Among the Board of Directors Committees, the Remunerations Committee is particularly relevant for the
purposes of this Report given that it assists the Board in matters regarding remuneration attributed to it by the Regulations of the Board of Directors and its own Regulations, and in the rest of the applicable regulations at any given time.
Pursuant to article 5 of the Remunerations Committee Regulations, it shall have the functions attributed to it in it, notwithstanding any other that the law,
the Bylaws, the Regulations of the Board of Directors or of the Committee themselves may attribute to it, or those that may be attributed to it by resolution of the Board of Directors. Among its functions, the Remunerations Committee has the
competence to propose to the Board of Directors, for submission to the General Shareholders Meeting, the Remuneration Policy for BBVA Directors, and to submit to the Board its corresponding report, all in accordance with the provisions
of the applicable regulations at any given moment.
In addition, it has the function to ensure compliance with the remuneration policies established by
the Company and review them periodically, proposing, where appropriate, any modifications that it deems necessary to ensure, amongst other things, that they are adequate for the purposes of attracting and retaining the best professionals, and
that they contribute to the creation of long-term value and adequate control and management of risks, and address the principle of equal pay. In particular, the Committee shall ensure that the remuneration policies established by the Company are
subject to internal, central and independent review at least once a year.
Therefore, notwithstanding the fact that the 2020 Policy is fully aligned with
the currently applicable regulations and that the 2021 Policy proposal retains, in general, the structure of the current remuneration system, the regulatory changes regarding remuneration, foreseen for this financial year, along with the
developments in market practice, the outcome from the dialogue between BBVA and its investors and the very nature of the Banks Corporate Governance System, have led the Remunerations Committee to carry out a review of the current remuneration
policy and of the remuneration system as a whole.
In compliance with its functions, the Remunerations Committee continuously analyses the BBVA
directors remuneration policy, with the collaboration of the technical services of the Bank regarding compensation and, when necessary, of the external experts that it deems necessary at any given time.
For this purpose, in addition to the advice of the Banks internal services, the Remunerations Committee has been assisted by two leading and independent
consultancy firms on the remuneration for directors and senior managers: Willis Towers Watson, for analyses and market comparisons, and J&A Garrigues, S.L.P, for the legal analysis regarding the Policy.
In the development of the 2021 Policy proposal and, in particular, of the main remuneration conditions for the Group Executive Chairman and Chief Executive
Officer, the Remunerations Committee analysed the remunerations in place for similar positions in comparable financial institutions, which make up BBVAs peer group for remuneration purposes (included in Annex 1), as well
as the market practice with regard to variable remuneration models, including deferral schemes.
4.1.
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Remuneration system for non-executive directors
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As stated above, the 2021 Policy does not provide for any changes to the remuneration system for
non-executive directors. Therefore, according to the bylaws framework described in section 3.1 of this Report, and for the purpose of avoiding the arising of potential conflicts of interest and
excessive risk assumption, the remuneration of the non-executive directors consists on an exclusively fixed remuneration, which is based on the criteria of responsibility, dedication and
incompatibilities relating to the role that they undertake.
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This English version is a translation of the original in Spanish for information purposes only. In case of discrepancy, the Spanish
original will prevail
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Annual Report on the Remunerations of BBVA Directors - 2020
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