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Banco Bilbao Vizcaya Argentaria

Banco Bilbao Vizcaya Argentaria (BBVA) is a global retail and commercial bank. It is the second biggest in Spain but also has a strong international footprint. Compared to its peers, the bank has weathered the financial crisis relatively well, although it still had a severe impact on its real estate portfolio and Spanish franchise.

As an early adopter of digitalisation in banking, the company bases its strategic transformation on the experience of its customers and growth in digital sales.

Engagement Objective - Governance:
Gender diversity, strengthening of the lead independent director, Renumeration, Simplification of the governance structure

Background

We have been engaging with BBVA since 2010 over concerns about its governance, its remuneration policy and pension schemes. Our initial engagement focused on the combined roles of its chair and CEO and the blurred lines between the executive and oversight roles in the bank. The work of the board revolves around the highly active committees. The risk committee, for example, met 38 times in 2016.

Our engagement

BBVA stands by its governance model. Nevertheless, we have had regular and constructive dialogue with the bank over the years. It took our suggestions on board, for example in relation to the separation of the roles of chair and CEO in 2015, the nomination of a lead independent director, the strengthening of the remuneration policy and disclosure and the clarification and formalisation of the board processes.

Changes at the company

In 2016 and 2017, we welcomed the strengthening of the lead independent director role. Even more positively, the individual now truly qualifies as independent.

Equally encouraging, the deferral of the long-term incentive scheme has been extended to five years now, the vesting in shares has increased and the shareholding guidelines have become stricter. We also commended the streamlining of pensions schemes for executive directors, including for the CEO, although this has come at a high upfront price.

Furthermore, we welcomed the planned refreshment of its board and indications that an increase in the number of women on its board is well underway.

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