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Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

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Article 23 <strong>of</strong> the Board Regul<strong>at</strong>ions establishes th<strong>at</strong> the secretary, as well as performing the duties<br />

<strong>at</strong>tributed by law and by the Company bylaws, shall be concerned with the formal and m<strong>at</strong>erial<br />

legality <strong>of</strong> the Board’s actions, ensuring they are in compliance with the Company bylaws, the<br />

AGM regul<strong>at</strong>ions and the board regul<strong>at</strong>ions, and th<strong>at</strong> they take into account any recommend<strong>at</strong>ions<br />

on good governance th<strong>at</strong> the Company has underwritten <strong>at</strong> any time.<br />

B.1.35. Indic<strong>at</strong>e the mechanisms, if any, used by the Company to preserve the independence <strong>of</strong> the auditor,<br />

the financial analysts, the investment banks and the r<strong>at</strong>ing agencies.<br />

The <strong>BBVA</strong> Audit & Compliance committee regul<strong>at</strong>ions establish th<strong>at</strong> this committee’s duties, described<br />

in section B.2.3.2, include ensuring the independence <strong>of</strong> the external audit in two senses<br />

- ensuring th<strong>at</strong> the auditors' warnings, opinions and recommend<strong>at</strong>ions cannot be compromised.<br />

- establishing the incomp<strong>at</strong>ibility between the provision <strong>of</strong> audit services and the provision <strong>of</strong><br />

consultancy, unless there are no altern<strong>at</strong>ives in the market to the auditors or companies in the auditors’<br />

group <strong>of</strong> equal value in terms <strong>of</strong> their content, quality or efficiency. In such event, the Committee must<br />

grant its approval, which can be done in advance by deleg<strong>at</strong>ion to its Chairman.<br />

This m<strong>at</strong>ter is subjected to special <strong>at</strong>tention by the Audit committee, which holds periodic meetings with<br />

the external auditor, to know the details <strong>of</strong> the progress and quality <strong>of</strong> the external audit work. It<br />

monitors the engagement <strong>of</strong> consultancy services to ensure compliance with the Committee’s<br />

Regul<strong>at</strong>ions and the applicable legisl<strong>at</strong>ion in order to safeguard the independence <strong>of</strong> the<br />

external auditor.<br />

Additionally, <strong>BBVA</strong>, as its shares are listed on the New York stock exchange, is subject to<br />

compliance with the standards established in this respect under the Sarbanes Oxley Act and its<br />

ramific<strong>at</strong>ions.<br />

Likewise, in compliance with additional provision eighteen in the Securities Exchange Act, the<br />

corresponding reports have been issued on the independence <strong>of</strong> the auditor.<br />

B.1.36. Indic<strong>at</strong>e whether the Company has changed the external auditor during the fiscal year. If so, identify<br />

the incoming and the outgoing auditor:<br />

NO<br />

Outgoing auditor<br />

Incoming auditor<br />

If there has been any disagreement with the outgoing auditor, describe the content there<strong>of</strong>:<br />

NO<br />

B.1.37. Indic<strong>at</strong>e whether the audit firm performs other non-audit work for the Company and/or its Group. If so,<br />

st<strong>at</strong>e the amount <strong>of</strong> the fees paid for such work and the percentage they represent <strong>of</strong> the aggreg<strong>at</strong>e fees<br />

charged to the Company and/or its Group.<br />

YES<br />

Amount <strong>of</strong> other non-audit work (thousands<br />

<strong>of</strong> Euros)<br />

Company Group Total<br />

773 1,834 2,607<br />

WARNING: The English version is only a transl<strong>at</strong>ion <strong>of</strong> the original in Spanish for inform<strong>at</strong>ion purposes. In case <strong>of</strong> a discrepancy,<br />

the Spanish original prevails.

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