The ‘Proxy Advisor’ ISS has maintained its support for the BBVA OPA on Sabadell, since it recommends to the shareholders that on the March 21 Board they vote in favor of the renewal of the power that the Bank’s Council has to carry out the expansion of capital necessary for the operation, according to the report to which Europa Press has had access.
The BBVA Council will propose to its shareholders to renew the power that was given to the extraordinary board of July 5, 2024 To be able to issue actions you need to perform the OPA to Sabadell. If approved, the deadline for making the broadcast would be extended until March 21, 2026.
ISS, who advises large funds on voting at shareholders’ boards, supports expanding this period ensuring that the operation raised to combine BBVA’s business with Sabadell’s has A “convincing strategic logic” And he believes that the expansion of the term “seems reasonable” taking into account that there are still pending authorizations.
However, the ‘Proxy Advisor’ emphasizes that the Board of Directors of Sabadell has reiterated its rejection on several occasions and warns of the “uncertainty” about regulatory approvals.
It refers to the authorization process that is ongoing by the National Commission of Markets and Competition (CNMC). Currently, the OPA is being analyzed by the agency in phase 2, after possible risks in the credit market to SMEs and acquired.
In addition, CNMC could rise to the government, opening what is considered the ‘phase 3’. Yeah Competition decides to prohibit the operation or put conditions or agree with commitments with BBVA, The OPA would have to be analyzed by the Ministry of Economy that, in turn, could take it to the Council of Ministers. At this point, the Executive, who has been critical of the BBVA plan, could put objections that go beyond the scope of competition.
Directors and remuneration
ISS has not put objections to any of the other proposals of the agenda published by BBVA.
Thus, he recommends vote in favor of the re -election of Carlos Torres, Onur Genç and Connie Hedegaard Koksbang as counselors or renew EY as an auditor of the accounts or the remuneration provided for shareholders.
On the Remuneration Report, whose vote at the Board is of an advisable nature, ISS recommends supporting it to positively value the information provided by BBVA and that there are no great mismatches between the remuneration and performance of the directors of 2024.
As a critical point, it describes as “considerable” the remuneration that the executive counselors (Torres and Genç) have received by other criteria other than performance.
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