EUR 1000.00 For Business Accounts Only

BBVA - AGM 13 March 2020

Although the independent representation on the Board is formally higher than 50% (67% according to the Company), we have serious concerns over the excessive remuneration of 3 Directors who are considered as independent by BBVA (above € 500,000 including shares granted). Therefore, our estimated number of independent Directors is 47%. Due to our concerns over the lack of independent representation on the Board, we recommend that shareholders oppose the re-appointment of Ms. Susana Rodríguez Vidarte (item 2.2), who is not independent because in office for more than 12 years, and the appointment of Mr. Carlos Vicente Salazar Lomelín (item 2.5), who has been a member of BBVA Group companies for 15 years.

In item 6, shareholders are called to an advisory vote on the 2019 Remuneration Report. The terms and conditions of the executive remuneration are disclosed, including the level of achievement of targets used to calculate the 2019 variable remuneration, but we regret that non-financial criteria used to calculate 30% of the executive Chairman's bonus are not disclosed. In our opinion, the variable remuneration policy is effectively structured to align the interests of executives and shareholders in the long term, but we have serious concerns over the very high fixed remuneration of the CEO (€ 2,179,000) and the executive Chairman (€ 2,453,000), which is used as a basis for the calculation of the variable components and is significantly above the median of € 1.3 million at European banks and € 1.2 million at large Spanish companies. Furthermore, the pension contributions for the executive Chairman, equal to 67% of his base salary in 2019, significantly exceed our voting policy limit of 30% of the fixed remuneration. Also taking into account our concerns over the compensation of non-executive Directors (on average € 415,960 including shares and benefits, and € 597,550 to the Lead Independent Director), we recommend opposition.