Corporate Governance in Spanish Banks: 2011

Abstract

Spanish laws and regulations on corporate governance operate within the framework of European laws and regulations and are based on the circulars issued by the Banco de España and the Recommendations of the Unified Code (2006). In this study we have situated Spanish banks within the overall domain of corporate governance. Taking the ten largest banks by market capitalization, we have drawn a map, on which we have situated the banks according to their ownership and governance. Although general models of governance based on geographical criteria (United States, British and European models) do exist, they are not exactly applicable to Spanish banks. On the one hand, Banco Santander and BBVA are closer in some respects to the United States or British conception of governance, with low shareholder concentration, high free float and a large presence of institutional investors. The boards of these banks have more independent directors than the average and the proportion of proprietary directors is small. As regards total directors' remuneration, it is worth noting that the figures for Santander and BBVA exceed the average for Ibex 35 companies by 400% and 180%, respectively. A historical exception is Banco Popular, where a high percentage of the owners are represented directly on the board, and which has recently acquired Banco Pastor. Also, the salary of the chairman and two senior managers account for 80% of the total directors' remuneration, amounting to 1.8 million euros.

Price support by bank-affiliated mutual funds

“…The distinctive characteristic of the Spanish case, however, is the dominance of large shareholders. Stein, Capape, and Gallego (2012) document that 37.5% of the voting rights of the average Spanish bank are held by a single shareholder. The only exceptions are the two largest banks-Banco Santander and Banco Bilbao Vizcaya Argentaria (BBVA)-whose ownership is dispersed.…”