Banken for en verden i endring The bank for a ... - BNP Paribas

Banken for en verden i endring The bank for a ... - BNP Paribas

• report of the Chairman

Corporate governance at BNP Paribas

The following information has been prepared in

accordance with article L. 225-37, paragraph 6

of the French Commercial Code.

It makes reference to article 221-8 of the

General Regulation of AMF, the French Financial

Markets Authority, (hereafter “AMF GR”) and,

if appropriate, to Appendix 1 of European

Commission Regulation No. 809/2004 (hereafter

“EC 809/2004”) as well as to the “Guide to

preparing Registration documents” published

on 27 January 2006 by AMF.

The corporate governance system with

which this document is concerned has been

described in “The Corporate Governance of

Listed Corporations”, published in October

2003 by the French employers’ organisations

AFEP (Association française des entreprises

privées) and MEDEF (Mouvement des entreprises

de France) and hereafter called “AFEP-

MEDEF 2003”.

This report also refers, where appropriate and for

information purposes, to the document entitled

“Enhancing Corporate Governance for Banking

Organisations” published in February 2006 by

the Basel Committee on Banking Supervision

(hereafter “Basel Committee”).





The Internal Rules of the Board

of Directors

The internal rules define and determine conditions

for the preparation and organisation of

the work of the Board (1) . These rules were

adopted in 1997 by the Board of the former

BNP and are regularly updated to comply with

legal requirements, regulations and French

corporate governance guidelines and to keep

pace with corporate governance best practices

recognised as being in the best interests

of both shareholders and the Bank.

(1) In accordance with EC 809/2004 and the AMF “Guide to preparing Registration documents” of 27 January 2006.

(2) Ibid.

(3) Of which “substantial” extracts are provided in the boxed texts (as recommended by the AMF report of 22 January 2007).

(4) AFEP-MEDEF 2003 (1.1 and 5).

The internal rules set out (2) the terms of reference

of the Board of Directors (3) ; they describe

the manner in which meetings are organised

and the procedures for informing directors and

for carrying out the periodic assessment of

the Board’s performance. They describe the

terms of reference of the various Committees

of the Board, their composition, the manner in

which they function and the conditions relating

to the payment of directors’ fees. They

provide guidelines concerning the conduct

expected of a director of BNP Paribas. The

main provisions of the internal rules are provided

for information purposes in the report in

the various sections to which they relate.

• According to the internal rules, the Board of

Directors (4) is a collegial body that collectively

represents all shareholders and acts at all

times in the corporate interests of the Bank. It

is tasked with monitoring its own composition

and effectiveness in advancing the Bank’s

interests and carrying out its duties.



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