RepoRt on - BNP Paribas

extracts from the board of directors’ internal Rules: the financial statements committee
“The Committee shall hold at least four
meetings per year.
Membership
At least two-thirds of the members of the
Financial statements Committee shall
qualify as independent Directors based
on the definition used by the Board in
accordance with French Corporate
Governance guidelines.
No members of the Bank’s Executive
Management shall sit on the Committee.
Terms of Reference
The Committee is tasked with analysing
the quarterly, half-yearly and annual
financial statements issued by the Bank
and obtaining further explanations of
certain items prior to presentation of
the financial statements to the Board
of Directors.
The Committee shall examine all matters
related to the financial statements,
including the choices of accounting
principles and policies, provisions,
management accounting data, capital
adequacy requirements, profitability
indicators, and all other accounting
matters that raise methodological issues
or give rise to potential risks.
The Committee shall analyse at least
two times a year the summary of the operations
and the results of the accounting
and financial internal control based
on the information communicated to it
by Executive Management. It shall be
informed of incidents revealed by the
accounting and financial internal control,
reported on the basis of the thresholds
and criteria defined by the Board
of Directors and report its findings to the
Board of Directors.
It is informed by the Chairman of the
Board of Directors of any possible failure
to implement corrective measures
decided in the scope of the accounting
and financial internal control, that is
brought to his direct knowledge by the
Head of Periodic Control and reports on
its findings to the Board of Directors.
Relations with the Group’s Statutory
Auditors
The Committee shall steer the procedure
for selection of the statutory Auditors,
express an opinion on the amount of
fees charged for conducting the statutory
auditing engagements and report
to the Board on the outcome of this selection
process.
It shall review the statutory Auditors’
audit plan, together with the Auditors’
recommendations and the implementation
of these recommendations.
It shall be notified on a yearly basis of
the amount and breakdown of the fees
paid by the BNP Paribas Group to the
statutory Auditors and the networks to
which they belong, calculated using a
model approved by the Committee. It
shall ensure that the portion of the audit
firms’ revenues that BNP Paribas represents
is not likely to compromise the
statutory Auditors’ independence.
Its prior approval shall be required for
any engagement entailing total fees
of over EUR 1 million (before tax). The
Committee shall approve on an ex
post basis all other engagements,
based on submissions from the Group
Finance-Development Department.
The Committee shall validatethe Group
Finance-Development Department’s
fast-track approval and control procedure
for all “non-audit” engagements
entailing fees of over EUR 50,000.
The Committee shall receive on a
yearly basis from the Group Finance-
Development Department a report
on all “non-audit” engagements carried
out by the networks to which the
Group’s statutory Auditors belong.
Each statutory Auditor shall report on
a yearly basis to the Committee on its
internal control mechanism for guaranteeing
its independence, and shall
provide a written statement of its independence
in auditing the Group.
At least twice a year, the Committee
shall devote part of a meeting to a
discussion with the team of statutory
Auditors, without any member of
Ex e c u t i ve M a n a g e m e nt b e i n g
present.
The statutory Auditors shall attend the
Committee meetings devoted to the review
of quarterly, half-yearly and annual
financial statements.
However, the statutory Auditors shall not
attend all or part of Committee meetings
dealing with their fees or their reappointment.
113 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
The statutory Auditors shall not attend
all or part of Committee meetings dealing
with specific issues that concern a
member of their staff.
Barring exceptional circumstances,
the files containing the quarterly, halfyearly
and annual results and financial
statements shall be sent to Committee
members at the latest on the Friday or
saturday morning preceding Committee
meetings scheduled for the following
Monday or Tuesday.
Where questions of interpretation of
accounting principles arise in connection
with the publication of quarterly,
half-yearly and annual results, and involve
choices with a material impact,
the statutory Auditors and the Group
Finance-Development Department shall
submit, on a quarterly basis, a memorandum
to the Committee analysing the
nature and significance of the issues at
play, presenting the pros and cons of
the various possible solutions and explaining
the rationale for the choices
ultimately made.
Report of the Chairman
The Committee shall review the draft
report of the Chairman of the Board on
internal control procedures relating to
the preparation and processing of accounting
and financial information.
Interviews
With regard to all issues within its purview,
the Committee may, as it sees fit, and
without any other member of Executive
Management being present if it deems
this appropriate, interview the Heads
of Group Finance and Accounting,
as well as the Head of Asset/Liability
Management.
The Committee may request an interview
with the Head of Group Finance-
Development with regard to any issue
within its purview for which it may be
liable, or the Bank’s management may
be liable, or that could compromise the
quality of financial and accounting information
disclosed by the Bank.”