RepoRt on - BNP Paribas

strategy
the board of directors formulates
bnP Paribas’ strategy and overall business
objectives based on proposals
submitted by executive management,
the key elements of which are presented
following a documented in-house
process.
it examines and decides on strategic
operations in accordance with its
internal rules (1) .
it oversees the implementation of the
objectives it has approved, particularly
in the course of discussions on the financial
statements and on the budget.
the board is also kept regularly informed
of the group’s cash position and ongoing
commitments (1) .
in 2009, as in 2008, the board spent considerable
time analysing the effects of
the financial crisis.
the board reviewed the implementation
of the steps and adaptations presented
to it by executive management,
in particular in the field of capital management,
liquidity and of risk control.
it reviewed measures implemented in
the corporate and investment banking
business it had approved at the end of
2008 due to the very unfavourable market
conditions.
— on 25 january 2009, the board
approved of the plan to have
bnP Paribas participate in the second
tier of the french plan to support
the economy. on 25 september
2009, it approved of a capital increase
in view of the redemption of
the non-voting shares subscribed on
31 march 2009 by société de Prise de
Participation de l’État.
— the board was briefed several times
and approved the project to acquire
control of fortis bank and well
as the strategic partnership with fortis
assurance belgique. it examined and
approved the industrial and integration
plan prepared following the
merger between bnP Paribas, fortis
bank and bgl as well as the adjustments
to the scope of consolidation
aimed at improving risk control, optimising
liquidity management and
pursuing integration synergies.
(1) AFEP-MEdEF Corporate Governance Code (point 4).
(2) AFEP-MEdEF Corporate Governance Code (point 2).
— the board was not called upon to
deliberate on any strategic operation
that was not in line with approved
strategic objectives and would as
such have required its prior approval
in accordance with the internal rules.
it regularly reviewed the negotiations
of investment projects that it had previously
discussed; in particular it approved
of the project by bnP Paribas
Personal finance to acquire control
over findomestic.
— as in previous years, the board met in
a strategy seminar dedicated to the
group’s development model and to
the proposed priorities for each of its
business lines. in particular, it examined
the performance and prospects
of the operational entities in the retail
banking business.
— the board was briefed several times
on the findings of comparative
studies on the performance of its
business lines with those of its main
competitors.
— it deliberated concerning ethical
guidelines as well as on the security
and competitive stakes of the group’s
Human resources policy.
104 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
internal
control,
risk management
and
compliance
as early as 1994, the board of directors
decided to set up an internal control
and risk management committee
separate from the financial statements
committee, thus splitting the work
normally carried out by the audit
committee. in 2007, the board extended
the remit of the internal control and risk
management committee to include all
matters relating to compliance policy
that may impact on reputation risk and
professional ethics. the internal control,
risk management and compliance
committee acts independently and on
a complementary basis to the financial
statements committee which oversees
matters in connection with the preparation
and control accounting and financial
information. in 2009, the board
decided that these two committees
should henceforth hold a joint meeting
twice a year in order to discuss common
matters affecting both risk management
policy and the provisions to
be set aside in the books of bnP Paribas,
review the general inspection unit’s
terms of reference and the audit plan
of the statutory auditors, and prepare
the work of the board in assessing risk
management policies and management
tools.
in 2009, the financial statements
committee and the internal control,
risk management and compliance
committee met together or separately
eleven times. the membership of these
two committees and the work that
they carry out in their respective fields
are designed to meet the regulatory
requirements in the banking and prudential
fields. these include both the
measures imposed by external regulators
and bnP Paribas’ own requirements
regarding the quality of its internal control
processes and risk management
policy (2) .