Balance Sheet at 31 December 2010 of BBVA

4. Propose the senior management remuneration policy and core conditions in their contracts.
5. Ensure the remuneration policy established by the Company is observed, and periodically review
the remuneration policy applied to executive directors and senior management.
6. Any others allocated in these Regulations or attributed by a Board resolution.
Has external advice been utilized?
Name of external advisors
YES
TOWERS WATSON
B.1.17 Indicate, where applicable, the identity of board members who also sit on boards or form part of the
management of companies that hold significant shareholdings in the listed company and/or in its group
companies:
Where applicable, list the relevant relationships other than those covered in the previous point, between
members of the Board of Directors and any significant shareholders and/or companies within its group:
B.1.18. Indicate whether during the year there has been any change in the board regulations:
YES
Description of amendments
The Board of Directors, 25 th May 2010 resolved to create two new Committees: the Appointments
Committee and the Remuneration Committee.
These replace the previous Appointments & Remuneration Committee. This entailed amending the
Board Regulations with respect to the regulation and composition and operation of these
Commissions.
B.1.19. Indicate procedures for appointment, re-election, evaluation and removal of directors. List the
competent bodies, the procedures to be followed and the criteria to be employed in each procedure.
Appointment of directors
Articles 2 and 3 of the Board Regulations stipulate that members shall be appointed to the Board
by the General Meeting without detriment to the Board’s right to co-opt members in the event of any
vacancy.
In any event, persons proposed for appointment as directors must meet the requirements of applicable
legislation in regard to the special code for financial entities, and the provisions of the Company’s bylaws.
The Board of Directors shall put its proposals to the Company AGM in such a way that there is an ample
majority of external directors to executive directors on the Board and that the number of independent
directors accounts for at least one third of the total seats.
Proposals put by the Board to the AGM for appointment or re-election of directors and its resolutions to coopt
directors shall be approved at the proposal of the Appointments & Remuneration committee in the
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.