Óscar Calderón de Oya: “We have to be more than lawyers”
CaixaBank’s general secretary and secretary to the board analyses the evolution of the General Secretariat and the Board in a bank shaped by regulation, risk, technology and its relationship with external law firms
by ilaria iaquinta
A State Attorney and CaixaBank’s general secretary since 2014, Óscar Calderón de Oya has spent much of his career within the legal and institutional architecture of Spain’s financial system. He worked at the State Attorney’s Office in Catalonia, the General Secretariat of “la Caixa”, Banco de Valencia and the “la Caixa” Banking Foundation, before also taking on, in 2017, the role of secretary to CaixaBank’s Board of Directors. From that position, he has experienced the transformation of a legal function that is involved from the outset in decision-making and in the management of legal risk.
You combine responsibilities in corporate governance, board secretarial work and legal management. How is the area you are responsible for organised?
To understand how the area is organised, you first have to understand what CaixaBank is. We are a listed Spanish bank, with a business focused mainly on Spain, on Portugal through Banco BPI, and we also have international branches in London, Paris, Milan and Frankfurt. The entire function sits within the General Secretariat and Board area. On the one hand, we have the Board Secretariat; on the other, the legal department; and also an M&A and tax area. Within the Board Secretariat there is the Deputy Board Secretariat, which supports this function and is headed by Óscar Figueras. From the Board Secretariat, we provide legal and corporate governance support to the bank’s Board of Directors and all its committees, as well as acting as secretary to the group’s main subsidiaries: VidaCaixa, CaixaBank Asset Management, CaixaBank Payments & Consumer and Banco BPI. All of them are regulated companies, subject to different supervisors, which means we have to work with common legal criteria, protocols and principles. The objective is to corporatise the function and harmonise criteria within the group.
And how is the legal department structured?
The legal department is a much broader area, both in terms of headcount and functions. It is led by Laura de Rivera and mainly advises the bank’s business. Each subsidiary also has its own head of legal, and we try to work with the maximum possible degree of collaboration. It is divided into several departments: retail business and litigation; capital markets; business banking; corporate banking; data protection and innovation, where the DPO sits; regulatory; and a transversal control and transformation department, what is known as legal ops. In addition, there is the M&A and tax area, headed by Luis Vendrell, which covers corporate development, asset sale and purchase transactions, portfolio sales and tax advice, also with a corporate view across the whole group. In total, including the subsidiaries, we are talking about just over 200 in-house people.
You have been general secretary since 2014 and secretary to the Board since 2017. How has the structure evolved over these years?
Since 2017, the structure has been very similar to today’s, although there have been significant changes in people and size. In 2021, the merger with Bankia took place. That meant multiplying the scale of the bank and also the teams. But the most relevant change is not only organisational. Years ago, the legal function was more reactive: it acted when there was a problem, a lawsuit or a sanction…
