Dimensión de la sustentabilidad

The Bank has a Nomination and Remunerations Committee which was created on March 30, 2009. Its members must be Directors with no executive functions, and the majority of its members must be “independent”. Its main functions are to provide assistance to the Board of directors in all issues regarding compensation policies and other benefits. Moreover, it is also in charge of stating the terms and conditions for the selection and hiring of the key principal executives of the company. As of December 31, 2014 it consisted of: (i) Oscar Miguel Castro; (ii) Marcelo Gustavo Canestri; (iii) José Manuel Tamayo Pérez; (iv) ) Gustavo Fernández and (v) Adrián Bressani.

law. Moreover, Argentine legislation requires approval of a total amount of Director’s compensation in the Annual Ordinary Shareholders’ Meeting.

During the fiscal year ended December 31, 2014, the Bank was required to set aside Ps.1.5 million to provide defined contribution pension plans (see Note 23.14 to our Consolidated Financial Statements).

Special Committees

The Bank has the following special committees (i) Management, (ii) Computer Technology (iii) Disclosure; (iv) Asset Laundering and Terrorism Financing Prevention Committee; (iv) Internal Control Evaluation Committee, among others.

 Management Committee

As of December 31, 2014 the Management Committee consisted of: (i) Ricardo Enrique Moreno, (ii) Martín Ezequiel Zarich, (iii) Jorge Luna, (iv) Jorge Alberto Bledel, (v) Gustavo Fernández, (vi) Ignacio Sanz y Arcelus (vii) Juan Eugenio Rogero González, (viii) Gustavo Siciliano, (ix) Carlos Elizalde.

The obligations of the Management Committee are to: (i) fix the business and investment strategies, the general risks policies, the human resources policies and cooperate with the General Manager; (ii) delegate powers to other officers; (iii) analyze and approve the general annual budget; (iv) monitor its evolution and determine corrective measures according to internal and market variables and (v) create business synergies with other companies of the group.

The Management Committee meets monthly.  Informatic Technology Committee

The Informatic Technology Committee is responsible for the institutional treatment of the policies, goals and planning of the information systems area, and currently and as of December 31, 2014, consists of: (i) Gustavo Siciliano, (ii) Rubén Stempellato, (iii) Marcelo Gustavo Canestri, (iv) Daniel Neme, (v) María Susana Dopazo Tomey.

The Computer Technology Committee meets quarterly.  Disclosure Committee

As of December 31, 2014, the Disclosure Committee consists of: (i) the Financial Planning Director Ignacio Sanz y Arcelus; (ii) Independent Director, Oscar Miguel Castro; (iii) the Legal Services Director, Adrián Bressani; (iv) the Audit Director, Esther Dafauce; (v) the Accounting Manager, Mónica Etcheverry; (vi) the Planning and Efficiency Manager, Jaquelina Kuscich; and (vii) the Secretary for Investors Relations, Vanesa Bories; (viii) Investor Relations Analyst Cecilia Acuña.

The general functions of the Disclosure Committee are to make sure that all information supplied to the Bank’s shareholders, the markets where its shares are listed and the regulatory bodies of such markets is true and complete, adequately represents its financial situation and the results of its operations and is communicated in compliance with the terms and other requirements of the applicable regulations and with general market operation and good corporate governance principles. It must therefore ensure the existence and maintenance by the Bank of procedures and controls regarding the preparation and content of all information included in the financial statements as well as of any accounting or financial information which must be registered with the CNV and other regulatory bodies and agents of the stock exchanges where the shares of BBVA Francés are listed.

The Disclosure Committee meets quarterly.

 Asset Laundering and Terrorism Financing Prevention Committee

As of December 31, 2014, the Asset Laundering and Terrorism Financing Prevention Committee consisted of: Two Directors, Mario Luis Vicens, who is Compliance Officer on Money Laundering Prevention before the Anti-Money Laundering Organism

In order to comply with its control and prevention purposes, the Terrorism Assets and Money Laundering Prevention Committee assumes the following responsibilities:

− to deal with all matters related to the prevention of terrorism assets laundering and financing. − to define operational policies and continuously monitor their degree of advancement. − to assign duties to the different areas involved.

Each member assumes the following functions:

− to render his or her area of activity more sensitive as to the importance of preventing terrorism assets laundering and financing.

− to detect any relevant situation which may occur in his or her area in this connection. − to analyze any new product or service and evaluate potential asset laundering risks.

− to assume the necessary commitments in his or her area in order to implement prevention systems in coordination with the officer responsible for Asset Laundering Prevention.

The Terrorism Asset Laundering and Financing Committee meets every three months, or extraordinarily whenever the coordinator should deem it convenient due to the existence of relevant matters to be discussed.

Not fewer than five business days in advance of the meeting shall the Regulatory Compliance Director discuss with the secretary the subjects to be treated at the quarterly meeting, and the Secretary will submit the agenda to the members of the Committee

 Regulatory Compliance Committee

This Committee consists of three regular Directors, the Executive Director, Compliance Director, Retail Banking Director, Planning and Financial Area Director, Legal Services Director. The Records Office shall be under the supervision of the Institutional Area of the Legal Services Department.

Their main functions are to:

− Monitor the compliance of the applicable law as regards to any matter concerning the Conducts in the Security Markets and the protection of personal data.

− Monitor the scope of the actions taken by the Bank within its jurisdiction, as well as information requirements made by the competent official bodies.

− Ensure that the Internal Code of Conduct and the Code of Conduct within the securities market, is applicable to the staff of the Bank, which must comply with the regulatory requirements and be suitable for the entity.

− Authorize exemptions regarding the compliance of the rules set forth in the Code of Conduct. Such exemptions shall be regarded as exceptional and must have a justified not causing any risks regarding the Corporate Integrity of BBVA Banco Francés and its group of companies in Argentina.

− Implement the necessary measures to deal with any ethically questionable matter known by any of its members as a result of their activity or as a consequence of the reception of communications referred to in Section 6.28 of the Code of Conduct. − Regarding those circumstances which may give rise to significant risks for the BBVA Group in Argentina, this Committee

 Risks Management Committee 1) Risk Management Committee

This Committee consists of the Executive President, Risks Director, Validation and Internal Control Manager, Retail Risk Manager, Risks Company and Wholesale Manager (permanent participants), Risk Financial and Reporting Manager, Collections Manager; Responsible for Global Management and Technical Secretariat.

The main purpose of this Committee is to:

− Approve any operations and financial programs of clients or Corporate and Investment Management group which exceed the powers granted to the Credit Risk, Financial Entities and Issuer Risk Committee, and any other matter solved outside the regional scope; any and all operations which may result special or exceptional and may be dealt with by such committee.

− Approve refinancing, cancellations and penalties for individual or corporate clients, according to the Delegation rule in force.

− Approve the operations of Non Delegated Risks (risks concerning means of communications, public importance, political parties, trade unions or associated companies of the Bank or its members.

− Define and approve the necessary strategies, manuals, policies, practices and procedures to identify, evaluate, measure and handle the risks to which the entity is exposed to (credit, market, structure, liquidity, operational risks, among others).

− Approve credit policies, rating tools and new campaigns of pre approved items or massive campaigns). − Approve the limits of Asset Allocation, PLP´s and stress tests.

− Approve the delegation of powers (the amounts of delegations shall be determined and updated by the Committee, as well as the publication in the rule governing them for further ratification by the members of the Board of Directors). − Approve the proceedings for the sale of portfolios and the results arising thereof, and the realization of assets seeking

to protect the credit.

2) Local Operations Technical Committee

This Committee consists of the Risks Director, Validations and Internal Audit Manager, Retail Risk Manager, Corporate and Wholesale Risks Manager (permanent participants); Financial and Reporting Risks Manager, Recoveries Manager , (optional participants or for specific matters); Responsible for Global Management and Technical Office, Responsible for the area which shall deal with the issue to be discussed and speaker (Specific Participants)

This Committee analyses operations for a maximum amount of US$ 40 million and its main functions are: − To approve any operation and financial programs arising from clients and economic groups.

− To approve additional periods, short term renewals, and changes of operations and short term financial programs, and changes of operations and short term financial programs of clients or economic groups exceeding the powers of the Wholesale Credit Risk Committee.

− To approve refinancing, cancellations and penalties for individual or corporate clients.

The main functions of this committee are: − to define the organization chart.

− to approve promotions at management level.

− to establish the guidelines for the Human Resources Policies − to establish salaries and incentives criteria.

− to validate skills assessments and positions. − to evaluate staff benefits.

− to set career and training plans.  Corporate Assurance Committee

As of December 31, 2014, the Corporate Assurance Committee consists of the Executive Director as Chairman, Members of the Management Committee as Permanent Participants and the Secretary of the Committee, which is the Audit Director.

The main functions of this committee are:

− Promote and ensure the effectiveness of the control model and the necessary culture of transparency and self-criticism.

− Ensure the implementation and maintenance of the Corporate Assurance model within the BBVA Group entities. − Prioritize control weaknesses identified by the expert areas and the Internal Audit Bureau regarding adequacy,

appropriateness and timeliness of the proposed remedial actions.

− Ensure that experts activities are carried out with self-criticism and transparently.

− Understand, evaluate, and assign responsibilities for managing risks that are submitted for consideration. − Give timely follow up on agreed action plans to mitigate risks.

− Communicate to specialists and Business Units all decisions.

− Promote awareness of the Operational Risk Model , as well as the dissemination of Corporate Policies governing the matter.

− Solve and take decisions regarding the operational risk, required by its materiality or importance.

− Ensure the implementation of the Operational Risk Model and facilitate proper management for operational risks related to the BBVA Francés business.

− Supervise the proper implementation of tools and model methodology.

− Deal with any matter that enhances the quality and reliability of BBVA Francés internal controls and its affiliated companies.

Also in compliance with resolutions of the Central Bank or other controlling bodies, the Bank has appointed different offices responsible for specific subjects, as detailed below:

− Responsible for Foreign Exchange Positions (Communication “A” 4246 BCRA) Main Officer Responsible: Mr. Manuel Mansilla

Alternate Officer Responsible: Mr. Gustavo Viturro

− Responsible for Foreign Exchange Control (Communication “A” 4246 BCRA) Main Officer Responsible: Mr. Gustavo Jorge Andrés

Alternate Officer Responsible: Mr. José Luis Frete

− Responsible for costumer services in compliance with Communication “A” 5388 of BCRA. Main Responsible: José Roberto Adragna

Alternate Responsible: Malvina Bersabe Celis

− Responsible for the Liquidity Policy (Communication “A” 2879 BCRA): Mr. Diego Cesarini

− Responsible for Information Systems (Communication “A” 2593 BCRA) Main Officer Responsible: Mr. Ignacio Sanz y Arcelus

Alternate Officer Responsible: Mr. Martín Ezequiel Zarich − Responsible for Market Relations (Law 26.831)

Main Officer Responsible: Ignacio Sanz y Arcelus

Alternate Officers Responsible: Mr. Martín Ezequiel Zarich, Mr. Adrián Bresssani

− Compliance Officer on Money Laundering Prevention (Communication “A” 5004 BCRA): Mr. Mario Luis Vicens

− Security Responsible for Financial Entities (Communications “A” 5120 and 5132) Main: José Manuel Cantero Criado

Alterante: Sandro Marcelo Agoglia C. Employees

The following table shows the breakdown of our full-time payroll employees as of December 31, 2014, 2013 and 2012:

December 31, 2014 (1) 2013 (1) 2012 (1)

Main office 2,551 2,426 2,393

Branches 2,886 2,796 2,753

Total 5,437 5,222 5,146

(1) Excludes 11, 11 and 12 employees from non-banking subsidiaries as of December 31, 2014, 2013 and 2012, respectively.

Our employees are represented by a national bank union with optional membership. As of December 31, 2014, 1,779 employees were unionized. The union negotiates a collective bargaining agreement to establish minimum salaries for all of its members. We have not experienced any conflicts with the union for over 20 years and we consider relations with our employees to be satisfactory.

We have a personnel Training and Development Department, which is in charge of the training of all of the Bank’s employees. This includes in-house training courses and seminars in all the areas: Operations, Technology and Business (Branches, Corporate Banking). We provide bonuses to individual employees throughout the bank on a discretionary basis, taking into consideration individual merit and overall profit levels. We do not have a formal profit-sharing plan.