The world’s largest proxy, Institutional Shareholder Services (ISS), will not throw a stone at BBVA this year at its shareholders’ meeting either. ISS recommends voting in favor of all the items on the agenda at the meeting that the bank is holding on March 17 with its investors, although it insists on calling attention to the judicial investigations into the Villarejo case.
“For the fifth consecutive year, the espionage investigation (Cenyt Case) remains a cause for concern, although there is no evidence that the council has not fulfilled its fiduciary duties at this time,” it states in its voting recommendations report. facing the board. Specifically, what is stated in point 1.4 of the meeting agenda, where shareholder approval is requested for the board’s management during 2022. At last year’s annual meeting, only 1.4% of the capital was positions itself against this point, despite the fact that the imputation of the bank already existed. It is common for investors, when they do not agree with a decision of a listed company and its board, but there is no direct vote at the meeting, to show their discontent by positioning themselves against -or abstaining- on that specific point.
It is not the first time that ISS has warned of the risks for Ibex companies in its reports for the meetings, although the appointment of this exercise is a bit peculiar, because BBVA has remained the only company in the main Spanish index investigated for the actions of the former commissioner, after the redemption of Iberdrola, Caixabank and Repsol. In addition to this item on the agenda, ISS also makes a warning regarding the remuneration report, due to the absence of variable remuneration plans linked to performance, although it recommends supporting it.
The voting advisor explains that the bank would have included them in its new remuneration policy. At the 2022 meeting, the remuneration report was the item on the agenda with the most opposition, with 11% of the capital voting against. However, it was not one of the Ibex with the greatest rejection.
An almost complete turnaround on advice
Another of the points to which ISS gives its support is the re-election of directors (Raúl Galamba de Oliveira, Lourdes Máiz, Ana Leonor Revenga and Carlos Salazar renew their position) and the incorporation of Sonia Lilia, who will replace Susana Rodríguez Vidarte; one of the longest-serving directors of the bank, who coincided for many years with Francisco González; also accused by Villarejo.
Since he became president, Carlos Torres has been renewing the board of directors, incorporating new faces that will distance him from the previous stage of the financial institution; especially those present during the stage included in the investigation of the National Court. It was during the presidency of his predecessor in office when the events investigated in the Cenyt Case occurred.
The changes in the council have been gradual and in the case of Rodríguez Vidarte his departure has been anticipated before his next renewal, which was scheduled for 2024, since he was re-elected in 2020. With his goodbye, there would only be one ‘historic’ director left in the highest governing body of BBVA: José Maldonado Ramos, whose first appointment took place in 2000, but whose career in the entity is much longer.
In fact, he was appointed General Secretary of Argentaria in April 1997. In 2000, he went on to hold that position at BBVA. “Having taken early retirement as a bank executive in December 2009, continuing as a member of the board,” according to BBVA. His term as director expires in 2024, so Torres could complete the complete renovation next year.
