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Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

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The Remuner<strong>at</strong>ion committee shall meet as <strong>of</strong>ten as necessary to perform its duties,<br />

convened by its chairman or by whomsoever stands in for its chairman in accordance with<br />

article 35 above.<br />

The committee may request the <strong>at</strong>tendance <strong>at</strong> its sessions <strong>of</strong> persons with positions in the group th<strong>at</strong><br />

are rel<strong>at</strong>ed to the committee's functions. It may also obtain advice as necessary to establish criteria<br />

rel<strong>at</strong>ed to its business. This shall be done through the Board secretary.<br />

The system for convening meetings, quorums, the adoption <strong>of</strong> resolutions, minutes and other<br />

details <strong>of</strong> its oper<strong>at</strong>ion shall be in accordance with the provisions <strong>of</strong> these Board <strong>of</strong> Directors<br />

regul<strong>at</strong>ions ins<strong>of</strong>ar as they are applicable.´<br />

Name <strong>of</strong> the Committee:<br />

EXECUTIVE COMMITTEE<br />

Brief Description:<br />

B.2.3.1 Executive Committee<br />

Article 26 <strong>of</strong> the Board Regul<strong>at</strong>ions establishes the following:<br />

´In accordance with Company bylaws, the Board <strong>of</strong> Directors may appoint an Executive committee,<br />

once two-thirds <strong>of</strong> its members vote for it and record <strong>of</strong> the resolution is duly filed <strong>at</strong> the Companies<br />

Registry. It shall try to ensure th<strong>at</strong> it has a majority <strong>of</strong> external directors to executive directors<br />

and th<strong>at</strong> independent directors occupy <strong>at</strong> least one third <strong>of</strong> the total se<strong>at</strong>s.<br />

The Executive committee shall be chaired by the chairman <strong>of</strong> the Board <strong>of</strong> Directors, or when this is<br />

not possible, by whomever the Company bylaws determines.<br />

The secretary shall be the company secretary who, if absent, may be substituted by whomever<br />

is appointed by the meeting’s members.´<br />

Article 27 <strong>of</strong> the Board Regul<strong>at</strong>ions establishes the duties <strong>of</strong> the Executive committee within the<br />

company, as follows:<br />

´The Executive committee shall deal with the business th<strong>at</strong> the Board <strong>of</strong> Directors deleg<strong>at</strong>es to it in<br />

accordance with prevailing legisl<strong>at</strong>ion or with the Company’s bylaws.<br />

Specifically, the Executive committee is entrusted with evalu<strong>at</strong>ion <strong>of</strong> the bank's system <strong>of</strong><br />

corpor<strong>at</strong>e governance. This shall be analysed in the context <strong>of</strong> the company’s development and <strong>of</strong><br />

the results it has obtained, taking into account any regul<strong>at</strong>ions th<strong>at</strong> may be passed and<br />

recommend<strong>at</strong>ions made regarding best market practices, adapting these to the company’s specific<br />

circumstances.´<br />

Additionally, article 28 <strong>of</strong> the Board Regul<strong>at</strong>ions establishes the following rules regarding the<br />

committee’s organis<strong>at</strong>ion and running:<br />

´The Executive committee shall meet on the d<strong>at</strong>es indic<strong>at</strong>ed in the annual calendar <strong>of</strong> meetings and<br />

when the chairman or acting chairman so decides.<br />

All other aspects <strong>of</strong> its organis<strong>at</strong>ion and oper<strong>at</strong>ion shall be subject to the provisions these<br />

regul<strong>at</strong>ions establish for the Board <strong>of</strong> Directors.<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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