RepoRt on - BNP Paribas

separation of the functions
of chairman and chief
executive officer (1)
— at the annual general meeting held
on 14 may 2003, the chairman announced
the board’s intention to
separate the functions of chairman
and chief executive officer within
bnP Paribas. this decision brought
the group into line with corporate
governance best practice, while at
the same time ensuring a smooth
and transparent handover of the
chief executive role.
— the chairman organises and directs
the work of the board, and ensures
that the corporate decision-making
bodies of bnP Paribas operate effectively.
working closely with executive
management, he contributes to developing
the group’s relationships
with its major clients and with the
national and international financial
and monetary authorities. He has no
executive responsibilities.
— the chief executive officer has the
broadest powers to act in the bank’s
name in all circumstances (cf. below
“limitation of the powers of the chief
executive officer”). He has authority
over the entire group. He is also responsible
for internal control systems
and procedures, and for all the statutory
information in the report on internal
control.
the board of directors
and Annual general
meeting (2)
— the articles of association define
the participation by shareholders at
annual general meeting. a summary
of these rules, as well as the report on
the organisation and holding of the
annual general meeting on 13 may
2009 are provided in the “bnP Paribas
and its shareholders” section of the
registration document and annual
financial report.
— based on proposals submitted by the
board of directors, the annual general
meeting of 13 may 2009 re-elected
claude bébéar, jean-louis beffa,
denis Kessler, laurence Parisot
and michel Pébereau as directors.
fourteen directors attended this
meeting.
(1) AFEP-MEdEF Corporate Governance Code (point 3).
(2) AFEP-MEdEF Corporate Governance Code (point 5).
pursuant to the internal rules, the Chairman
“monitors relations with shareholders,
in close cooperation with the work of
Executive Management in this area, to
guarantee that these relations remain
of a high quality.
He ensures that principles of Corporate
Governance are defined and implemented
at the highest levels.
He oversees the smooth running of
BNP Paribas’ management bodies.
With the help of the Corporate
Governa nce a nd Nominations
Committee, and subject to approval
by the Board and by the Annual
General Meeting, he endeavours
to build an effective and balanced
Board, and to manage replacement
and succession processes that concern
the Board and the nominations
within its remit.
He organises the work of the Board of
Directors. He sets the timetable and
agenda of Board meetings and calls
them.
He ensures that the work of the Board
is well organised, in a manner conducive
to constructive discussion and
decision-making. He facilitates the
work of the Board and coordinates its
activities with those of the specialised
Committees.
He sees to it that the Board devotes
an appropriate amount of time to issues
relating to the future of the Bank,
particularly its strategy.
He ensures that Directors from outside
the Bank get to know the Management
team thoroughly.
He ensures that he maintains a
close relationship based on trust
with the Chief Executive officer, to
whom he provides help and advice
while respecting his executive
responsibilities.
The Chairman directs the work of the
Board, to give it the means of exercising
all the responsibilities which fall
within its remit.
101 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
He ensures that the Board is provided
in a timely fashion with the information
it needs to carry out its duties and that
this information is clearly and appropriately
presented.
The Chairman is regularly informed
by the Chief Executive officer and
other members of the Executive
Management team of significant
events and situations in the life of the
Group, particularly those relating to
strategy, organisation, investment
or disinvestment projects, financial
transactions, risks or the financial
statements.
The Chief Executive officer provides
the Chairman with all information required
under French law regarding
the internal control report.
The Chairman may ask the Chief
Executive officer for any information
that may help the Board and its
Committees fulfil their duties.
He may interview the statutory Auditors
in order to prepare the work of the
Board and the Financial statements
Committee.
He ensures that the Directors are in
a position to fulfil their duties, and in
particular that they have the information
they need to take part in the
work of the Board, and that they can
count on appropriate cooperation
from the Bank’s management in conducting
the activities of the specialised
Committees. He also ensures that
directors participate effectively in the
work of the Board, with satisfactory attendance,
competence and loyalty.
He reports, in a document submitted
alongside the management report,
on the preparation and organisation
of the work of the Board, as well as on
the Bank’s internal control procedures
and any limits the Board may have decided
to place on the Chief Executive
officer’s authority.”