RepoRt on - BNP Paribas

conditions for the
preparation and organisation
of the work of the board
terms of reference
of the board of directors
— the internal rules adopted in 1997 by
the board define the duties of the board
and of its specialised committees; they
are regularly updated to comply with
the legal requirements, regulations and
french corporate governance guidelines
and to keep pace with corporate
governance best practices. they also
contain a code of ethics applicable to
directors.
”The Board of Directors is a collegial
body that collectively represents all
shareholders and acts at all times in the
corporate interests of the Bank.
It is tasked with monitoring its own composition
and effectiveness in advancing the
Bank’s interests and carrying out its duties.
Towards these ends:
Based on proposals submitted by the
Chief Executive officer, it draws up the
BNP Paribas business strategy and monitors
its implementation.
It examines any and all issues related
to the efficient running of the business,
and makes any and all business decisions
within its remit.
It may decide to either combine or
separate the functions of Chairman and
Chief Executive officer.
It appoints corporate officers for threeyear
terms.
— the chairman’s report reproduces, in
the form of citations or excerpts, all of
the provisions of the internal rules dealing
with the composition and operation
of the board, the allocation of work
between executive management and
the decision-making body, the composition,
operation and terms of reference
of specialised committees, as well as
the course of conduct of directors and
non-voting directors (1) .
(1) Upon the proposal of the Chairman, the Board may appoint one or two non-voting directors. Notices of meetings shall
be served to non-voting directors, who shall attend Board meetings in an advisory capacity.
extracts from the board of directors’ internal Rules: terms of reference of the board of directors
It may decide to limit the powers of the
Chief Executive officer.
It approves the draft of the Chairman’s
report presented along with the management
report.
The Board or one or more of its Directors
or Committees, or a specific Committee
authorised by the Board, may:
- perform any or all verifications and
controls that it considers necessary pursuant
to the applicable legislation;
- supervise the management of the business
and the fairness of its accounts;
- review and approve the financial
statements; and
- ensure that the financial information
disclosed to the shareholders and the
markets is of high quality.
The Chairman – or the Chief Executive
officer if the functions have been separated
– submits for review by the Board,
100 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
at least once a year, drafts of the budget,
of the management report and of
the various reports required under applicable
laws and regulations.
The Chief Executive officer is required
to submit to the Board for prior approval
any investment or disinvestment decision
(excluding portfolio transactions) of
more than EUR 250 million, and any proposed
acquisition or divestment of equity
interests of more than EUR 250 million.
The Chief Executive officer also regularly
informs the Board of material transactions
which fall below the EUR 250 million
threshold.
Any material strategic operation which
lies outside the approved business strategy
must be submitted to the Board for
prior approval.”