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

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

• report of the Chairman / corporate governance at BNp paribas

• Based on proposals submitted by the Chief

Executive Officer, the Board draws up the

BNP Paribas business strategy (1) and monitors

its implementation. It examines any and

all issues related to the efficient running of the

business, and makes any and all business

decisions.

• It may decide to either combine or separate

the functions of Chairman and Chief Executive

Officer (2) . It appoints corporate officers. It proposes

the appointment of directors for threeyear

terms. It may decide to limit the powers

of the Chief Executive Officer. It approves the

draft of the Chairman’s report presented along

with the management report.

The Board or one or more of its directors or

Committees, or a specific Committee authorised

by the Board, may perform any or all

controls and verifications that it considers

appropriate, supervise the management of

the business and the fairness of its accounts,

review and approve the financial statements

and ensure that the information disclosed to

shareholders and financial markets is of a high

quality (3) .

(1) AFEP-MEDEF 2003 (1.2).

(2) AFEP-MEDEF 2003 (1.2) et (1.3).

(3) AFEP-MEDEF 2003 (1.2).

(4) AFEP-MEDEF 2003 (3).

Separation of the functions of

Chairman and Chief Executive Officer

• At the Annual General Meeting held on

14 May 2003 (4) , the Chairman announced

the Board’s intention to separate the functions

of Chairman and Chief Executive Officer

within BNP Paribas. This decision brought

the Group into line with corporate governance

best practice, while at the same time ensuring

a smooth and transparent handover of the

Chief Executive role.

The Chairman organises and directs the work

of the Board, and ensures that the corporate

decision-making bodies of BNP Paribas operate

effectively. Working closely with Executive

Management, he is competent to represent the

Group in high-level dealings with, for example,

major clients and government authorities both

domestically and internationally. He has no

executive responsibilities.

The Chief Executive Officer has the broadest

powers to act in the Bank’s name under all

circumstances (see Limitation of the powers

of the Chief Executive Officer). He has authority

over the entire Group, including heads of

core businesses, business lines, territories

and Group functions. He is also responsible

for Internal Control systems and procedures,

and for all the statutory information in the

report on Internal Control.

141

CORPORATE GOvERNANCE

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