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Balance Sheet at 31 December 2010 of BBVA

Balance Sheet at 31 December 2010 of BBVA

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egul<strong>at</strong>ors from Spain and abroad may require, including those in countries where the<br />

Group oper<strong>at</strong>es.<br />

- Oversee compliance with applicable n<strong>at</strong>ional and intern<strong>at</strong>ional regul<strong>at</strong>ions on m<strong>at</strong>ters<br />

rel<strong>at</strong>ed to money laundering, conduct on the securities markets, d<strong>at</strong>a protection and the<br />

scope <strong>of</strong> Group activities with respect to anti-trust regul<strong>at</strong>ions. Also to ensure th<strong>at</strong> any<br />

requests for action or inform<strong>at</strong>ion made by <strong>of</strong>ficial authorities in these m<strong>at</strong>ters are<br />

dealt with in due time and in due form.<br />

- Ensure th<strong>at</strong> the internal codes <strong>of</strong> ethics and conduct and securities market trading, as<br />

they apply to Group personnel, comply with legisl<strong>at</strong>ion and are properly suited to the<br />

Bank.<br />

- Especially to enforce compliance with provisions contained in the <strong>BBVA</strong> directors charter,<br />

and ensure th<strong>at</strong> directors s<strong>at</strong>isfy applicable standards regarding their conduct on the<br />

securities markets.<br />

As part <strong>of</strong> this objective scope, the Board shall detail the duties <strong>of</strong> the committee in<br />

specific regul<strong>at</strong>ions establishing procedures by which it may perform its mission.<br />

These shall supplement the provisions <strong>of</strong> these regul<strong>at</strong>ions.<br />

Article <strong>31</strong>. Rules <strong>of</strong> organis<strong>at</strong>ion and oper<strong>at</strong>ion<br />

The Audit & Compliance committee shall meet as <strong>of</strong>ten as necessary to comply with its<br />

functions although an annual calendar <strong>of</strong> meetings shall be drawn up in accordance with<br />

its duties.<br />

Executives heading the Accounts & Consolid<strong>at</strong>ion, Internal Audit and Regul<strong>at</strong>ory<br />

Compliance departments can be invited to <strong>at</strong>tend its meetings and, <strong>at</strong> the request <strong>of</strong><br />

these executives, other staff from these departments who have particular knowledge or<br />

responsibility in the m<strong>at</strong>ters contained in the agenda, can also be invited when their<br />

presence <strong>at</strong> the meeting is deemed appropri<strong>at</strong>e. However, only the committee members<br />

and the secretary shall be present when the results and conclusions <strong>of</strong> the meeting are<br />

evalu<strong>at</strong>ed<br />

The committee may engage external advisory services for relevant issues when it<br />

considers th<strong>at</strong> these cannot be properly provided by experts or technical staff within the<br />

Group on grounds <strong>of</strong> specialis<strong>at</strong>ion or independence.<br />

The committee may call on the personal co-oper<strong>at</strong>ion and reports <strong>of</strong> any employee or<br />

member <strong>of</strong> the management team when it considers th<strong>at</strong> this is necessary to carry out its<br />

functions with regard to relevant issues. The usual channel for a request <strong>of</strong> this n<strong>at</strong>ure<br />

shall be through the reporting lines <strong>of</strong> the Company organis<strong>at</strong>ion. However, in exceptional<br />

cases the request can be notified directly to the person in question.<br />

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

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

Board <strong>of</strong> Directors regul<strong>at</strong>ions ins<strong>of</strong>ar as they are applicable, and with wh<strong>at</strong>ever the<br />

specific regul<strong>at</strong>ions for this Committee may establish.´<br />

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