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Governance











The Governance system of Grupo BBVA México is key for the ethical operation and integration of sustainability within the entire organization based on institutional principles and applicable regulations. Said system is based on a solid corporate governance structure, the management of both financial and non-financial risks, the regulatory compliance system and the integrity program focused on the prevention of bad business practices.

The corporate governance system has the following principles and characteristics to achieve its goals:

Adequate composition

of its governing bodies.

Clear distribution

of functions between the Board of Directors, its Committees and Senior Management.

Solid decision-making process

and a robust informational model.

System for monitoring,

supervision and control of the management of BBVA Bancomer, Institución de Banca Múltiple, Grupo BBVA México.

The Board of Directors is the body in charge of the management of the Institution, and its members are appointed by the General Ordinary Shareholders’ Meeting. It is responsible for approving goals, guidelines and policies in matters of credit origination and servicing. It also appoints the Committees and officers of the Institution responsible for preparing said goals, guidelines and policies. Additionally, the Board knows and, if appropriate, approves, at the proposal of the Audit Committee, the goals of the internal control system and the guidelines for its implementation.

The General Ordinary Shareholders’ Meeting is in charge of evaluating the performance of the Board through approval of the Board’s Annual Report, audited financial statements and ratification of Board members.

Corporate Structure of Grupo BBVA México

Directors


Membership as of February 26, 2021.



Members


Jaime Serra Puche

  • Independent

  • Chairman of the Board

  • Seniority: 14 years

Eduardo Osuna Osuna

  • Vice-chairman of the Board

  • Seniority: 5 years

Onur Genc

  • Seniority: 2 years

Carlos Torres Vila

  • Seniority: 4 years

Vicente María Rodero Rodero

  • Seniority: 8 years

Carlos Vicente Salazar Lomelín

  • Independent

  • Seniority: 16 years

Ricardo Guajardo Touché

  • Independent

  • Seniority: 29 years

Jorge Saenz-Azcunaga Carranza

  • Seniority: 4 years

Cristina de Parias Halcón

  • Seniority: less than one year


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Alternates


Andrés Alejandro Aymes Blanchet

  • Independent

  • Seniority: 20 years

Armando Garza Sada

  • Seniority: 2 years

Juan Asúa Madariaga

  • Seniority: 2 years

Fernando Gerardo Chico Pardo

  • Seniority: 11 years

Eduardo Javier Garza Fernández

  • Seniority: 2 years

Arturo Manuel Fernández Pérez

  • Independent

  • Seniority: 27 years

José Francisco Gil Díaz

  • Independent

  • Seniority: 10 years

Enrique de Jesús Zambrano Benítez

  • Seniority: less than one year

Alejandro Ramírez Magaña

  • Seniority: 7 years


Sustainability governance



The Global Sustainability Office (GSO) coordinates the management of sustainability issues together with various working groups created specifically for the management of ESG matters. These working groups continuously monitor the indicators to report to the CEO on a monthly basis the progress of their actions.

Additionally, the GSO prepares and periodically updates the necessary documentation, such as the Sustainability Policy with the support of various areas within the Institution, such as Corporate & Investment Banking (CIB) for the execution of the policy and adoption of corrective measures if necessary or the non-financial risk specialists to identify potential risks within their specialty.

In addition, the Board of Directors, as the Institution’s highest surveillance body, is in charge of verifying the application of and compliance with the Sustainability Policy.

The CEO is actively involved in the evaluation and monitoring of the Corporate Responsibility strategies and projects and the Reputation activities within and outside the Institution in order to identify and manage economic, environmental and social risks that could materialize.

Non-financial risk management

Grupo BBVA México has a risk management and control model that is applied comprehensively in the Group in order to monitor and mitigate potential risks.



Additionally, it has the Corporate Policy for Non-Financial Risk Management that provides for the guidelines and regulations for the management of operational risks inherent to the activities of the Group. With the support of the Business and Support Areas, the Non-Financial Risk Units and the Specialist Control Units, methodologies and procedures are developed that allow the prioritization, assessment and periodic monitoring of risks and, in each case, to adopt the appropriate suitable mitigation and control measures.

In 2020 we implemented the Manual for the Annual Assessment of Reputational Risk.

Compliance System



The Grupo BBVA México Compliance System consists of a series of elements that prevent risks associated with the prevention of money laundering, conduct with clients, corporate compliance, and the securities market, and it achieves this through risk identification, procedures, communication and training actions, in order to establish strict standards of ethical behavior to conduct their daily activities and mitigate eventual compliance risks.

This system consists of seven basic pillars:

Adequate organizational structure

Policies and procedures

Mitigation processes and compliance controls

Technological infrastructure

Communication and training mechanisms and policies

Monitoring metrics and indicators

Independent periodic review

Integrity Program



As part of Grupo BBVA México’s efforts to create a culture of integrity, the “I have Integrity” program was implemented, which began in November 2020 and will end in June 2021. The program is structured as follows:

1

Personal reflection prior to the start of the program

2

Live session to ratify BBVA’s position on integrity issues

3

Series of 20 chapters with various ethical dilemmas to reinforce the principles established in the Code of Conduct

Code of Conduct



Grupo BBVA’s Code of Conduct represents the commitment to its stakeholders as it seeks to promote principles of ethical behavior within the entire organization in order to maintain the best standards of integrity and honesty. Strict rules of conduct are established for the development of the activities of Grupo BBVA México, focused on safeguarding the information of its clients in accordance with legal provisions, based on four key pillars:

Conduct with the client

Conduct with our colleagues

Conduct with the company

Conduct with society

97% of employees were trained in ethics and integrity in 2020.

Training on the Code of Conduct seeks to disseminate the Whistleblower Channel to invite collaborators, clients and suppliers to raise their voices in the event of identifying faults or breaches of the Code of Conduct.

Mexican email:   
canaldenuncia.mexico.mx@bbva.com
Global email:   
canaldenuncia@bbva.com
Telephone in Mexico:   

(55) 5621-4188 or 800-001-0011
Global Telephone:   

(34) 9153 77222
HPD:    Whistleblower Channel

Prevention of Money Laundering and Terrorist Financing

Grupo BBVA México collaborates and works actively in anti-money laundering (AML) and terrorist financing.

2018

2019

2020

Participants in training activities on AML

32,546

36,444

36,472

People who received specialized training *

305

481

347

Management Committee and Board of Directors

29

29

31

* The template for Money Laundering and Financing of Terrorist Activities is included.