RepoRt on - BNP Paribas

compliance with
european commission
regulation (eC)
no. 809/2004
of 29 April 2004
— to the best of the board’s knowledge,
no directors are faced with conflicts
of interest; in any event, the board
of directors’ internal rules, which include
the code of ethics applicable
to directors, require that they “inform
the board of any situation involving
even a potential conflict of interest”
and “abstain from taking part in the
vote on the matter concerned”. to
the best of the board’s knowledge,
there are no family ties between
board members.
— to the best of the board’s knowledge,
none of its members has been convicted
of fraudulent offences “for
at least the previous five years”, nor
was involved in any bankruptcies, receiverships
or liquidations while acting
as a member of administrative,
management or supervisory bodies,
or as chief executive officer, “for at
least the previous five years”.
— to the best of the board’s knowledge,
there have been no “official public
incrimination and/or sanctions” of
members of the board of directors or
of the chief executive officer, none
of whom have been disqualified by
a court from acting in their current
capacity, “for at least the previous
five years”.
— apart from regulated agreements
and commitments, there are no arrangements
or agreements with key
shareholders, clients, suppliers or any
other parties which involve the appointment
of a member of the board
of directors.
(1) AFEP-MEdEF Corporate Governance Code (point 19).
(2) AFEP-MEdEF Corporate Governance Code (point 11).
implementation
of Afep-medef corporate
governance code
for listed companies
on 6 november 2008, the board of
directors confirmed that the recommendations
made by afeP and medef comprise
the corporate governance code
referred to by bnP Paribas on a voluntary
basis. it ensured that the practices
of bnP Paribas complied in all points with
the provisions of that code, most recently
published in december 2008. it carried
out a new review of the provisions concerning
termination of the employment
contract of the chief executive officer
and decided to terminate baudouin
Prot’s employment contract before the
expiry of his term of office, the latter appointment
having been made prior to
6 october 2008 (1) .
reports ascertaining the application
of the provisions of the afeP-medef
corporate governance code as regards
the compensation of corporate
officers are featured in a note to the
consolidated financial statements included
in this registration document.
changes to internal Rules
– Report by the chairman
acting upon the proposal of the
c o r p o r a t e g o v e r n a n c e a n d
nominations committee, the board of
directors approved of several changes
to the internal rules, as consistent
with the provisions of crbf regulation
97-02 and dealing, for the most part,
with the duties and functions of the
financial statements committee, the
compensation committee and of the
internal control, risk management and
compliance committee.
the board approved of this report by
the chairman on the conditions for the
preparation and organisation of the
board’s work and the internal control
procedures implemented by the bank.
108 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
directors’ access
to information
and training (2)
— in accordance with the board’s
internal rules, directors may request
that the chairman of the board or the
chief executive officer provide them
with all documents and information
required to enable them to carry out
their functions, participate effectively
in board meetings and make informed
decisions, provided that such documents
are useful for decision-making
purposes and related to the board’s
authority.
— directors have free access to the reports
of all meetings of the board’s
committees.
— committee meetings also provide opportunities
to update the information
available to directors on specific issues
related to the items on the agenda.
the board is also kept informed of developments
in regulatory guidelines on
corporate governance, in particular
in the banking field. at the last board
meeting in 2009, the members of the
board were briefed on the periods in
2010 during which they are authorised
to trade in bnP Paribas shares, barring
exceptional circumstances.
— when directors take up their appointment,
they are provided with written
documentation describing the group,
its profile and organisation, its most
recent financial statements and a
series of pointers on the information
available from the group’s websites.
the board’s support staff provides
the new director with a copy of the
internal rules and organises a number
of working meetings between the
new directors and managers of group
functional and operating units that
are of interest to the new directors in
light of their functions and personal
priorities. the foregoing also applies
when non-voting directors take up
their appointment.