RepoRt on - BNP Paribas

corporate
governance
and
nominations
committee (1)
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
commit tee are claude bébéar
(chairman), laurence Parisot and
daniela weber-rey. all of its members
qualify as independent directors, and
each member is versed in corporate
governance issues and has a proven
track record in the management of major
international corporations.
no members of the bank’s executive
management sit on the committee. the
committee shall include the chairman
of the board of directors in its work on
seeking out and selecting new directors
or non-voting directors and on the replacement
of corporate officers (2) (3) .
its terms of reference are defined by the
internal rules (see inset below).
in 2009, the committee met three times
with an attendance rate of 89%.
organisation and
performance of the board
and of the specialised
committees - Assessing
the performance
of the directors
— the committee prepared the assessment
by the board of directors of the
performance of the board and of its
specialised committees. it ensured
that a summary of the assessments
made by directors was submitted to
them for review before being presented
the report by the committee’s
chairman.
— it took due note of the implementation,
in 2009, of improvements recommended
by the board in its assessment
for 2008.
— the committee assessed the contribution
of each of the directors based
on the diversity of their experience
and personality. it discussed the respective
contribution made by them
to the work of the board and to its
discussions.
(1) AFEP-MEdEF Corporate Governance Code (point 15).
(2) AFEP-MEdEF Corporate Governance Code (point 15.1).
(3) AFEP-MEdEF Corporate Governance Code (point 15.2).
excerpt from the internal Rules
of the board of directors:
the corporate governance
and nominations committee
“The Committee is tasked with
monitoring Corporate Governance
issues. Its role is to help the Board of
Directors to adapt corporate governance
practices within BNP Paribas
and to assess the performance of
Board members.”
“It tracks developments in Corporate
Governance at both global and
domestic levels.”
“It regularly assesses the performance
of the Board using either its
own resources or any other internal
or external procedure that it deems
appropriate.
It examines the draft report of
the Chairman of the Board on
Corporate Governance and all
other documents required by applicable
laws and regulations.”
“The Committee puts forward recommendations
for the post of
Chairman of the Board for consideration
by the Board of Directors.
Acting jointly with the Chairman
of the Board, the Committee puts
forward recommendations for the
post of Chief Executive officer for
consideration by the Board, and
acting on the recommendation of
the Chief Executive officer, it puts
forward candidates for the posts of
Chief operating officers.
The Committee assesses the performance
of the Chairman, in his
absence. It also assesses the performances
of the Chief Executive
officer and Chief operating
officers, in the absence of the parties
in question.
It is also responsible for developing
plans for the succession of corporate
officers.
It makes recommendations to the
Board of Directors on the appointment
of Committee Chairmen and
Committee members.
It is also tasked with assessing the
independence of the Directors and
reporting its findings to the Board of
Directors. The Committee shall examine,
if need be, situations arising
should a Director be repeatedly
absent from meetings.”
116 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
— to replace alain joly, it proposed
to the board of directors to appoint
claude bébéar as chairman and
daniela weber-rey as member of
the corporate governance and
nominations committee. it also
proposed appointing denis Kessler
as chairman and member of the
compensation committee.
— acting upon the proposal of the
chairman of the board of directors,
it examined the candidatures presented
by the belgian government
to the posts of non-voting directors
and recommended that the board
appoint emiel van broekhoven and
michel tilmant.
— the committee approved of the
changes made to the internal
rules following the detailed analyses
carried out by the three other
committees on possible changes to
be made to the organisation of the
work of the board in the wake of the
new provisions of the crbf regulation
97-02 on internal control.
evaluation
of corporate officers
— the board carried out a performance
review, outside his presence, of the
chairman of the board of directors.
— it also assessed the performances of
the chief executive officer and chief
operating officers, without them being
present.
— the performance reviews of corporate
officers are made in view of
the foresight, decision-making and
leadership skills shown by the officer
in implementing the group’s strategy
and preparing its future.
Report by the chairman
the committee reviewed the section
of the chairman’s draft report on
corporate governance and recommended
its approval by the board of
directors.