Balance Sheet at 31 December 2010 of BBVA

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Matters on which a tie-breaking vote may be cast
B.1.25. Indicate whether the By-Laws or the Regulations of the Board of Directors set forth any age limit for
directors:
YES
Age limit for the Chairman Age limit for the CEO Age limit for Directors
0 0 70
B.1.26. Indicate whether the By-Laws or the Regulations of the Board of Directors establish any limit on the
term of office for independent directors:
YES
Maximum term of office 12
B.1.27. If the number of women directors is scant or nil, describe the reasons therefore as well as the
initiatives adopted to correct such situation.
Description of reasons and initiatives
Article 3 of the board regulations establishes that the proposals that the board submits to the
Company’s General Meeting for the appointment or re-election of directors and the resolutions to co-opt
directors made by the board of directors shall be approved at the proposal of the Appointments
committee in the case of independent directors and on the basis of a report from said committee in the
case of all other directors.
The Board’s resolutions and deliberations on these matters shall take place in the absence of the
director whose re-election is proposed. If the director is at the meeting, she/he must leave.
The Appointments committee is tasked with formulating and providing information for the proposals to
appoint and re-elect directors.
To such end, the committee shall evaluate the skills, knowledge and experience that the Board requires,
as well as the conditions that candidates should display to fill the vacancies arising, assessing the
dedication necessary to be able to suitably perform their duties in light of the needs that the Company’s
governing bodies may have at any time.
The committee shall ensure that when filling new vacancies, the selection procedures are not marred by
implicit biases that may hinder the selection of female directors, trying to ensure that if there are few or no
women on the Board, women who display the professional profile being sought after are included on the
shortlists.
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.