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

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BBVA executive team. It is to end on December 31, 2011 and will be settled by April 15, 2012, notwithstanding the provisions included in its Regulation for early settlement. The precise number of shares to be given to each beneficiary of the 2010-2011 program is also calculated by multiplying the number of units allocated by a coefficient of between 0 and 2. This coefficient reflects the relative performance of BBVA’s total stockholder return (TSR) during the period 2010-2011 compared with the TSR of a group of the Bank’s international peers. These shares will be given to the beneficiaries after the settlement of the program. They will be able to use these shares as follows: (i) 40 percent of the shares received will be freely transferable by the beneficiaries at the moment they are received; (ii) 30 percent of the shares received will be transferable one year after the settlement date of the program; and (iii) the remaining 30 percent will be transferable starting two years after the settlement date of the program. The number of units assigned for the executive directors under the AGM resolution is 105,000 for the Chairman and CEO and 90,000 for the President and COO. The total number of units assigned under this program to the Management Committee members who held this position on June 30, 2010, excluding executive directors, is 385,000. • SCHEME FOR REMUNERATION OF NON-EXECUTIVE DIRECTORS WITH DEFERRED DISTRIBUTION OF SHARES The Bank’s AGM on March 18, 2006 resolved under agenda item eight to establish a remuneration scheme using deferred distribution of shares to the Bank’s non-executive directors, to replace the earlier postemployment scheme in place for these directors. The plan is based on the annual assignment to non-executive directors of a number of "theoretical shares" equivalent to 20% of the total remuneration received by each of them in the previous year. The share price used in the calculation is the average closing price of the BBVA shares in the seventy stock market sessions before the dates of the ordinary AGMs that approve the annual accounts for each year. The shares will be given to each beneficiary on the date he or she leaves the position of director for any reason except serious breach of duties. The number of “theoretical shares” allocated to non-executive director beneficiaries under the deferred share distribution scheme approved by the AGM for 2010, corresponding to 20% of the total remuneration paid to each in 2009, is set out below: Scheme for Remuneration of Non-Executive Directors with Deferred Distribution of Shares Theorical Shares assigned in 2010 Accumulated Theorical Shares Tomás Alfaro Drake 3,521 13,228 Juan Carlos Alvarez Mezquiriz 5,952 39,463 Rafael Bermejo Blanco 7,286 23,275 Ramón Bustamante y de la Mora 5,401 38,049 José Antonio Fernández Rivero 6,026 30,141 Ignacio Ferrero Jordi 5,952 40,035 Carlos Loring Martínez de Irujo 5,405 25,823 Enrique Medina Fernández 7,079 51,787 Susana Rodríguez Vidarte 4,274 24,724 Total (*) 50,896 286,525 (*) Additionally, 5,198 “theoretical shares” were allocated to Mr. Roman Knörr Borrás, who stood down as director on March, 23, 2010, equivalent to 20% of the remuneration received by him in 2009 • PENSION COMMITMENTS The provisions registered as of June 30, 2010 for pension commitments to the President and COO are €14,146 thousand, including both those accumulated as director of the Group and those resulting from his current position as President and COO., from which €463 thousand were assigned in 2010, and as of this date, there are no other pension commitments with executive directors. In addition, insurance premiums amounting to €92 thousand were paid on behalf of the non-executive members on the Board of Directors. 128
The provisions registered as of June 30, 2010 for pension commitments for the Management Committee members, excluding executive directors, amounted to €48,827 thousand. Of these, €3,586 thousand were assigned in 2010. • TERMINATION OF THE CONTRACTUAL RELATIONSHIP. There are no commitments as of June 30, 2010 for the payment of compensations to executive directors. In the case of the President and COO, the provisions of his contract stipulate that in the event that he loses this position for any reason other than of his own will, retirement, invalidity or serious breach of duty, he will take early retirement with a pension that may be received as a life annuity or a capital sum equal to 75% of his pensionable salary if this should occur before he reaches 55 years of age, or 85% after this age. 57. DETAILS OF THE DIRECTORS’ HOLDINGS IN COMPANIES WITH SIMILAR BUSINESS ACTIVITIES Pursuant to the third paragraph of Article 127 the Spanish Corporations Act, introduced by Law 26/2003 of 17 July amending Securities Market Act 24/1988 of July 28, and the consolidated text of the Corporations Act passed by Royal Legislative Decree 1564/1989 of December 22, in order to reinforce the transparency of listed companies, there follows a list of the companies engaging in an activity that is identical, similar or complementary to that which constitutes the corporate purpose of BBVA, and in which the members of the Board of Directors have a direct or indirect ownership interest as of June 30, 2010. In no case do the members of the Board of Directors engage in executive or administrative functions at these companies. Director´s holdings in companies with similar activities Entity Number of Shares Type of Ownership Interest Tomás Alfaro Drake - - - Juan Carlos Alvarez Mezquiriz - - - Rafael Bermejo Blanco Banco Santander 6,000 Direct Banco Popular Español 11,213 Direct Ramón Bustamante y de la Mora - - - Ángel Cano Fernández - - - José Antonio Fernández Rivero - - - Ignacio Ferrero Jordi - - - Francisco González Rodríguez - - - José Maldonado Ramos - - - Carlos Loring Martínez de Irujo - - - Enrique Medina Fernández Banco Popular Español 43.4 Indirect Bankinter 47.9 Indirect Susana Rodríguez Vidarte - - - 58. OTHER INFORMATION On March 15, 2002, the Bank of Spain initiated proceedings against BBVA and 16 of its former directors and executives, as a result of the existence of funds (approximately €225 million) belonging to BBV that were not included in the entity’s financial statements until they were voluntarily regularized by being recognized in the 2000 consolidated income statement as non-recurrent income, for which the related corporation tax was recognized and paid. BBVA notified the Bank of Spain of these matters on January 19, 2001. On May 22, 2002, the Board of the Spanish Securities and Exchange Commission (CNMV) commenced proceedings against BBVA for possible contravention of Article 99 ñ) of the Securities Market Act for the same events as those which gave rise to the proceedings initiated by the Bank of Spain. The start of legal proceedings to determine possible criminal responsibility of the individuals involved in these events triggered the suspension of the above administrative proceedings until a definitive criminal judgment was issued. These criminal proceedings ended with a definitive court judgment in 2007, with none of those involved being convicted. The end of these criminal proceedings meant that the administrative proceedings could be re-opened. The Bank of Spain and the Spanish National Securities Market 129
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BANCO BILBAO VIZCAYA ARGENTARIA, S.
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27. COMMON STOCK...................
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Translation of consolidated financi
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Millions of Euros LIABILITIES AND E
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Millions of Euros June June Notes 2
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BANCO BILBAO VIZCAYA ARGENTARIA, S.
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The BBVA Group ICFR Model is summar
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2.2. ACCOUNTING POLICIES AND VALUAT
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- Other financial instruments The f
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In the case of unsecured transactio
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2.2.2. TRANSFERS AND DERECOGNITION
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The fair value of non-current asset
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2.2.7. BUSINESS COMBINATIONS The re
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insurees, as the case may be, based
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• The discount rate used is deter
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2.2.16. FOREIGN CURRENCY TRANSACTIO
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2.2.22. CONSOLIDATED STATEMENTS OF
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IFRIC 17 - Distributions of non-cas
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The Group’s activity is mainly lo
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Changes in the Group The most signi
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- In the denominator, the average n
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The breakdown of the consolidated n
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Management & Asset Allocation, Risk
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Maximum exposure to credit risk The
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debtors includes mortgages, cash gu
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Policies and procedures for prevent
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December 2009 Less than 6 Months Pa
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7.2 MARKET RISK a) Market Risk Mark
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Below are the average interest rate
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7.4. RISK CONCENTRATIONS Below is p
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Determining the fair value of finan
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Financial Instruments LEVEL 2 Valua
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The changes in the six months ended
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10.2. DEBT SECURITIES The breakdown
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11. OTHER FINANCIAL ASSETS DESIGNAT
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12.3. EQUITY INSTRUMENTS The breakd
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13.2. LOANS AND ADVANCES TO CREDIT
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Page 112 and 113: on equity (ROE) by each business; a
Page 114 and 115: 39. INTEREST, INCOME AND SIMILAR EX
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Page 134 and 135: APPENDIX I. FINANCIAL STATEMENTS OF
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The United States Millions of Euros
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Wholesale Banking and Asset Managem
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The changes in the principal headin
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Aggregating Tier I and Tier II, as
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BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND ... - BBVA

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