Business Context and Reporting Period
Company: BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (BBVA)
Filing Type: Form 6-K (Annual Corporate Governance Report)
Reporting Period: Financial Year ended December 31, 2024
Filing Date: February 14, 2025
Overview: BBVA is a global financial group with leading positions in Spain and Mexico, and significant franchises in Turkey and South America. The filing details the Group's corporate governance structure, Board composition, risk management systems, and compliance with the Spanish Code of Good Governance for the 2024 financial year.
Key Financial and Capital Metrics
Note: This filing is a Corporate Governance Report and does not contain full financial statements (Revenue, Profit, Cash Flow). The following capital and remuneration metrics are provided:
- Share Capital: €2,824,009,877.85 (5,763,285,465 shares).
- Free Float: 84.95% as of December 31, 2024.
- Treasury Shares: 6,666,856 total (0.12% of share capital), held directly and indirectly.
- Share Buyback Program (2024): Completed a program to acquire €781 million worth of shares (74,654,915 shares), representing approximately 1.28% of share capital at the time.
- Capital Reduction: Executed a reduction of €36,580,908.35 in nominal share capital via redemption of treasury shares in May 2024.
- Convertible Securities Issuance: Issued €750 million in convertible perpetual securities (Additional Tier 1) in June 2024.
- Board Remuneration (2024): €23,014 thousand accrued.
- Senior Management Remuneration (2024): €32,769 thousand accrued (excluding executive directors).
Material Changes and Corporate Actions
- Banco Sabadell Acquisition: On July 5, 2024, shareholders approved a non-monetary share capital increase (up to €551.9 million nominal) to cover the consideration for a voluntary public tender offer to acquire up to 100% of Banco de Sabadell, S.A.
- Board Composition Changes:
- Two new independent directors appointed: Enrique Casanueva Nardiz and Cristina de Parias Halcón.
- Belén Garijo López re-elected as "Other External" director (previously Independent) after serving over 12 years.
- Departure of José Maldonado Ramos and Juan Pi LLorens due to term expiration.
- Ownership Structure: Blackrock, Inc. holds 6.80% of voting rights; Capital Research and Management Company holds 5.027%; Europacific Growth Funds holds 3.010%. No controlling shareholder exists.
- Organizational Changes: Senior Management structure was updated in 2024, creating new business areas for Retail Client Solutions and Commercial Client Solutions.
Guidance, Outlook, Risks, and Contingencies
Management Commentary and Outlook
The Board approved the Strategic Plan for 2025-2029. The Executive Committee analyzed the strategic merits of the Banco Sabadell takeover bid. The Group maintains a focus on sustainability, with a target of 36.8% women in the management team by the end of 2026.
Risks and Contingencies
- Cenyt Case: BBVA is an investigated party in Spanish court proceedings (Preliminary Proceedings No. 96/2017) regarding alleged bribery and disclosure of secrets related to Centro Exclusivo de Negocios y Transacciones, S.L. (Cenyt). The pre-trial phase ended in January 2024, and summary proceedings continue. BBVA states no criminal liability arises for the Company and that the case has not impacted business development or reputation indices.
- Risk Appetite Framework: The Group monitors financial and non-financial risks (credit, market, liquidity, operational, cyber, ESG) against a defined Risk Appetite Framework. No material weaknesses in internal control over financial reporting were identified in 2024.
- Emerging Risks: Identified as macroeconomic/geopolitical, regulatory/reputational, new business/legal/operational, and ESG risks.
Investor Verification Checklist
- Banco Sabadell Transaction Status: Verify the progress and regulatory approval status of the voluntary public tender offer for Banco de Sabadell, S.A., approved in July 2024.
- Cenyt Legal Proceedings: Monitor updates on the summary proceedings regarding the Cenyt investigation and any potential fines or reputational impact.
- Capital Structure Impact: Assess the dilution or capital impact resulting from the share issuance for the Sabadell acquisition and the recent buyback program.
- Board Independence: Note the classification of Belén Garijo López as "Other External" rather than "Independent" due to tenure, and the composition of the Technology & Cybersecurity Committee (chaired by an executive director).
- Remuneration Policy: Review the alignment of variable remuneration with risk management and the specific targets for gender diversity in senior management (36.8% by 2026).