27.10.2014 Views

Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

B.1.42. Indic<strong>at</strong>e whether there is any procedure for Directors to obtain sufficiently in advance the inform<strong>at</strong>ion<br />

required to prepare for meetings <strong>of</strong> management-level decision-making bodies and, if so, describe it:<br />

YES<br />

Description <strong>of</strong> procedure<br />

Article 6 <strong>of</strong> the Board Regul<strong>at</strong>ions establishes th<strong>at</strong> directors shall dispose <strong>of</strong> sufficient<br />

inform<strong>at</strong>ion to be able to form their own opinions regarding the questions th<strong>at</strong> the Bank’s<br />

governing bodies are empowered to deal with. They may request any additional inform<strong>at</strong>ion or<br />

advice they require to comply with their duties.<br />

Exercise <strong>of</strong> these rights shall be channelled through the chairman and/or secretary <strong>of</strong> the Board<br />

<strong>of</strong> Directors. The chairman and/or secretary shall <strong>at</strong>tend to requests by providing the inform<strong>at</strong>ion<br />

directly or by establishing suitable arrangements within the organis<strong>at</strong>ion for this purpose, unless<br />

a specific procedure has been established in the regul<strong>at</strong>ions governing the Board committees.<br />

B.1.43. St<strong>at</strong>e whether the Company has established any rules requiring Directors to inform the Company —<br />

and, if applicable, resign from their position— in cases in which the credit and reput<strong>at</strong>ion <strong>of</strong> the Company<br />

may be damaged. If so, describe such rules:<br />

YES<br />

Describe the rules<br />

Article 12 <strong>of</strong> the Board Regul<strong>at</strong>ions st<strong>at</strong>es th<strong>at</strong> directors must make the board aware <strong>of</strong> any<br />

circumstances affecting them th<strong>at</strong> might harm the Company’s reput<strong>at</strong>ion and credit and, in<br />

particular, <strong>of</strong> any criminal charges brought against them, and any significant changes th<strong>at</strong> may<br />

arise in their standing before the courts.<br />

Directors must place their <strong>of</strong>fice <strong>at</strong> the disposal <strong>of</strong> the board and accept its decision regarding<br />

their continuity in <strong>of</strong>fice. Should the board resolve they not continue, they shall accordingly<br />

tender their resign<strong>at</strong>ion when the director, acting as such, has caused severe damage to the<br />

Company’s assets or its reput<strong>at</strong>ion or credit, and/or no longer displays the commercial and<br />

pr<strong>of</strong>essional honour required to hold a Bank directorship.<br />

B.1.44. St<strong>at</strong>e whether any member <strong>of</strong> the Board <strong>of</strong> Directors has informed the Company th<strong>at</strong> he has become<br />

subject to an order for further criminal prosecution upon indictment or th<strong>at</strong> an order for the<br />

commencement <strong>of</strong> an oral trial has been issued against him for the commission <strong>of</strong> any <strong>of</strong> the crimes<br />

contempl<strong>at</strong>ed in Section 124 <strong>of</strong> the Companies Law:<br />

NO<br />

Indic<strong>at</strong>e whether the Board <strong>of</strong> Directors has analyzed the case. If so, provide a duly substanti<strong>at</strong>ed<br />

explan<strong>at</strong>ion <strong>of</strong> the decision adopted regarding whether or not the Director should remain in <strong>of</strong>fice.<br />

NO<br />

Decision taken<br />

Reasoned Explan<strong>at</strong>ion<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.

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!