RepoRt on - BNP Paribas

compensation
— the board of directors duly noted, on
25 january 2009 and on 27 march
2009 respectively, the decision by the
corporate officers to waive their entitlement
to any variable remuneration
for 2008 and to any grant of stock options
in 2009. it approved of their decision,
taken upon the redemption of
the non-voting shares subscribed by
société de Prise de Participation de
l’État, to maintain the commitments
made to the french authorities in the
scope of the french plan to support
the economy, as regards the compensation
and grant of stock options
to corporate officers.
— u p o n t h e p r o p o s a l o f t h e
compensation committee and following
discussion by the board, the
board defined the methods of determination
of the variable component
of compensation of corporate officers
for 2009 (1) . the board’s decision
was made public after having been
presented to the annual general
meeting of shareholders. neither the
chairman, nor the chief executive
officer was involved in the preparation
of the decisions concerning
their compensation, nor did they
take part in the board’s vote on decisions
setting their compensation. the
board also increased the fixed salary
of jean-laurent bonnafé, chief
operating officer, to reflect the operational
nature and scope of his responsibilities
following the acquisition
of fortis bank. this decision was also
made public.
— b a sed on a repor t from the
compensation committee, the
board noted the compensation
determined by the chief executive
officer for members of the executive
committee other than corporate officers
determined for 2008.
— the board of directors approved of
the principles of the compensation
policy of bnP Paribas, as well as the
main methods of application for market
professionals.
— the board determined the compensation
of non-voting directors in
accordance with article 19 of the
articles of association.
(1) AFEP-MEdEF Corporate Governance Code (point 20).
global share-based
incentive plan
— acting on a recommendation from
the compensation committee, the
board adopted the group’s global
share-based incentive Plan for 2009.
this plan involves 2,376,600 stock
subscription options (representing
0.26% of the share capital) and
638,255 bonus shares (representing
0.07% of the share capital) subject to
performance conditions. it concerns
4,022 beneficiaries whose level of
responsibility, contribution to results
or professional potential make them
key players in group strategy as well
as in the group’s development and
profitability. the board approved of
the rules and the terms and conditions
of this plan.
share issue reserved
for employees
the board approved the terms and conditions
of a new share issue reserved for
employees.
110 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
corporate
officers
A note to the financial
statements included
in the Registration document
deals specifically with
the compensation and
benefits of corporate officers.
this note also contains
information on the pension
plans applicable to corporate
officers as well as the
corresponding provisions
for pension obligations.
it features a standardised
presentation of all information
in connection with
compensation and benefits
granted to corporate officers.
this note has been prepared
in accordance with
Afep-medef’s corporate
governance code and with
the Amf’s recommendations.