BBVA in 2012

CorporateGovernance SystemBanco Bilbao Vizcaya Argentaria, S.A. has a Corporate Governance System that is in line withinternational recommendations and tendencies. It is tailored to its business environment andincorporates best market practices.The principles and elements comprising the Bank’s Corporate Governance System are set forth inits Board Regulations, which govern the internal procedures and the operation of the Board and itsCommittees as well as the directors’ rights and duties as described in their Charter.BBVA’s Corporate Governance System is fundamentally based on the distribution of functionsbetween the Board of Directors, the Executive Committee and the other Board Committees, and on anappropriate decision-making procedure.BBVA Board of DirectorsPursuant to the Company Bylaws, the Board of Directors constitutes the natural body to perform theCompany’s representation, administration, management and oversight. Its own Regulations reserve themost relevant decisions affecting the Company to it.The BBVA Board of Directors comprises an ample majority of independent directors. It is currentlymade up of fourteen members, two of whom are executive directors. The remaining twelve are externaldirectors, eleven of whom are independent.14 Executive summary