Balance Sheet at 31 December 2010 of BBVA

Should the board decide against their continuity, they are obliged to present their formal resignation. Such
circumstances would arise in the following cases:
- When they are affected by circumstances of incompatibility or prohibition as defined under prevailing
legislation, in the Company’s bylaws or in the director’s charter.
- When significant changes occur in their professional situation or that may affect the condition by virtue
of which they were appointed to the Board.
- When they are in serious dereliction of their duties as directors.
- When the director, acting as such, has caused severe damage to the Company’s assets or its reputation
or credit, and/or no longer displays the commercial and professional honour required to hold a Bank
directorship.
B.1.21. Explain whether the role of chief executive officer in the company is played by the chairman of the
board If so, indicate the measures taken to limit the risks of accumulating powers in a single person
YES
Measures to mitigate risks
Article 5 of the Board Regulations establishes that the chairman of the board shall also be the Bank’s chief
executive officer unless the Board resolves to separate the posts of chairman and chief executive officer
on the grounds of the Company’s best interests.
Under the company bylaws, the chairman shall, in all cases, shall be the highest-ranking representative
of the Company.
However, under article 45 and 46 of the bylaws, the Company has an Executive committee with the
following powers:
´To formulate and propose policy guidelines, the criteria to be followed in the preparation of programmes
and to fix goals, to examine the proposals put to it in this regard, comparing and evaluating the actions
and results of any direct or indirect activity carried out by the entity; to determine the volume of
investment in each individual activity; to approve or reject transactions, determining methods and
conditions; to arrange inspections and internal or external audits of all areas of operation of the entity;
and in general to exercise the faculties delegated to it by the board of directors.´
Likewise, article 49 of the bylaws establishes that the Company has a president and chief operating
officer. He/she has broad-ranging powers delegated by the Board, with the powers inherent to this post
to administer and represent the Company. The heads of all the Company's business areas and the
Company's support areas report to him/her.
Finally, the Board has the support of various committees to help it better perform its duties. These
include the Audit & Compliance committee, the Appointment and Remuneration committee and the Risks
committee. They help the Board on issues corresponding to business within the scope of their powers.
Their composition and the rules governing their organisation and working are given in section B.2.3.
Indicate and, as applicable, explain if rules have been established to empower one of the independent
directors to request board meetings be called or new items be included on the agenda, to coordinate and
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.