BBVA, March 14 2019
In item 2.1, the Board proposes to appoint the former CEO Mr. Carlos Torres Vila as executive Chairman. We strongly regret that the roles of management and control are not separated, and we have serious concerns over the excessive remuneration of the Lead Independent Director (€ 584'000 in 2018, including cash and restricted shares), an amount that may seriously compromise his independent judgement of the Bank's management. Therefore, we recommend opposition.
In item 2.2, the Board proposes to appoint the new CEO, Mr. Onur Genç, as executive Director. We have concerns over the short experience of Mr Genç in executive positions at banking companies: only 6 years and in two countries (Turkey and USA) representing less than 30% of BBVA's Net Banking Income, and no experience in BBVA's core markets, like Spain and Mexico. As we recognize that it is the Board's responsibility to select the CEO, we express our concerns by recommending shareholders abstain from voting on Mr. Genç's appointment, and we will regularly monitor his future performance.
In item 3, the Board proposes to amend the remuneration policy to reflect the changes in the executive positions (binding vote). We have serious concerns over the very high base salaries of the Chairman and the CEO, which are used to calculate their variable remuneration and exceed respectively by 84% and 63% the average base salary of the CEOs of large European banks (€ 1'333'731 in 2017). We also have serious concerns over the huge pension contributions paid to the executive Chairman, which will be equal to 67% of his base salary as from 2019, and we regret that 30% of his annual bonus will depend on a qualitative assessment of non-financial performance. Therefore, we recommend opposition. Due to our concerns over the remuneration policy, and taking into account the excessive compensation of non-executive Directors (on average € 411'434 in 2018), we also recommend that shareholders oppose the Annual Report on Directors' Remuneration in item 6 (advisory vote).
Banco Bilbao Vizcaya Argentaria is an international financial group, engaged primarily on providing banking services and consumer finance to private individuals and businesses in Spain and Portugal; providing real estate activity in Spain; providing services to international companies and investment banking, capital markets and treasury management services to clients; and providing the banking, insurance and pension businesses in Mexico and the U.S., as well as in South America.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
Proxinvest main services are :
- Proxy reports
- Definition and monitoring of client customized voting guidelines
- Corporate Governance Data and Rating
- Thematic research
- Engagement support
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
Unfortunately, this report is not available for the investor type or country you selected.
Browse all ResearchPool reportsReport is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.