RepoRt on - BNP Paribas

membership
of the bnp paribas board
of directors (1)
— following the annual general
meeting on 13 may 2009, the board
of directors had fourteen directors, of
which twelve were elected by shareholders
(eight men and four women)
and two by employees.
— upon the proposal of the corporate
governance and nominations
committee, the board of directors
appointed two non-voting directors
on 4 november 2009. board membership
details are provided in section
2.1. of the registration document.
independence
of directors (2)
— following a review of the directors’
personal circumstances carried out
by the corporate governance and
nominations committee, the board
considered that the following eight
directors qualify as independent
directors pursuant to the afeP-medef
corporate governance code:
claude bébéar, suzanne berger,
françois grappotte, denis Kessler,
jean-françois lepetit, laurence
Parisot, Hélène Ploix and daniela
weber-rey. based on its assessment
of louis schweitzer before proposing
his re-election to the annual general
meeting of 15 may 2007, the board
did not consider that the criterion
concerning the loss of independence
of a director who has served for more
than twelve years to be relevant to
the person of louis schweitzer. this
assessment, made in accordance
with the provisions of the afeP-medef
corporate governance code (point
8.3), remains unchanged.
— more than one half of the directors
qualify as independent under the
afeP-medef corporate governance
code (point 8.2).
— three of the directors elected by
the shareholders, michel Pébereau,
chairman of the board, baudouin
Prot, chief executive officer, and
jean-louis beffa, were considered not
to meet the afeP-medef corporate
governance code’s criterion defining
an independent director.
— the two employee representatives
on the board, Patrick auguste
and jean-marie gianno, do not
102 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
qualify as independent directors
under the afeP-medef corporate
governance code despite their status
and the method by which they
were elected, which safeguards their
independence.
— the bnP Paribas directors declared
- as part of the implementation of
international accounting standards
ias 24 — that they do not benefit
from any financial arrangement
with bnP Paribas sa or any group
company other than at arm’s length
conditions.
— the “code of ethics applicable to
directors” section of the board of
directors’ internal rules sets out
the rules of conduct applicable to
directors, and is intended to promote
the independence and responsibility
of directors and non-voting directors in
discharging their duties (cf. “corporate
governance” below).
the following table presents the situation of each director with regard to the independence criteria set forth in the afeP-medef
corporate governance code:
1st 2nd 3rd 4th 5th 6th 7th
criterion criterion criterion criterion criterion criterion criterion
M. Pébereau x o o o o x o
P. Auguste x o o o o x o
C. Bébéar o o o o o o o
J.L. Beffa o x o o o x o
S. Berger o o o o o o o
J.M. Gianno x o o o o o o
F. Grappotte o o o o o o o
d. Kessler o o o o o o o
J.F. Lepetit o o o o o o o
L. Parisot o o o o o o o
H. Ploix o o o o o o o
B. Prot x o o o o o o
L. Schweitzer o o o o o x (*) o
d. Weber-Rey
Key:
o o o o o o o
“o”: compliance with independence criterion defined in the AFEP-MEdEF Code.
“x”: non-compliance with an independence criterion defined in the AFEP-MEdEF Code.
1st criterion: Not an employee or corporate officer of the corporation within the previous five years.
2nd criterion: No issue of corporate offices held in another corporation.
3rd criterion: No material business relationships.
4th criterion: No family ties to a corporate officer.
5th criterion: Not an auditor of the corporation within the previous five years.
6th criterion: Not a director of the corporation for more than twelve years.
7th criterion: No issue related to control by a major shareholder (10% of capital or voting rights).
(*) Refer to previous comment in Section 1 – “Membership of the BNP Paribas Board of directors”.
(1) AFEP-MEdEF Corporate Governance Code (points 6 and 7).
(2) AFEP-MEdEF Corporate Governance Code (point 8).