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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

Independence of directors

The independence of directors is measured

against the definition given by the AFEP-

MEDEF document of October 2003: “A director

is independent when he or she has no

relationship of any kind whatsoever with the

corporation, its group or the management

of either that is such as to colour his or her

judgment.”

• Except for some of the directors who are

BNP Paribas employees, the members of the

Board have declared – as part of the implementation

of IAS 24 – that they have no financial

relationship with BNP Paribas SA or any

Group company.

The Board of Directors’ internal rules set out

a certain number of behavioural guidelines

applicable to directors, listed below under

Chapter 5. “Corporate governance”. They are

intended to promote directors’ independence

and responsibility in discharging their duties.

The following table presents the situation of each director with regard to the independence criteria

recommended in the AFEP-MEDEF report:

1st

criterion

2nd

criterion

3rd

criterion

4th

criterion

5th

criterion

6th

criterion

7th

criterion

M. Pébereau ✘ ✔ ✔ ✔ ✔ ✘ ✔

P. Auguste ✘ ✔ ✔ ✔ ✔ ✘ ✔

C. Bébéar ✔ ✘ ✔ ✔ ✔ ✔ ✔

J.-L. Beffa ✔ ✘ ✔ ✔ ✔ ✘ ✔

G. Cromme ✔ ✔ ✔ ✔ ✔ ✔ ✔

J.-M. Gianno ✘ ✔ ✔ ✔ ✔ ✔ ✔

F. Grappotte ✔ ✔ ✔ ✔ ✔ ✔ ✔

A. Joly ✔ ✔ ✔ ✔ ✔ ✔ ✔

D. Kessler ✔ ✔ ✔ ✔ ✔ ✔ ✔

J.-F. Lepetit ✔ ✔ ✔ ✔ ✔ ✔ ✔

L. de Palacio (†) ✔ ✔ ✔ ✔ ✔ ✔ ✔

L. Parisot ✔ ✔ ✔ ✔ ✔ ✔ ✔

H. Ploix ✔ ✔ ✔ ✔ ✔ ✔ ✔

B. Prot ✘ ✔ ✔ ✔ ✔ ✔ ✔

L. Schweitzer ✔ ✔ ✔ ✔ ✔ ✔ (1) ✔

✔ represents compliance with one of the independence criteria defined by AFEP-MEDEF.

✘ represents non-compliance with one of the independence criteria defined by AFEP-MEDEF.

Col. 1: Not an employee or corporate officer of the corporation within the previous five years.

Col. 2: No issue of cross-shareholdings with another corporation.

Col. 3: No material business relationships.

Col. 4: No close family ties to a corporate officer.

Col. 5: Not an auditor of the corporation within the previous five years.

Col. 6: Not a director of the corporation for more than twelve years.

Col. 7: No issue related to control by a major shareholder.

(1) This criterion will apply only upon expiry of the term of office during which the 12-year limit will be reached

– AFEP-MEDEF 2003 (18.4, footnote 4).

143

CORPORATE GOvERNANCE

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