Corporate governance

When the shareholders of a corporation hold an Annual General Meeting (AGM), they become constituted as one of the main governing bodies of that company. At the AGM, the shareholders make decisions on the matters placed under their exclusive authority by law in the jurisdiction where the company is established, or by the company’s own internal rules, known as "bylaws." BBVA will hold this year's AGM on March 15, 2024, in Bilbao, Spain.

BBVA Chairman Carlos Torres Vila and CEO Onur Genç will not collect their variable remuneration for 2020 as a gesture of responsibility in a year marked by the COVID-19 pandemic, as detailed in the annual remuneration report for BBVA directors. The decision is also a sign of their commitment to their customers, shareholders, employees and society as a whole. Additionally, the bank has updated its remuneration policy for the next three years (2021, 2022 and 2023), which will be presented for approval at the Annual General Meeting.

In a year marked by a global pandemic, racial and civil unrest, a depressed economy leading to mass unemployment and a polarizing political landscape, it’s easy to believe that companies should simply be in survival mode and cut straight to the basics of their business.

Operational excellence provides the foundation upon which the hallmarks of superior performance are built. This is true for companies of all sizes in all industries, and BBVA USA is no exception.

The BBVA Annual General Meeting will be held in Bilbao next Friday, March 13. The shareholder meeting (or AGM) is one of a company’s primary corporate governance vehicles. During the meeting, the company’s owners (the shareholders) ratify decisions on topics determined by law and by the corporate bylaws. The AGM includes particular features that are established by corporate law.

BBVA published its annual compensation report for Board members today, which details how compensation is tied to the bank’s results. The Board also approved a new compensation policy for Board Members for 2019-2021. Both documents will be presented at the Annual General Meeting on March 15, 2019.

Carlos Torres Vila, CEO and future executive chairman of BBVA, and Onur Genç, who will take over as CEO and is currently head of BBVA in the U.S., will do “extraordinary things” together with the rest of the BBVA team, said Francisco González, chairman of the Group, speaking at an IESE event in New York.

BBVA’s Board of Directors held this wednesday its monthly meeting in Barcelona. The previous day was taken up by a series of working meetings on the bank’s digital transformation. The Board also went over developments in its franchise in Catalonia and agreed to modify the composition of its committees.

BBVA Compass last week announced that Celie Niehaus had been named as its Chief Compliance Officer and newest member of the bank’s management committee. Niehaus has a long history in risk management across multiple financial institutions. We took some time to sit down with her to understand how a largely regulatory function like compliance could contribute to the digital aspirations of a financial institution. As it turns out, compliance, just like banking, is itself in a state of evolution. To find out more, read on.

After the AGM’s approval of the financial statements for last year, BBVA has made available to the market the most salient information on the year in the 'BBVA in 2017' report. The report lays out in a simple and intuitive way details on the strategy and performance of the Group throughout the year, with the focus on matters of relevance for BBVA interest groups.

BBVA will propose the appointment of Jaime Caruana, Ana Peralta and Jan Verplancke as independent board members at its Annual General Meeting. With these new additions, BBVA will strengthen the board’s financial and technological capabilities. It will consist of 15 members, the majority of whom will be independent.

BBVA took part in the first seminar organized by the Institute of Compliance Officers (IOC).  Executives of Spanish multinationals addressed the main challenges facing the profession in applying current regulations within a company. They underscored the fundamental role of the compliance officer in companies committed to transparency and good corporate governance.

The BBVA Group takes another step forward in its digital transformation and in improving customer experience, with a new website for shareholders and investors. The site includes new content and the latest trends in browsing, and is accessible from any mobile device.

Türkiye Garanti Bankası A.Ş., announced its financial statements dated September 30, 2017. With an asset size of TL 339 billion 679 million 127 thousand, Garanti’s contribution to the economy through cash and non-cash lending reached TL 274 billion 87 million 604 thousand, based on the consolidated financials. The Bank posted a net income of TL 4 billion 685 million 989 thousand in the first 9 months of 2017. The Bank delivered an ROAE (Return on Average Equity) of 17.4% and an ROAA (Return on Average Assets) of 2.0%.

The European Commission just unveiled a new directive on corporate governance, and more specifically on shareholders' rights, which will have to be transposed nationwide by June 2019. The Commission’s initiative serves a dual purpose:  It wants to promote the use of new technologies in the corporate governance of companies while increasing the commitment to transparency among institutional investors, asset managers and the companies in which they invest.

BBVA Global Executive Chairman Francisco González was very positive about the future of Mexico during his visit to the country for the annual meeting of BBVA Bancomer’s regional Board members. “The resilience of the Mexican economy to the recent challenges it has faced is admirable,” he affirmed. “In terms of the rest of Latin America, I’m also optimistic. Populist movements are losing steam and economic and political rationality is moving ahead.”

BBVA’s Head of Legal & Compliance Eduardo Arbizu, said this Wednesday that “in the field of compliance, digitization offers very significant opportunities”. He highlighted the importance of an organization’s culture in minimizing conduct risk, indicating that it “really is what makes a difference.”

After the approval of last year’s financial statements in the Annual General Meeting, BBVA is releasing the most relevant information of the year in its report, BBVA in 2016. The report offers a clear and intuitive overview of the Group’s strategy and performance highlights in 2016, with a special focus on the most relevant issues for BBVA’s stakeholders.

• Changes: The new executive director compensation policy for the next three years envisages 1) an increase in the amounts to be deferred and the deferral period for the variable compensation. 60% of the variable compensation will be subject to a 5-year deferral period; 2) share-based remuneration increase: 60% of the deferred amount to be paid in BBVA shares, the remaining 40% in cash; and 3) variable compensation to be subject to reduction and clawback clauses
• Group Executive Chairman: Total remuneration of BBVA’s Group Executive Chairman for 2016 was €4.9 million, down 12% from 2015. The Chairman’s variable compensation dropped 18% with respect to 2015, mainly as a result of the impact on BBVA Group’s profit of the provision related to ‘floor clauses’ in Spain and exchange rate trends. The deferred variable remuneration is subject to the retribution policy in force in 2016, with multi-annual indicators based on which said remuneration can be reduced or even taken to zero, never increased, as well as malus clauses that could limit or even prevent its collection
• Chief Executive Officer: CEO Carlos Torres Vila’s remuneration was €4.4 million, and his variable remuneration is also subject to the same deferral period and conditions as that of the Chairman

The Board of Directors has approved a new Executive Director compensation policy for 2017, 2018 and 2019 to adapt to the new regulation related to compensation (Bank of Spain Circular 2/2016 and the European Banking Authority’s guidelines on sound adequate remuneration policies.) This new policy will be submitted for approval in the upcoming Annual General Meeting, on March 17.

BBVA Executive Chairman Francisco González, CEO Carlos Torres Vila and other Group executives reviewed the Bank’s strategy in an event followed live by close to 40,000 employees across the different countries in which BBVA operates. The BBVA members that took the stage spoke from four different countries at the event, titled ‘Live @BBVA: Our Strategy,” while the audience was able to interact and discuss a number of topics through an app.

BBVA moves ahead in its transformation process, or “transformation journey”, with the publication of its online annual report BBVA in 2015 covering all the financial and non-financial information on the Group. Following the approval of the 2015 annual accounts at the Annual General Meeting, the bank provides its shareholders and investors the most relevant information from the year in an innovating digital format. With a modern design and the latest trends in navigation and usability, the report presents the bank’s strategy and covers all the year’s management information in a simple and intuitive manner.

- Quorum was over 62%

- Financial statements approved with support from more than 99% of the votes

Francisco González was re-elected Group Executive Chairman of BBVA, with over 96% of the votes during the Annual General Meeting held today in Bilbao. In 2013 he was re-elected with 90.9% of votes.

BBVA Bancomer today announced that it has appointed Eduardo Osuna Osuna as its new general manager, replacing Vicente Rodero Rodero, who, since October 1, 2012, has been the vice chairman of the Board of Directors and the bank’s general manager.

BBVA posted an attributable profit of €1.93 billion between January and September, 37.3% less than in the same period a year earlier, when it booked capital gains on the sale of non-strategic assets. Without taking into account such gains, net income from ongoing operations rose 43.2% year-over-year, totaling €2.28 billion.