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04

Governance

Grupo Financiero BBVA México’s Governance system is the central pillar of the ethical operation of the organization, and of the efficient integration of sustainability at all levels. Based on the institutional principles and applicable regulations, the Governance system is made up of both a consolidated corporate governance structure and the efficient management of financial and non-financial risks, the compliance system and the Integrity Program.

Corporate governance

The corporate governance system of Grupo Financiero BBVA México is governed by a set of values and principles for the fulfillment of its objectives:

  1. Optimum composition of its governing bodies.


  2. Clear definition of duties between the Board of Directors, its Committees and Senior Management.


  3. Solid decision-making process and consolidated informational model.


  4. BBVA Mexico management monitoring, supervision and control system.

The Board of Directors is the body in charge of the management of the GFBB, and its members are appointed by the General Ordinary Shareholders’ Meeting. The Board is responsible for approving goals, guidelines and policies in matters of credit origination and servicing, which must be consistent with, compatible with and complementary to those established for Comprehensive Risk Management. It also appoints the Committees and officers of GFBB responsible for preparing said goals, guidelines and policies. Additionally, the Board knows and, where 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 Financiero BBVA México


Structure as of December 31, 2021.

Board members


Information as of December 31, 2021.

Directors

Jaime Serra Puche
Chairman of the Board

  • Time holding position: 14 years

Eduardo Osuna Osuna
Vice-Chairman of the Board

  • Time holding position: 6 years

Onur Genc

  • Time holding position: 3 years

Carlos Torres Vila

  • Time holding position: 5 years

Vicente María Rodero Rodero

  • Time holding position: 9 years

Carlos Vicente Salazar Lomelín

  • Time holding position: 16 years

Ricardo Guajardo Touché

  • Time holding position: 30 years

Jorge Saenz-Azcunaga Carranza

  • Time holding position: 5 years

Cristina de Parias Halcón

  • Time holding position: 2 years

Alternates

Alejandro Mariano Werner Wainfeld

  • Time holding position: less than a year

Armando Garza Sada

  • Time holding position: 3 years

Juan Asúa Madariaga

  • Time holding position: 3 years

Fernando Gerardo Chico Pardo

  • Time holding position: 12 years

Eduardo Javier Garza Fernández

  • Time holding position: 3 years

Arturo Manuel Fernández Pérez

  • Time holding position: 27 years

Ana Laura Magaloni Kerpel

  • Time holding position: less than a year

Enrique de Jesús Zambrano Benítez

  • Time holding position: 2 years

Alejandro Ramírez Magaña

  • Time holding position: 8 years

Independent

Sustainability in Governance Structure


Created in 2021, BBVA’s global Sustainability unit, led by Javier Rodríguez Soler, is a new division that guarantees the permeability of sustainability at the highest executive level of the organization. This is part of the Global Leadership Team and reports to the delegated director. This unit designs the strategic sustainability schedule and defines the lines of work that it integrates among the different global and transformation units, such as Risk, Finance, Talent and Culture, Data, Engineering and Organization, among others.

Also, this global business unit integrates the teams that made up the Global Sustainability Office (GSO) and promotes BBVA’s leadership to coordinate the management of sustainability issues through the following functions and activities:

  • Development of sustainable and innovative products


  • Dissemination of specialized knowledge through differential advice to customers


  • Establishment of marketing methodologies and relationships with strategic partners

Non-financial
risk management

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

In addition, Grupo Financiero BBVA México has a Non-Financial Risk Management Corporate Policy, which defines the guidelines and regulations in relation to the management of operational risks inherent to its activities. 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.

Regulatory compliance

Compliance system


Grupo Financiero BBVA México’s Compliance System prevents the risks associated with the prevention of money laundering, conduct with customers, corporate compliance, data protection, the securities market, and it achieves this through the identification of risks, procedures, communication actions and training.

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

Human rights


In line with the United Nations Guiding Principles on Business and Human Rights, Grupo Financiero BBVA México conducted a new human rights due diligence process in 2021 to prevent, mitigate and remedy the potential impacts of its activities on human rights.

This process was carried out under a preventive approach in identify the impacts of operations, as well as the appropriate procedures to repair any damage in the event of a violation. The issues evaluated are grouped into six topics:

  1. Conditions of employment: hiring and fair compensation, labor rights and relations, and health and safety.

  1. Projects and products: impact on human rights derived from the credit activity.

  1. Supply chain: fair contracting conditions, supplier control and responsible purchasing policies..

  1. Customer welfare: accessibility and service, security and respect.

  1. Respect for communities: environmental protection and inclusive businesses.

  1. Cross-cutting issues: data protection and the impact of new technologies on human rights.

The inherent risks were evaluated, based on the seriousness of the impact and the frequency of occurrence, and the residual risks, derived from GFBB’s management, of each of these six topics with respect to the interest groups, including employees, suppliers, customers and local communities, among others.

The results of the due diligence determined a medium-high effectiveness of the management and mitigation measures for each of the issues. Similarly, they allowed the detection of opportunities for improvement and the establishment of action plans for the six topics evaluated in terms of strategy, disclosure and BBVA processes.

Code of conduct


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

Conduct with

the customer

our colleagues

the company

society

In May 2021, a new Whistleblower Channel was launched the fundamental principles of which are confidentiality, whistleblower protection and other types of advantages that make the whistleblower experience more trustworthy for the whistleblower. This system also includes a mechanism to make inquiries about the application of the Code of Conduct.

The channel is also available for customers, suppliers and employees:

Whistleblower Channel:
https://www.bkms-system.com/bbva

Inquiry Channel:
https://www.bkms-system.com/consultas

Telephone: (55) 5621 4188 o 800 001 0011

Global telephone: (34) 91537 7222

Anti-Money
Laundering and Terrorist
Financing

Grupo Financiero BBVA México collaborates and works actively in Anti-Money Laundering (AML) and the Financing of Terrorism (FT).

Below is the detail of the employees who were trained in the last three-four years:

2018

2019

2020

2021

Participants in AML training activities

32,546

36,444

36,472

37,967

Specialists in activities to anti-money
laundering and terrorist financing activities

305

481

347

352

AML and TF Management Committee
and Board of Directors

29

29

31

31