pressure to lift annual commitments toward about 500 million euros.

The Caixa Foundation Board of Trustees sits at the apex of the group’s triangle. It acts as the council that sets investment directions for social initiatives and Criteria, while maintaining oversight of CaixaBank. At eighty years old, Fainé serves as vice president, and the board includes notable figures such as Juan Jose Lopez Burniol (born 1945). This year brought two prominent additions to the council: Paul Isola, former president of Inditex, and Jose Maria Alvarez‑Pallete, president of Telefónica. Nearby sits another Ibex 35 leader, Marc Murtra, who chairs Indra, a technology and defense company in which the state holds a 25.2% stake via Sepi. Sources from the Board of Trustees emphasize that these appointments are not a cure for all ills but rather a clear sign of ongoing governance evolution. [Citation: Caixa Board of Trustees commentary]

Questions arise about how the relationship between Criteria and the Foundation should be rearranged, starting with the governing bodies. In addition to Fainé and López Burniol, the two companies share five additional members on the Board of Directors. Marcelino Armenter serves as CEO. Known for his low profile, Armenter joined Caixa in 1985 and is regarded as one of Fainé’s most trusted associates. [Citation: Board overlap details]

The Criteria structure has shifted several times. La Caixa, created to consolidate various industrial and service holdings, went public in October 2007 with a valuation of 17.26 billion euros. The Criteria were later chaired by Fornesa with Francisco Reynes as general manager, who is today the head of Naturgy. Reynes served as general manager at La Caixa alongside Fainé, alongside Juan Maria Nino. These two steered the second phase of the financial engineering process that reshaped the group. In January 2011, amid a deep financial crisis, these Criteria evolved into Caixabank, giving birth to the current Criteria. To complete the remodeling, driven partly by regulatory needs, the separation of Foundation and Criteria culminated in June 2014, when the Foundation began to control Criteria and, in turn, the latter controlled most of the group’s assets. The structural puzzle was finally in place. [Citation: historical restructuring timeline]

Since then, the Caixa group’s investment portfolio has remained relatively steady. In 2019, Repsol contributed to the group’s capital strategy, and CaixaBank maintained a 4.5% direct stake in Telefónica. Criteria has continued to accumulate operator shares, reaching 1.7% by September of the current year. Caixa confirms the plan to concentrate these stake interests within Criteria. Isidro Faine remains a key figure, currently serving as Vice President of Telefónica, a position he has held since 1994. [Citation: stake tracking summary]

The post‑pandemic recovery enabled CaixaBank and Naturgy, with Foundation participation through Criteria, to deliver the majority of the first half dividends—564 million. The energy crisis opened a new landscape. Equity disruption stands out as a major risk to the business model, noted in Criteria’s semi‑annual report. Investee asset net worth reached 20,000 million euros in 2022, with CaixaBank’s stock market revaluation showing a 44% rise to date and a market capitalization around 28,000 million. After signaling intentions to divest Saba Parking, in which it holds 99.5%, Criteria reaffirmed its commitment to invest in strategic securities with capitalization exceeding 10,000 million euros. In the medium term, CaixaBank will need to decide whether Naturgy should pursue a split strategy—regulated with a higher dividend or liberalized with greater growth potential—to position for the future. The real estate sector, worth about 2,600 million, is expected to continue expanding—from land around PortAventura and the Costa Dorada (Tarragona) to Sanjenjo in Pontevedra. [Citation: Caixa Group investment summary]

Throughout this reconstruction, one constant endures: Miró’s indomitable star remains visible in every turn of Caixa’s strategy.

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