RepoRt on - BNP Paribas

compensation
committee (1)
the members of the compensation
c o m m i t t e e a re d e n i s Ke s s l e r
(chairman), jean-louis beffa and
françois grappotte. in line with the
recommendations made by the
afeP-medef corporate governance
code (point 16), two-thirds of its members
are independent directors. all of its
members have experience in the field
of compensation systems and market
practices in this field.
no members of the bank’s executive
management sit on the committee.
the chairman of the board of directors
is not a member of the committee, but
is invited to take part in its deliberations,
except those which concern him personally
(2) .
the committee interviews the Head of
group Human resources.
according to the internal rules, the
compensation committee “is tasked
with addressing all issues related to the
personal status of corporate officers, including
compensation, pension benefits,
and provisions governing the departure
of members of the Bank’s corporate
decision-making or representative bodies.
It examines the conditions, amount
and allocation of stock subscription
or purchase option plans. similarly, it
examines the conditions of bonus share
grants. It prepares the work of the Board
based on the principles of the Group’s
compensation policy, in particular as
regards market professionals, in accordance
with the applicable laws and
regulations.”
the committee proposes the basis of
calculation of directors’ fees to the
board and submits the amounts thus
granted to each director for approval
by the board, within the overall limits
set by the annual general meeting of
shareholders.
in 2009, the board met six times with an
attendance rate of 94%.
— the committee reviewed all measures
taken in terms of the compensation of
corporate officers and ensured their
compliance with the afeP-medef
corporate governance code.
— it determined, on an indicative basis,
the amounts of the variable compensation
that were not paid to corporate
officers for 2008. it proposed that the
board of directors approve an increase
in the fixed salary of jean-laurent
bonnafé in view of his extended
responsibilities following the merger
with fortis bank.
— it submitted its recommendations to the
board of directors concerning the basis
for determining variable compensation
for corporate officers for 2009.
— the committee reviewed and proposed
that the board of directors
approve the features and payments
made under the 2009 global sharebased
incentive Plan. it was informed
of the decision by corporate officers
not to receive stock options under that
plan. it approved of the introduction
of a performance condition in the provisions
relating to bonus share grants.
it carried out a preliminary review of
the features of the 2010 global sharebased
incentive Plan.
— the committee proposed that the
board of directors approve the table
of allocation of directors’ fees for 2009
as well as the compensation of the two
non-voting directors (3) .
— the committee was informed of
the compensation determined by the
chief executive officer for 2008 for the
members of the executive committee
(excluding corporate officers).
(1) AFEP-MEdEF Corporate Governance Code (point 16).
(2) AFEP-MEdEF Corporate Governance Code (point 16-2).
(3) In accordance with the AFEP-MEdEF Corporate Governance Code, the table of directors’ fees paid
to directors is featured in the note to the financial statements referred to above.
117 <strong>RepoRt</strong> on CoRpoRate SoCial and enviRonmental ReSponSibility
compensation
guidelines
— the committee was informed, at
its first meeting of the year, of the
guidelines adopted by bnP Paribas
for its compensation policy in market
operations.
— it was briefed on international,
european and french documents in
connection with governance and
variable compensation of capital
market professionals. on that basis, it
proposed that the board of directors
set the compensation guidelines
of bnP Paribas. it ascertained that
the presence within the board
of françois grappotte and denis
Kessler, respectively chairman of the
internal control, risk management
and compliance committee and
member of the financial statements
committee facilitated the work of the
board as regards the match between
the bnP Paribas compensation policy
and its risk policy.