RepoRt on - BNP Paribas

Assessment
of the performance
of the board of directors
in 2009
— for the eighth consecutive year an
assessment of the organisation and
performance of the bnP Paribas
board of directors and of its specialised
committees was carried out (1) .
— the board of directors considered
that the self-evaluation methodology
used in previous years was adequate.
the assessment of the performance
of the board was therefore carried
out on the basis of an anonymous survey
dealing with the organisation of
the board, its conditions of operation
and the main aspects of the board’s
work (strategy, internal control and
risk management, financial management,
compensation) and with
the competence of the members
of the board’s committees, the relevance
of the topics discussed and
the quality of the reports submitted
on their work. the survey contained
thirty-four questions grouped into ten
topics. the directors were invited to
make proposals for improvements on
each of these topics.
the directors expressed a favourable
view of the board’s work. they expressed
particular satisfaction with the clarity of
strategic presentations, the relevance
of the topics discussed and the quality
of the information presented. they
stressed the preciseness of the information
on results as well as the relevance
of the work carried out by the specialised
committees and the quality of their
reports to the board. the directors also
expressed satisfaction with the information
received on risk, in particular liquidity
risk.
the main suggestion for improvement
concerned deepening the analyses
carried out by the board on the group’s
strategy in its new dimension. the board
also suggested that the strategic
thought process on risk should be more
systematically broadened to include risk
to reputation.
(1) AFEP-MEdEF Corporate Governance Code (point 9).
(2) AFEP-MEdEF Corporate Governance Code (points 6 and 8).
(3) AFEP-MEdEF Corporate Governance Code (point 12).
(4) AFEP-MEdEF Corporate Governance Code (points 6 and 15).
(5) AFEP-MEdEF Corporate Governance Code (point 9).
evaluation of directors’
performance – changes
in membership of the
board and of specialised
committees
— based on the report made to the
board by the corporate governance
and nominations committee, on
its review of the situation of each
director in terms of their competencies,
discernment and freedom of
thought and of expression, it considered
that the board’s membership
assured it of the independence and
ability to perform its duties in a satisfactory
manner (2) .
— alain joly’s term having expired at the
end of the annual general meeting
of 13 may 2009, the board of directors
decided not to fill his seat on the
board immediately. after having discussed
the competencies and contribution
to the work of the board and
to its discussions made by claude
bébéar, jean-louis beffa, denis
Kessler, laurence Parisot and michel
Pébereau, the board proposed that
the annual general meeting adopt
the resolutions concerning the
renewal of their term of office for a
period of three years, as part of the
policy implemented to organise the
smooth renewal of directors (3) .
acting on the proposal of the corporate
g ove r n a n c e a n d n o m i n a t i o n s
committee, the board renewed michel
Pébereau in his duties and functions as
chairman of the board of directors. in
replacement of alain joly, the board
appointed claude bébéar as chairman
of the corporate governance and
nominations committee and denis
Kessler as member and chairman of the
compensation committee. it also appointed
daniela weber-rey as a member
of the corporate governance and
nominations committee.
the board appointed emiel van
broekhoven and michel tilmant as nonvoting
directors.
107 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
procedure for selecting
members of the board
of directors (4).
the selection procedure is based on
information and assessments provided
by the members of the corporate
g ove r n a n c e a n d n o m i n a t i o n s
committee and the chairman of the
board, in accordance with the criteria
defined by the committee. this ensures
that successful candidates have
the requisite personal and professional
qualities.
this procedure is also followed by the
board in appointing the two non-voting
directors proposed by the belgian government
following the acquisition of
fortis bank.
Assessment
of bnp paribas
management (5)
the board devoted a part of one of its
meetings to assessing the bank’s management.
without baudouin Prot being
present, it heard the chairman’s
observations concerning leadership by
the executive management and the
managerial performance of the chief
executive officer during the course of
a year marked by the continuing crisis
and by a major acquisition. in the absence
of michel Pébereau, the board of
directors also carried out a performance
review of the chairman of the board of
directors.