Balance Sheet at 31 December 2010 of BBVA

B.1.15. Indicate whether the board of directors approves a detailed remuneration policy and explain on which
issues it pronounces its opinion
YES
Amount of fixed components, with a breakdown, if applicable, of fees payable for
attendance at meetings of the Board and its Committees and estimated annual fixed
compensation arising therefrom
Variable compensation items
Main characteristics of the social security systems, with an estimate of the amount thereof
or equivalent annual cost.
Terms and conditions that must be included in the contracts with executive directors
performing senior management duties
YES
YES
YES
YES
B.1.16 Indicate whether the Board puts to vote at the General Meeting, as a separate item on the agenda, and
by way of consultation, a report on the directors' remuneration. If so, explain the aspects of the report
with respect to the remuneration policy adopted by the Board for future years, the most significant changes
in such policies compared to those applied during the year and an overall summary of how the remuneration
policy was applied during the year. Give details of the role played by the Remuneration Committee and if any
external advisory services were used, the identity of the external consultants:
NO
Issues concerning which the report on compensation policy expresses an opinion
The Company plans to put the approval of the report on the Board remuneration policy to a
consultative vote at the next General Meeting of shareholders, to be held 11 th March 2011. In its
meeting, 3 rd February 2010, pursuant to article 36 of the Board Regulations, the Board examined the
report on the remuneration policy that had been approved by the Appointments & Remuneration
committee. This report was made available to shareholders when the call to meeting was published
for the AGM held 12 th March 2010.
The report contains explanations on the general principles behind the BBVA directors' pay policy, the
system for remunerating executive directors, which includes both fixed and variable pay, long-term
rewards, distribution of total annual remuneration, corporate pension and annuity system and other
remunerations; the main characteristics of the executive directors' contracts with BBVA; the
remuneration system for non-executive directors of BBVA, including their fixed remuneration and the
remuneration scheme for remuneration through deferred delivery of shares; the evolution of the total
remuneration of the Board and future policy, thereby offering maximum transparency in this matter.
Role of the Remuneration Committee
The duties of the Remuneration committee regarding remuneration are covered in the Board
Regulations. They are as follows:
1. It proposes the remuneration system for the Board of Directors as a whole, in accordance with
the principles established in the Company’s bylaws. This system shall deal with the system’s items,
amounts and method of payment.
2. Determine the extent and amount of the remuneration, entitlements and other economic rewards
for the chairman, the chief operating officer and other executive directors of the Bank, so that these
can be reflected in their contracts. The committee’s proposals on such matters shall be submitted to
the Board of Directors.
3. Submit an annual report on the directors’ remuneration policy to the board of directors, which is
then put before the Company AGM.
WARNING: The English version is only a translation of the original in Spanish for information purposes. In case of a discrepancy,
the Spanish original prevails.