RepoRt on - BNP Paribas

excerpt from internal Rules: code of ethics applicable to directors (1)
“Directors shall interact effectively with
others in the workplace and respect
their opinions, and shall express themselves
freely on subjects debated in
Board meetings, even in the face of
opposition.
They shall have a strong sense of responsibility
towards shareholders and other
stakeholders.
They shall show a high level of personal
integrity during the term of their office,
and respect the rules related to their
responsibilities.
In the event of a significant change in
the functions or positions held, Directors
agree to allow the Board to decide
whether or not it is appropriate for
them to continue to serve as Directors
of BNP Paribas.
All Directors are required to comply with
legal obligations and the stock market
recommendations and regulations
related to information that concerns
Directors personally.
The Director of American nationality
must choose not to participate in certain
Board discussions in view of the
regulatory obligations pertaining to his
or her nationality.
The legislation banning insider trading
applies to Directors both in a personal
capacity and when exercising responsibilities
within companies that hold
shares in BNP Paribas.
Remuneration
of directors (2)
directors who are not group employees
receive no form of compensation other
than directors’ fees (3) .
— the amount of fees payable to each
director individually has remained
unchanged since 2005, at eur 29,728,
including eur 14,864 — 50% of the
total — as the fixed portion and eur
1,061.71 per meeting. the chairman
of the board of directors does not,
however, receive any additional fees
under this rule. to take into account
the additional constraints they face,
board members who live outside
Directors are also advised to purchase
or sell BNP Paribas shares only within the
six-week period following the publication
of the quarterly and annual accounts,
or of any press release concerning
business performance. However, if they
have access to privileged information
that would make them insiders under
stock exchange rules, no BNP Paribas
shares may be purchased or sold during
this six-week period.
Directors must not disclose any information
that is not publicly available to any
third party, including the managers of
BNP Paribas shares.
If a Director has any questions related
to ethics and compliance, he or she
can consult the Head of the Group
Compliance and Permanent Control
Function.
Directors shall 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.
Directors who deem that they are no
longer able to effectively carry out
their responsibilities on the Board or
Committees of which they are a member
should step down.
Any Director or any other person who
is called upon to attend meetings of
the Board and the Committees of the
Board is required to treat all matters
france are paid 1.5 times the fixed
portion of directors’ fees.
— the amount of fees payable to the
members of the board’s committees
has also remained unchanged since
2005, at eur 5,946, including eur 2,973
as the fixed portion and eur 495.50
per meeting. the chairmen of the
financial statements committee
and of the internal control, risk
management and compliance
committee are paid a fixed portion of
eur 15,000 and a variable portion of
eur 1,239 per meeting. the chairmen
of the corporate governance and
nominations committee and of the
(1) AFEP-MEdEF Corporate Governance Code (point 17).
(2) AFEP-MEdEF Corporate Governance Code (point 18).
(3) directors members of the Group: Patrick Auguste, Jean-Marie Gianno, Michel Pébereau, Baudouin Prot.
109 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
discussed during the meeting as strictly
confidential.
In particular, Directors or other persons
shall treat as strictly confidential all insider
information as well as information
that may interest competitors or external
parties in connection with “economic
intelligence” and confidential information
described as such by the
Chairman.
In case of failure to comply with this obligation,
the Director or other person may
be exposed to a claim for damages.
Directors shall endeavour to participate
regularly and actively in the meetings of
the Board and the Committees of the
Board and to be present at the Annual
General Meeting of shareholders.”
“In addition to the number of shares
that Directors are required to hold under
the Articles of Association, Directors
elected at the Annual General Meeting
should personally hold BNP Paribas
shares equivalent to at least one year
of Directors’ fees.”
compensation committee respectively
received a fixed portion of
eur 2,973 and a variable portion of
eur 1,239 per meeting.
— based on the foregoing, the board
decided to grant the members of
the board a total appropriation
of eur 532,509 in 2009, down from
eur 523,724 in 2008. the overall
amount of directors’ fees was set at
eur 780,000 by the annual general
meeting on 18 may 2005.