BBVA in 2013

Corporate Governance System

Print this page

Banco Bilbao Vizcaya Argentaria S.A. (BBVA) has a Corporate Governance System that is line with international recommendations and trends for large listed companies. It is tailored to its business reality, marked by a very diversified shareholder structure, with nearly one million shareholders, both retail and institutional, and develops its business in 30 countries.

The principles and elements comprising the Bank’s Corporate Governance System are set forth in its Board Regulations, which govern the internal procedures and the operation of the Board and its committees as well as the directors’ rights and duties as described in their Charter.

BBVA’s Corporate Governance System is fundamentally based on the distribution of functions between the Board of Directors, the Executive Committee and the other Board committees, on the composition of its corporate bodies and on an appropriate decision-making procedure.

Pursuant to the Company Bylaws, the Board of Directors constitutes the natural body to perform the Company’s representation, administration, management and oversight. Its own Regulation reserves the most relevant decisions affecting the Company to it, when they do not fall to the Annual General Meeting.

The BBVA Board of Directors comprises an ample majority of independent directors. It is currently made up of fourteen members, three of whom are executive directors. The remaining eleven members are external directors, ten of whom are independent. This ensures an adequate balance between the Board of Directors’ management and supervision functions.

In the performance of their duties, the directors are aware at all times of the most relevant aspects of corporate management that the Bank’s main executives put forward to the corporate bodies; and any of them may also request the inclusion in the Board’s agenda of any matters they deem advisable in the corporate interest. Likewise, directors representing one quarter of the Board may, in accordance with its Regulations, request the holding of a meeting of the Board of Directors.

In order to better perform its management and control duties, the BBVA Board of Directors has established five specialist committees with a broad range of duties in its Regulations, to help the Board on matters falling within their remit. A working scheme is coordinated among the committees and between the committees and the Board. In doing so, they ensure the corporate bodies know of matters relevant to the Group and reinforce the control environment existing in BBVA.

The Board of Directors has set up an Executive Committee, which has a majority of external directors and performs executive duties, such as approving certain transactions, determining risk limits or proposing general policies, as well as duties of analysis and supervision of the Bank’s results and activity, the evolution of the environment in which the businesses are developed, and monitoring of the Group’s risks.

In addition, the Board has set up another four committees (Audit & Compliance Committee, Appointments Committee, Remuneration Committee and Risks Committee), composed exclusively of external directors and with a majority of independent directors, whose duties and operating rules are set out in the Board Regulations. Two of these committees (Audit & Compliance and Risks Committees) also have specific Regulations approved by the Board of Directors.

These committees are chaired by independent directors with broad experience in the matters falling within their remit who. In accordance with the Board Regulations, they have extensive powers and autonomy in managing their committees, convene meetings as they see fit for the performance of their duties, decide the agenda, and hire external experts when they deem it appropriate. They also have direct access to the Bank’s executives, who report on an ongoing basis both to the committees and to the Board of Directors.

The quality and efficiency of the operation of the Board and of its committees is evaluated on annual basis by the full Board of Directors based on the reports developed for the purpose.

The proper operation of this organization system for the BBVA Board of Directors requires a high level of dedication by all of the Bank’s directors (1), who are also subject to strict rules governing incompatibility and conflicts of interest set out in the Board Regulations.

The Board Regulations and the specific Regulations of these committees can be consulted on the Corporate website www.bbva.com. The composition of the Board of Directors and of its various committees is detailed below.

Composition of the Board of Directors and the Board Committees
Full name Executive
Audit &
Appointments Remuneration Risks
González Rodríguez, Francisco

Cano Fernández, Ángel

Alfaro Drake, Tomás

Álvarez Mezquíriz, Juan Carlos

Bustamante y de la Mora, Ramón

Fernández Rivero, José Antonio

Ferrero Jordi, Ignacio

Garijo López, Belén

González-Páramo, José Manuel

Loring Martínez de Irujo, Carlos

Maldonado Ramos, José

Palao García–Suelto, José Luis

Pi Llorens, Juan

Rodríguez Vidarte, Susana

(1) In 2013 the BBVA Board of Directors held a total of 12 meetings, the Executive Committee 21 meetings, the Audit & Compliance Committee 12 meetings, the Risks Committee 43 meetings, the Remuneration Committee 6 meetings and the Appointments Committee 5 meetings.