Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 15.47M
Non-Canadian Issuer
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 154K
3: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 701K
Liquidation or Succession
7: EX-13.1 Annual or Quarterly Report to Security Holders HTML 74K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 81K Awarded Compensation
4: EX-12.1 Statement re: the Computation of Ratios HTML 75K
5: EX-12.2 Statement re: the Computation of Ratios HTML 75K
6: EX-12.3 Statement re: the Computation of Ratios HTML 75K
8: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 71K
9: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 71K
16: R1 Cover HTML 158K
17: R2 Audit Information HTML 76K
18: R3 Statement of financial position, order of HTML 352K
liquidity (Statement)
19: R4 Statement of comprehensive income, profit or loss, HTML 223K
by function of expense (Statement)
20: R5 Statement of comprehensive income, OCI components HTML 169K
presented before tax (Statement)
21: R6 Statement of changes in equity (Statement) HTML 168K
22: R7 Statement of cash flows, indirect method HTML 200K
(Statement)
23: R8 Statement of financial position, order of HTML 80K
liquidity (Parentheticals)
24: R9 Statement of cash flows, indirect method HTML 77K
(Parentheticals)
25: R10 Note 1 HTML 97K
26: R11 Note 2 HTML 330K
27: R12 Note 3 HTML 97K
28: R13 Note 4 HTML 104K
29: R14 Note 5 HTML 94K
30: R15 Note 6 HTML 118K
31: R16 Note 7 HTML 1.43M
32: R17 Note 8 HTML 546K
33: R18 Note 9 HTML 80K
34: R19 Note 10 HTML 152K
35: R20 Note 11 HTML 81K
36: R21 Note 12 HTML 83K
37: R22 Note 13 HTML 197K
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40: R25 Note 16 HTML 107K
41: R26 Note 17 HTML 301K
42: R27 Note 18 HTML 155K
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45: R30 Note 21 HTML 150K
46: R31 Note 22 HTML 207K
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48: R33 Note 24 HTML 110K
49: R34 Note 25 HTML 429K
50: R35 Note 26 HTML 89K
51: R36 Note 27 HTML 73K
52: R37 Note 28 HTML 119K
53: R38 Note 29 HTML 115K
54: R39 Note 30 HTML 98K
55: R40 Note 31 HTML 90K
56: R41 Note 32 HTML 160K
57: R42 Note 33 HTML 105K
58: R43 Note 34 HTML 73K
59: R44 Note 35 HTML 74K
60: R45 Note 36 HTML 78K
61: R46 Note 37 HTML 93K
62: R47 Note 38 HTML 78K
63: R48 Note 39 HTML 74K
64: R49 Note 40 HTML 95K
65: R50 Note 41 HTML 116K
66: R51 Note 42 HTML 86K
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68: R53 Note 44 HTML 113K
69: R54 Note 45 HTML 82K
70: R55 Note 46 HTML 81K
71: R56 Note 47 HTML 81K
72: R57 Note 48 HTML 74K
73: R58 Note 49 HTML 80K
74: R59 Note 50 HTML 83K
75: R60 Note 51 HTML 91K
76: R61 Note 52 HTML 86K
77: R62 Note 53 HTML 109K
78: R63 Note 54 HTML 263K
79: R64 Note 55 HTML 74K
80: R65 Note 56 HTML 76K
81: R66 List of accounting policies (Policies) HTML 376K
82: R67 Note 2 (Tables) HTML 78K
83: R68 Note 3 (Tables) HTML 79K
84: R69 Note 4 (Tables) HTML 82K
85: R70 Note 5 (Tables) HTML 92K
86: R71 Note 6 (Tables) HTML 114K
87: R72 Note 7 (Tables) HTML 1.23M
88: R73 Note 8 (Tables) HTML 519K
89: R74 Note 9 (Tables) HTML 80K
90: R75 Note 10 (Tables) HTML 153K
91: R76 Note 11 (Tables) HTML 81K
92: R77 Note 12 (Tables) HTML 82K
93: R78 Note 13 (Tables) HTML 204K
94: R79 Note 14 (Tables) HTML 201K
95: R80 Note 15 (Tables) HTML 218K
96: R81 Note 16 (Tables) HTML 105K
97: R82 Note 17 (Tables) HTML 298K
98: R83 Note 18 (Tables) HTML 155K
99: R84 Note 19 (Tables) HTML 172K
100: R85 Note 20 (Tables) HTML 84K
101: R86 Note 21 (Tables) HTML 149K
102: R87 Note 22 (Tables) HTML 207K
103: R88 Note 23 (Tables) HTML 216K
104: R89 Note 24 (Tables) HTML 110K
105: R90 Note 25 (Tables) HTML 426K
106: R91 Note 28 (Tables) HTML 120K
107: R92 Note 29 (Tables) HTML 119K
108: R93 Note 30 (Tables) HTML 97K
109: R94 Note 31 (Tables) HTML 91K
110: R95 Note 32 (Tables) HTML 142K
111: R96 Note 33 (Tables) HTML 103K
112: R97 Note 36 (Tables) HTML 78K
113: R98 Note 37 (Tables) HTML 94K
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115: R100 Note 40 (Tables) HTML 96K
116: R101 Note 41 (Tables) HTML 120K
117: R102 Note 42 (Tables) HTML 87K
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119: R104 Note 44 (Tables) HTML 94K
120: R105 Note 45 (Tables) HTML 82K
121: R106 Note 46 (Tables) HTML 80K
122: R107 Note 47 (Tables) HTML 80K
123: R108 Note 49 (Tables) HTML 79K
124: R109 Note 50 (Tables) HTML 82K
125: R110 Note 51 (Tables) HTML 91K
126: R111 Note 52 (Tables) HTML 89K
127: R112 Note 53 (Tables) HTML 110K
128: R113 Note 54 (Tables) HTML 249K
129: R114 Note 2 Depreciation rates for tangible assets HTML 83K
(Details)
130: R115 Note 3 Contribution to consolidated group total HTML 83K
assets entities by main activities (Details)
131: R116 Note 4 Available amount for interim dividend HTML 78K
payments (Details)
132: R117 Note 4 Allocation of earnings (Details) HTML 78K
133: R118 Note 5 Basic and diluted earnings per share HTML 106K
(Details)
134: R119 Note 6 Total Group assets by operating segments HTML 92K
(Details)
135: R120 Note 6 Main margins and profit by operating HTML 113K
segments (Details)
136: R121 Note 7 Positive scenario of GDP, unemployment rate HTML 145K
and HPI for the main geographies (Details)
137: R122 Note 7 Base scenario of GDP, unemployment rate and HTML 145K
HPI for the main geographies (Details)
138: R123 Note 7 Negative scenario of GDP, unemployment rate HTML 145K
and HPI for the main geographies (Details)
139: R124 Note 7 Expected loss variation as of december HTML 102K
(Details)
140: R125 Note 7 Maximum credit risk exposure (Details) HTML 176K
141: R126 Note 7 Maximum Credit Risk Exposure, accumulated HTML 173K
allowances and carrying amount by geographical
location (Details)
142: R127 Note 7 Maximum credit risk exposure, accumulated HTML 131K
allowances and carrying amount by counterparty
(Details)
143: R128 Note 7 Loans and advances breakdown by HTML 204K
counterparty and product (Details)
144: R129 Note 7 Impaired loans and advances at amortized HTML 88K
cost covered by collateral (Details)
145: R130 Note 7 Guarantees Received (Details) HTML 84K
146: R131 Note 7 Probability of default of loans and HTML 106K
advances to customers (Details)
147: R132 Note 7 Impaired secured loans risks (Details) HTML 170K
148: R133 Note 7 Changes in impaired financial assets and HTML 86K
guarantees given (Details)
149: R134 Note 7 Changes in impaired financial assets HTML 94K
written off from the balance sheet (Details)
150: R135 Note 7 Changes in gross accounting balances of HTML 128K
loans and advances at amortized cost (Details)
151: R136 Note 7 Changes in allowances of loans and advances HTML 120K
at amortized cost (Details)
152: R137 Note 7 Sensitivity to interest rate and credit HTML 110K
spread analysis (Details)
153: R138 Note 7 Sensitivity to one percent of the average HTML 85K
rate in the main currencies (Details)
154: R139 Note 7 VaR by Risk factor (Details) HTML 113K
155: R140 Note 7 Impact of the stress test (Details) HTML 85K
156: R141 Note 7 Effect offsetting for derivatives and HTML 117K
securities operation (Details)
157: R142 Note 7 LtSCD by LMU (Details) HTML 81K
158: R143 Note 7 LCR main LMU (Details) HTML 79K
159: R144 Note 7 Liquidity available by instrument (Details) HTML 122K
160: R145 Note 7 NSFR main LMU (Details) HTML 79K
161: R146 Note 7 Residual maturities by contractual periods HTML 276K
(Details)
162: R147 Wholesale financing transactions carried out by HTML 138K
group operations (Details)
163: R148 Note 7 Encumbered and unencumbered asstes HTML 89K
(Details)
164: R149 Note 7 Collateral pledges received (Details) HTML 92K
165: R150 Note 7 Sources of encumbrance (Details) HTML 88K
166: R151 Note 8 Fair value of financial instruments by HTML 198K
levels (Details)
167: R152 Note 8 Fair value of financial assets by levels, HTML 122K
valuation techniques and inputs (Details)
168: R153 Note 8 Fair value of financial liabilities by HTML 108K
levels, valuation techniques and inputs (Details)
169: R154 Note 8 Unobservable inputs (Details) HTML 136K
170: R155 Note 8 Financial instruments level 3 Changes in HTML 95K
the year (Details)
171: R156 Note 8 Transfer between levels (Details) HTML 156K
172: R157 Note 8 Financial instruments level 3 sensitivity HTML 138K
analysis (Details)
173: R158 Note 8 Fair value of financial instruments at HTML 131K
amortized cost by levels (Details)
174: R159 Note 9 Cash Cash Balances At Central Banks And HTML 82K
Other Demand Deposits (Details)
175: R160 Note 10 Financial assets and liabilities held for HTML 128K
trading (Details)
176: R161 Note 10 Derivatives by type of risk and by product HTML 136K
or by type of market (Details)
177: R162 Note 11 Non trading financial assets at fair value HTML 81K
through profit or loss mandatorily measured at
fair value (Details)
178: R163 Note 12 Financial Instruments Designated At Fair HTML 83K
Value Through Profit Or Loss (Details)
179: R164 Note 13 Financial assets at fair value through HTML 85K
other comprehensive income (Details)
180: R165 Note 13 Financial assets at fair value through HTML 99K
other comprehensive income equity instruments
(Details)
181: R166 Note 13 Financial assets at fair value through HTML 129K
other comprehensive income debt securities
(Details)
182: R167 Note 13 Financial assets at fair value through HTML 114K
other comprehensive income debt securities by
rating (Details)
183: R168 Note 13 Other comprehensive income Changes in HTML 91K
gains or losses (Details)
184: R169 Note 14 Financial assets at amortised cost HTML 114K
(Details)
185: R170 Note 14 Debt securities at amortized cost HTML 117K
(Details)
186: R171 Note 14 Debt securities by rating (Details) HTML 114K
187: R172 Note 14 Loans and advances to customers (Details) HTML 91K
188: R173 Note 14 Loans and advances maturing in more than HTML 83K
one year by fixed interest rate and floating
(Details)
189: R174 Note 14 Securitized loans (Details) HTML 76K
190: R175 Note 15 Derivatives Hedge accounting and fair HTML 81K
value changes of the hedged items in portfolio
hedge of interest rate risk (Details)
191: R176 Note 15 Derivatives Hedge accounting breakdown by HTML 158K
type of risk and type of hedge (Details)
192: R177 Note 15 Hedged items in fair value hedges HTML 149K
(Details)
193: R178 Note 15 Calendar of the notional maturities of the HTML 128K
hedging instruments (Details)
194: R179 Note 16 Investments In Subsidiaries Joint Ventures HTML 108K
And Associates (Details)
195: R180 Note 16 Joint ventures and associates changes in HTML 87K
the year (Details)
196: R181 Note 17 Tangible Assets Breakdown By Type Of Asset HTML 285K
(Details)
197: R182 Note 17 Tangible assets by Spanish and foreign HTML 79K
subsidiaries net assets values (Details)
198: R183 Note 18 Reconciliation Of Changes In Goodwill HTML 113K
(Details)
199: R184 Note 18 Impairment test assumptions CGU goodwill HTML 78K
in Mexico (Details)
200: R185 Note 18 Sensitivity analysis for main assumptions HTML 83K
Mexico (Details)
201: R186 Note 18 Other Intangible Assets (Details) HTML 80K
202: R187 Note 18 Changes in other intangible assets HTML 97K
(Details)
203: R188 Note 19 Reconciliation of taxation at the Spanish HTML 132K
corporation tax rate to the tax expense recorded
for the year (Details)
204: R189 Note 19 Effective tax rate (Details) HTML 88K
205: R190 Note 19 Tax recognized in total equity (Details) HTML 78K
206: R191 Note 19 Tax assets and liabilities (Details) HTML 104K
207: R192 Note 19 Deferred tax assets and liabilities annual HTML 97K
variations (Details)
208: R193 Note 19 Secured tax assets (Details) HTML 76K
209: R194 Note 20 Other assets and liabilities (Details) HTML 91K
210: R195 Note 21 Non Current Assets And Disposal Groups HTML 92K
Classified As Held For Sale Breakdown By Items
(Details)
211: R196 Note 21 Non current assets and disposal groups HTML 130K
classified as held for sale changes in the year
(Details)
212: R197 Note 22 Financial liabilities at amortised cost HTML 98K
(Details)
213: R198 Note 22 Deposits from banks (Details) HTML 123K
214: R199 Note 22 Customer Deposits (Details) HTML 121K
215: R200 Note 22 Deposits from debt certificates (Details) HTML 117K
216: R201 Note 22 Memorandum item subordinated liabilities HTML 81K
at amortized cost (Details)
217: R202 Note 22 Other Financial Liabilities (Details) HTML 86K
218: R203 Note 22 Maturity of future payment obligations HTML 81K
(Details)
219: R204 Note 23 Liabilities Under Insurance Contracts And HTML 101K
Reinsurance Contracts Issued (Details)
220: R205 Note 23 Liabilities under insurance and HTML 92K
reinsurance contracts by type of product (Details)
221: R206 Note 23 Variation in liabilities under Insurance HTML 163K
and Reinsurance Contracts analyzed by liabilities
for the remaining coverage and liabilities for
incurred claims (Details)
222: R207 Note 23 Variation in liabilities under Insurance HTML 175K
and Reinsurance contracts by valuation components
(Details)
223: R208 Note 23 Maturity of liabilities under insurance HTML 85K
and reinsurance contracts (Details)
224: R209 Note 23 Maturity of liabilities under insurance HTML 75K
and reinsurance contracts under IFRS 4 (Details)
225: R210 Note 23 Mathematical reserves (Details) HTML 84K
226: R211 Note 24 Provisions Breakdown By Concepts (Details) HTML 87K
227: R212 Note 24 Provisions for pensions and similar HTML 94K
obligations changes over the year (Details)
228: R213 Note 24 Provisions for taxes, legal contingencies HTML 83K
and other provisions changes over the year
(Details)
229: R214 Note 25 Net defined benefit liability asset on the HTML 99K
consolidated balance sheet (Details)
230: R215 Note 25 Consolidated Income Statement Impact HTML 95K
(Details)
231: R216 Note 25 Equity impact (Details) HTML 77K
232: R217 Note 25 Defined benefits (Details) HTML 167K
233: R218 Note 25 Actuarial assumptions percentage (Details) HTML 91K
234: R219 Note 25 Sensitivity analysis (Details) HTML 92K
235: R220 Note 25 Post employment commitments (Details) HTML 312K
236: R221 Note 25 Medical benefits commitments (Details) HTML 164K
237: R222 Note 25 Estimated benefit payments (Details) HTML 106K
238: R223 Note 25 Plan assets breakdown (Details) HTML 95K
239: R224 Note 25 Investments in listed markets (Details) HTML 89K
240: R225 Note 28 Retained Earnings And Other Reserves HTML 83K
(Details)
241: R226 Note 28 Restricted reserves breakdown by concepts HTML 78K
(Details)
242: R227 Note 28 Retained earnings, revaluation reserves HTML 133K
and other reserves breakdown by company or
corporate group (Details)
243: R228 Note 29 Treasury shares (Details) HTML 114K
244: R229 Note 29 Treasury Stock (Details) HTML 78K
245: R230 Note 29 Shares of BBVA accepted in pledge HTML 77K
(Details)
246: R231 Note 29 Shares of BBVA owned by third parties but HTML 77K
managed by the Group (Details)
247: R232 Note 30 Accumulated Other Comprehensive Income HTML 112K
Classified By Concepts (Details)
248: R233 Note 31 Non Controlling Interest Classified By HTML 90K
Concept (Details)
249: R234 Note 31 Profit Attributable to Non Controlling HTML 90K
Interests (Details)
250: R235 Note 32 Eligible capital resources (Details) HTML 121K
251: R236 Note 32 Amount of capital CC1 (Details) HTML 146K
252: R237 Note 32 Leverage Ratio (Details) HTML 76K
253: R238 Note 33 Commitments and guarantees given (Details) HTML 102K
254: R239 Note 36 Transactions on behalf of third parties HTML 79K
breakdown by concepts (Details)
255: R240 Note 37 Interest income breakdown by origin HTML 87K
(Details)
256: R241 Note 37 Interest expense breakdown by origin HTML 89K
(Details)
257: R242 Note 38 Dividend income breakdown by headline HTML 79K
(Details)
258: R243 Note 40 Fee and commission income (Details) HTML 95K
259: R244 Note 40 Fees and commission expense (Details) HTML 84K
260: R245 Note 41 Gains Or Losses On Financial Assets And HTML 107K
Liabilities And Exchange Differences Breakdown By
Heading On the Balance Sheet (Details)
261: R246 Note 41 Gains Or Losses On Financial Assets And HTML 89K
Liabilities And Exchange Differences Breakdown By
Nature Of The Financial Instrument (Details)
262: R247 Note 41 Derivatives hedge accounting (Details) HTML 99K
263: R248 Note 42 Other operating income (Details) HTML 77K
264: R249 Note 42 Other operating expense (Details) HTML 82K
265: R250 Note 43 Insurance And Reinsurance Contracts In HTML 79K
Income And Expense (Details)
266: R251 Note 43 Income by type of insurance product HTML 87K
(Details)
267: R252 Note 44 Personnel Expenses Breakdown (Details) HTML 86K
268: R253 Note 44 Administrative expenses (Details) HTML 88K
269: R254 Note 45 Depreciation And Amortisation Expense HTML 86K
(Details)
270: R255 Note 46 Provisions or reversal of provisions HTML 81K
(Details)
271: R256 Note 47 Impairment Or Reversal Of Impairment On HTML 80K
Financial Assets Not Measured At Fair Value
Through Profit Or Loss (Details)
272: R257 Note 49 Impairment Or Reversal Of Impairment On HTML 80K
Non Financial Assets (Details)
273: R258 Note 50 Profit Or Loss From Non Current Assets And HTML 83K
Disposal Groups Classified As Held For Sale Not
Qualifying As Discontinued Operations (Details)
274: R259 Note 51 Liabilities from financing activities HTML 110K
(Details)
275: R260 Note 52 Fees for audits conducted and other HTML 79K
related services (Details)
276: R261 Note 52 Other services rendered (Details) HTML 73K
277: R262 Note 52 Fees for audits conducted (Details) HTML 81K
278: R263 Note 53 Balances Arising From Transactions With HTML 92K
Entities Of The Group Explanatory (Details)
279: R264 Note 53 Balance of income statement arising from HTML 79K
transactions with entities of the group (Details)
280: R265 Note 53 Transactions with members of the board of HTML 88K
directors and senior management balance at 31st
december (Details)
281: R266 Note 54 Remuneration For Non Executive Directors HTML 270K
Explanatory (Details)
282: R267 Note 54 Theoretical shares (Details) HTML 115K
283: R268 Note 54 Annual fixed remuneration (Details) HTML 77K
284: R269 Note 54 Annual variable remuneration (Avr) HTML 83K
(Details)
285: R270 Nota 54 Deferred annual variable remuneration from HTML 113K
previous financial years (Details)
286: R271 Note 54 Executive directors (Details) HTML 84K
287: R272 Note 54 Annual fixed remuneration Senior HTML 73K
management (Details)
288: R273 Note 54 Annual variable remuneration (AVR) Senior HTML 82K
management (Details)
289: R274 Note 54 Deferred annual variable remuneration from HTML 100K
previous years senior management (Details)
290: R275 Note 54 Pension commitments with members of Senior HTML 79K
Management (Details)
292: XML IDEA XML File -- Filing Summary XML 561K
295: XML XBRL Instance -- bbva-20231231_htm XML 25.40M
291: EXCEL IDEA Workbook of Financial Report Info XLSX 886K
12: EX-101.CAL XBRL Calculations -- bbva-20231231_cal XML 427K
13: EX-101.DEF XBRL Definitions -- bbva-20231231_def XML 2.73M
14: EX-101.LAB XBRL Labels -- bbva-20231231_lab XML 8.23M
15: EX-101.PRE XBRL Presentations -- bbva-20231231_pre XML 4.19M
11: EX-101.SCH XBRL Schema -- bbva-20231231 XSD 1.67M
293: JSON XBRL Instance as JSON Data -- MetaLinks 1,223± 1.86M
294: ZIP XBRL Zipped Folder -- 0000842180-24-000007-xbrl Zip 2.86M
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
This Remuneration Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Banco Bilbao Vizcaya Argentaria, S.A. (the “Company”). This Policy provides for the recoupment of certain executive remuneration in
the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 303A.14 of the New York Stock Exchange Listed Company Manual (the “Listing Rule”) and shall be construed and interpreted in accordance with such intent.
1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a)“Covered
Executive” means any individual who is required to be covered by this Policy pursuant to the Listing Rule, including (i) each Executive Director of the Company and (ii) each of those members of the Senior Management of the Company that the Board determines from time to time.
(c)“Covered Remuneration” means any Incentive-based Remuneration “received” by any current or former Covered Executive during the three fiscal years completed immediately preceding the date
of any applicable Recoupment Trigger Date (and any additional transition period in connection with any change in the Company’s fiscal year, as provided in the Listing Rule) to the extent that (i) the Incentive-based Remuneration is received after the Effective Date and after the recipient of the amount became a Covered Executive and (ii) the Covered Executive served in their executive role at any time during the performance period applicable to the Incentive-based Remuneration. For purposes of this Policy, Incentive-based Remuneration is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Remuneration (or portion thereof) is attained, even if the payment or grant of such Incentive-based Remuneration is made thereafter.
(d)“Financial
Reporting Measure” means any (i) measure that is determined and presented in accordance with the International Financial Reporting Standards used in preparing the Company’s financial statements, (ii) stock price measure, or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any Financial Reporting Measure referenced herein).
(e)“Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any
restatement that is required in order to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(f)“Incentive-based Remuneration” means any remuneration (including, for the avoidance of doubt, any cash or equity or equity-based remuneration, whether deferred or current) that is based wholly or in part upon the achievement of a Financial Reporting Measure.
(g)“Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the
Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
2.Recoupment of Erroneously Awarded Remuneration.
(a)In the event of a Financial Restatement, if the amount of any Covered Remuneration exceeds the amount of the Incentive-based
Remuneration that would have otherwise been received by the relevant Covered Executive if calculated based on the Financial Restatement (the “Adjusted Remuneration”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Covered Remuneration over the Adjusted Remuneration, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Remuneration”).
(b)Subject to applicable law, the Company shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Remuneration shall be recovered from a Covered Executive.
(c)Notwithstanding
anything to the contrary herein, the Company shall not be required to recover any Erroneously Awarded Remuneration if a majority of the independent directors serving on the Board has determined that recovery of the Erroneously Awarded Remuneration would be impracticable in accordance with Section 303A.14(c)(1)(iv)(A), (B), or (C) of the Listing Rule.
(d)The Company shall not indemnify or insure any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Remuneration pursuant to this Policy.
3.Administration.
This Policy will be administered by the Board, or any committee or subcommittee of the Board designated to administer this Policy (the “Administrator”). All decisions of the Administrator shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Administrator shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations.
4.Interpretation.
Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
5.Amendment/Termination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy may be amended or terminated by the Administrator
at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Remuneration in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Remuneration to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
Dates Referenced Herein and Documents Incorporated by Reference
