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

The Board of Directors

and Annual General Meetings

The organisation and running of Annual General

Meetings are described in the “Shareholder

information” section of the Registration document

(1) .

• At the Annual General Meeting of 23 May

2006, the Chairman pointed out that nearly the

entire membership of the Board of Directors

was in attendance, with only one exception.

Laurence Parisot, whose appointment as a

director was subject to the shareholders’ vote,

was also present.

Membership of the BNP Paribas

Board of Directors

Following the Annual General Meeting of 23 May

2006 and the elections held on 21 February and

7 March 2006 by which the directors appointed

by employees were chosen, the Board of

Directors had fifteen members, thirteen elected

by shareholders and two elected by employees.

There were no non-voting directors.

• Following the review of directors’ personal

circumstances carried out by the Corporate

Governance and Nominations Committee,

the Board considers that the following nine

directors qualify as independent under

French corporate governance guidelines:

Gerhard Cromme, François Grappotte, Alain

Joly, Denis Kessler, Jean-François Lepetit,

Laurence Parisot, Hélène Ploix, Loyola de

Palacio (2) and Louis Schweitzer.

(1) AFEP-MEDEF 2003 (5).

(2) Died on 13 December 2006, Loyola de Palacio could not attend the meetings of the Board and the Internal Control

and Risk Management Committee which took place during the last quarter of 2006.

• Four of the directors elected by the shareholders

– Michel Pébereau, non-executive

Chairman of the Board, Baudouin Prot, Chief

Executive Officer, Claude Bébéar and Jean-

Louis Beffa – do not qualify as independent

under the guidelines.

The two employee representatives on the

Board, Patrick Auguste and Jean-Marie

Gianno, do not qualify as independent under

the guidelines, despite their status and the

method by which they were elected, which

safeguards their independence.

142

CORPORATE GOvERNANCE

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