Balance Sheet at 31 December 2010 of BBVA

Explain
Article 5 of the Board Regulations establishes that the chairman of the board shall also be the Bank’s chief
executive officer unless the Board resolves to separate the posts of chairman and chief executive officer
on the grounds of the Company’s best interests.
Under the company bylaws, the chairman shall, in all cases, shall be the highest-ranking representative
of the Company.
However, under article 45 of the bylaws, the Company has an Executive committee with the following
powers:
´To formulate and propose policy guidelines, the criteria to be followed in the preparation of programmes
and to fix goals, to examine the proposals put to it in this regard, comparing and evaluating the actions
and results of any direct or indirect activity carried out by the entity; determine the volume of investment in
each individual activity; approval or rejection of operations, determining methods and conditions;
arrange inspections and internal or external audits of all areas of operation of the entity; and in
general to exercise the faculties delegated to it by the board of directors.´
Article 49 of the bylaws establishes that the Company has a chief operating officer who has broad-ranging
powers delegated by the Board, with the powers inherent to this post to administer and represent the
Company. The heads of all the Company's business areas and the Company's support areas report to
him/her.
Finally, the Board has the support of various committees to help it best perform its duties. These include
the Audit & Compliance committee, the Appointment & Remuneration committee and the Risks committee,
which help the Board on issues corresponding to business within the scope of their powers. Their
composition and the rules governing their organisation and working are given in the corresponding
sections.
The Board Regulations also establish the possibility if at least one quarter of the board members appointed
at any time so wish, they may request a board meeting be held. The agenda shall include the matters
determined by the chairman of the Board, either at his/her own initiative or at the suggestion of any
director, deemed to be advisable for the Company’s best interests.
18. The Secretary of the Board takes particular care to ensure that the Board’s actions:
a) Adhere to the letter and the spirit of laws and their implementing regulations, including those approved
by the regulatory authorities;
b) Comply with the company’s By-Laws and the Regulations for the General Shareholders’ Meeting, the
Regulations of the Board and other regulations of the company;
c) Are informed by those good governance recommendations included in this Unified Code as the
company has subscribed to.
And, in order to safeguard the independence, impartiality and professionalism of the Secretary, his
appointment and removal are reported by the Nominating Committee and approved by the full Board; and
that such appointment and removal procedures are set forth in the Regulations of the Board.
See section: B.1.34
Complies
19. The Board meets with the frequency required to perform its duties efficiently, in accordance with the
calendar and agendas set at the beginning of the fiscal year, and that each Director is entitled to propose
items of the agenda that were not originally included therein.
See section: B.1.29
Complies
20. Directors’ absences are limited to unavoidable cases and quantified in the Annual Corporate
Governance Report. And when there is no choice but to grant a proxy, it is granted with instructions.
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.