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BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND ... - BBVA

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND ... - BBVA

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• REMUNERATION OF EXECUTIVE DIRECTORS<br />

The remuneration paid to individual executive directors in the six months ended June 30, 2010 is indicated<br />

below, broken down by type of remuneration:<br />

Remuneration of Executive Directors<br />

Six-month ended June 30, 2010<br />

Fixed<br />

Remuneration<br />

Thousand of Euros<br />

Variable<br />

Remuneration (*)<br />

Chairman and CEO 964 3,388 4,352<br />

President and COO 624 1,482 2,106<br />

Total (**) 1,588 4,870 6,458<br />

(*) The figures relate to variable remuneration for 2009 paid in 2010.<br />

(**) Additionally, the executive directors have received in six month ended June 30,2010 "in kind" remuneration and others<br />

for a whole total sum of €26 thousand, from which €10 thousand correspond to the Chairman and CEO<br />

Total<br />

• REMUNERATION OF THE MEMBERS OF THE MANAGEMENT COMMITTEE (*)<br />

The remuneration paid in the January 1 to June 30, 2010 period to the members of <strong>BBVA</strong>’s Management<br />

Committee amounted to €3,401 thousand in fixed remuneration and €14,200 thousand in variable<br />

remuneration accrued in 2009 and paid in 2010.<br />

Additionally, the members of the Management Committee have received during the January 1 to June 30,<br />

2010 period, in kind remuneration and others for the sum of €252 thousand.<br />

(*) This section includes information on the members of the Management Committee as of June 30, 2010, excluding the executive directors.<br />

• VARIABLE MULTI-YEAR STOCK REMUNERATION PROGRAM FOR 2009-2010 FOR EXECUTIVE DIRECTORS <strong>AND</strong><br />

MEMBERS OF THE MANAGEMENT COMMITTEE<br />

<strong>BBVA</strong> has a variable multi-year remuneration scheme in place as part of the remuneration policy established<br />

for its executive team, including executive directors and members of the Management Committee. It is based<br />

on the award of Bank shares that are instrumented through annual overlapping medium- and long-term<br />

programs. These consist of allocating individuals theoretical shares ("units") that at the end of each program<br />

are converted into real <strong>BBVA</strong> shares, provided certain initially established conditions are met, with the<br />

number depending on a scale linked to an indicator of value generation for the shareholder, and dependent<br />

on the individual performing well during the period the program is in operation.<br />

MULTI-YEAR VARIABLE SHARE-BASED REMUNERATION PLAN FOR 2009-2010<br />

The Annual General Meeting of the Bank on March 13, 2009, approved a multi-year variable share-based<br />

remuneration scheme for 2009-2010 (hereinafter “the 2009-2010 Program”) aimed at members of the <strong>BBVA</strong><br />

executive team. It is to end on December 31, 2010 and will be settled on April 15, 2011, notwithstanding the<br />

provisions included in its Regulation for early settlement.<br />

The precise number of shares to be given to each beneficiary of the 2009-2010 program is calculated by<br />

multiplying the number of units allocated by a coefficient of between 0 and 2. This coefficient reflects the<br />

relative performance of <strong>BBVA</strong>’s total stockholder return (TSR) during the period 2009-2010 compared with<br />

the TSR of a group of the Bank’s international peers.<br />

The number of “units” allocated to executive directors under this program, in accordance with the resolution<br />

of the AGM, was 215,000 for the Chairman and CEO, and 131,707 for the President and COO (**).<br />

The total number of units assigned under this program to the Management Committee members who held<br />

this position on June 30, 2010, excluding executive directors, was 817,464.<br />

(**) In addition, the previous Company Secretary, Mr. José Maldonado Ramos, has 29,024 “units”, which were allocated to him as an executive of the Bank<br />

at the start of the program. The amount initially allocated was reduced as a result of his retirement as an executive of the Bank, using a sliding scale for the<br />

time he worked as an executive and the total duration of the program.<br />

MULTI-YEAR VARIABLE SHARE-BASED REMUNERATION PLAN FOR 2010-2011<br />

The Annual General Meeting of the Bank on March 12, 2010, approved a new multi-year variable sharebased<br />

remuneration scheme for 2010-2011 (hereinafter “the 2010-2011 Program”) aimed at members of the<br />

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