Balance Sheet at 31 December 2010 of BBVA

the general performance of the markets or of the industry in which the company does business or
circumstances of this kind.
Complies
40. The Board submits a report on director compensation policy to the vote of the shareholders at a
General Shareholders’ Meeting, as a separate item on the agenda and for advisory purposes. This report
is made available to the shareholders separately or in any other manner that the Company deems
appropriate.
Such report shall focus especially on the compensation policy the Board has approved for the current year,
as well as on the policy, if any, established for future years. It will address all the points referred to in
Recommendation 35, except those potentially entailing the disclosure of commercially sensitive
information. It will emphasize the most significant changes in such policies with respect to the policy
applied during the fiscal year prior to that to which the General Shareholders’ Meeting refers. It shall also
include an outline of the manner in which the compensation policy was applied in such prior fiscal year.
The Board also reports on the role played by the Compensation Committee in the preparation of the
compensation policy and, if external advice was provided, it states the name of the external advisors that
have given such advice.
See section: B.1.16
Complies in part
The Company is planning to put to a consultative vote the approval of the report on the Board
Remuneration Policy in the next AGM, to be held 11th March 2011. At its meeting, 3rd February 2010,
pursuant to article 36 of the Board Regulations, the Board of Directors considered the report on the
remuneration policy approved by the Appointments & Remuneration Committee, whose text was made
available to shareholders when the call to meeting was published for the AGM held 12th March 2010.
The report contains an explanation of the general principles informing the remuneration policy for the
BBVA directors, the remuneration system for the executive directors and its component, which include
both fixed and variable remuneration, long term rewards, distribution of total annual remuneration, pension
system, and other remuneration items; the main characteristics of the executive directors' contracts with
BBVA; the remuneration system for non-executive BBVA directors, which includes fixed remuneration and
the remuneration system with deferred delivery of shares; the evolution of the total remuneration of the
Board and future policy, thereby offering maximum transparency in this matter.
The functions of the Remuneration Committee, which are covered in the Board of Directors Regulations in
article 36, are as follows:
1.- Propose, within the framework established in the Company bylaws, the remuneration and
compensation system for the Board of Directors as a whole, in with respect to the system’s items, amounts
and method of payment.
2.- Determine the extent and amount of the remuneration, entitlements and other economic rewards for the
chairman, the chief operating officer and, where applicable, other executive directors of the Bank, so that
these can be reflected in their contracts. The committee’s proposals on such matters shall be submitted to
the Board of Directors. Determine the extent and amount of the remuneration, entitlements and other
economic rewards for the chairman, the chief operating officer and, where applicable, other executive
directors of the Bank, so that these can be reflected in their contracts. The committee’s proposals on such
matters shall be submitted to the Board of Directors.
3.- Issue a report on the directors' remuneration policy annually. This shall be submitted to the Board of
Directors, which shall apprise the Company's Annual General Meeting of this each year.
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.