BBVA Bancomer/2018 Annual Report
Corporate governance
GRI 102-18, 102-19, 102-20, 102-21, 102-22, 102-23, 102-24, 102-26, 102-28, 102-29, 102-30, 102-31, 102-35 and 102-36
The corporate governance system of BBVA Bancomer, S.A., Institución de
Banca Múltiple, BBVA Bancomer Financial Group, serves as the linchpin to its
corporate integrity and the organization's ethical and efficient functioning.
It comprises a set of principles, standards and elements that regulate and
frame relations between the company, the Bank's management, shareholders
and other stakeholders.
The governance system is rooted into the following principles, in accordance with the Corporate
Governance System of BBVA:
1. A suitable composition and structuring of governance bodies.
2. A clear distribution of functions between the Board of Directors and its committees, and
between these and Senior Management.
3. A solid decision-making process and a robust reporting model.
4. Complete monitoring, oversight and control of the Bank's management.
The Board of Directors is the body entrusted with overseeing the institution. Its members are
designated at the Annual General Meeting of Shareholders.
The Annual General Meeting is entrusted with assessing the Board's performance by approving
the Board's Annual Report and financial statements, as well as ratifying each director's
membership of the Board.
The Board is responsible for approving objectives, guidelines and policies with regard to the
origination and management of lending activity, all of which must be coherent and compatible
with, as well as complementary to, those established for Integrated Risk Management.
The Board delegates authority to committees and, if applicable, to officers of the institution to
design the aforementioned objectives, guidelines and policies. The Board hears and, as the case
may be, approves a report from the Audit Committee on the objectives of the Internal Control
System and guidelines for its implementation.
Composition of the Board of Directors
The Annual General Meeting of Shareholders of BBVA Bancomer is the governance body
authorized to designate the individuals who are to sit on the Bank's Board of Directors.
Meanwhile, Board members are authorized, in accordance with applicable law and the Bylaws of
BBVA Bancomer, to designate the individuals who are to sit on its various committees.
The process for selecting and appointing members of the Board of Directors is set out in applicable
law and in the bylaws of BBVA Bancomer.
24View entire presentation