Unicaja Banco held an extraordinary general meeting of shareholders on Tuesday, November 14. At that gathering, Isidro Rubiales was confirmed as the bank’s chief executive, and the remuneration policy for board members for the next three years received approval. All items on the agenda were addressed with broad support, exceeding 97 percent of the capital represented at the meeting and a clear majority of 72.23 percent of the capital present.
During the session, a protest rally took place in front of Unicaja Banco’s headquarters in Malaga. Delegates from several unions gathered to advocate for better working conditions.
The shareholders’ meeting approved Rubiales’s appointment as CEO, a role he has held since last September, and confirmed the appointment of independent directors in recent months: Rocío Fernández, Nuria Aliño, Antonio Carrascosa and Ines Guzman.
This meeting completed the renewal of the board of directors, unless the vacancy left by the resignation of the special director representing Oceanwood last August after that fund’s separation from Unicaja Banco’s shareholding is filled. The shareholders’ meeting also approved the temporary retention of the current members to enable the joint election of a new independent director, a process already initiated.
A new phase and model in management
Manuel Azuaga, Unicaja Banco’s president, announced Rubiales’s appointment as CEO and spoke of a new phase and model in management. The aim is to stimulate business activity and strengthen the bank’s ability to deliver results, ensuring continuity of a path marked by financial health and regional connections. Azuaga pointed to the regions where Unicaja operates and affirmed that the bank intends to remain the reference entity there. He described the future as a unitary, autonomous and independent project with a roadmap for growth.
Azuaga noted that Rubiales has spent more than three decades with the bank and possesses broad experience in senior management roles and related areas. His career demonstrates a deep understanding of Unicaja Bank’s structure, organization and evolution, combined with a strategic vision for the business and the capacity to address current challenges in the financial sector.
Regarding the four independent directors whose appointments were approved, the chairman described them as highly qualified and proven leaders with distinguished track records.
Azuaga explained that vacancies arose from earlier disapproval of two independent directors appointed under the former CEO and from some resignations. He also noted a governance shift following the merger project with Liberbank, with the chairmanship moving from executive to non-executive. He emphasized that this complex transition has required sustained effort and has achieved governance standards that reflect diverse knowledge, experience, gender and age.
Rubiales thanked the support received, the trust from customers and the work of the 7,600 employees, calling it a very important period. He affirmed his commitments, stressing that the leadership team remains focused on profitable growth and sustainable returns while keeping the door open for negotiations.
Board fee
The meeting established a maximum annual board fee of 1.95 million euros, excluding the remuneration paid to directors for their executive duties. This total also includes the 300,000 euro annual salary attributed to president Manuel Azuaga, who has been classified as non-executive since the end of September.
Previously, the remuneration policy for 2021-2023 set a maximum of 950,000 euros gross. After the Liberbank merger in July 2021, the cap rose to 1.1 million euros gross to reflect the expanded board size, which grew from 12 to 15 members.
The new maximum will take effect for fiscal year 2024 and will be updated in 2025 and 2026 according to the salary review clause in the applicable employee agreement. It will stay in place until the board decides to change it.
Shareholders also authorized executive directors to award the senior share portfolio valued at 1.2 million euros under the remuneration policy, provided that all specified conditions are met.
Unrest in the team
On the day of the shareholders meeting, union offices organized a protest outside Unicaja Banco, demanding better working conditions for the workforce.
Representatives from Total +, Cesica and CCOO, speaking on behalf of some minor shareholders, communicated feelings of despair, exhaustion and a lack of identity among staff. They said workers had reached their limit and urged a swift reversal of the situation.
The general secretary of the CCOO at Unicaja spoke of the need to close the gap in remuneration and to move toward a single, fair and transparent pay model. He also highlighted the desire to end the perceived salary disparity within the group.
Cesica’s leader pointed to the desire for wage parity with similar institutions, noting a substantial gap compared to other workers in the sector.
The UGT secretary general at Unicaja Banco stated that the demands aim to ensure the proper functioning of the institution and to secure a future-oriented agreement. He stressed the goal of restoring a sense of unity within Unicaja after the Liberbank integration and urged the elimination of measures considered outdated that affect employees and customer relations.
The unions also insisted on aligning salaries with market norms and improving the internal salary structure; they argued that harmonizing pay would help restore a sense of common purpose across the bank.
Unicaja Banco’s response
In response to the concerns raised, the Unicaja president rejected the notion of a 63 percent wage increase. He indicated that the intended maximum would be just over 10 percent higher and that overall executive pay would likely move from 2.9 million to 3.2 million euros.
Azuaga asserted that the proposed compensation aligns with market practice as described in the remuneration committee’s report and remains the lowest among comparable institutions.
Rubiales reminded shareholders that one of his first actions as CEO was to meet with the unions. He affirmed his continued commitment to the workforce, stressing that he is, in effect, an employee of the bank and that the negotiation process remains open as the bank pursues profitable growth and sustainable returns.