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

As well as discussions and decisions required

on issues of compliance with applicable laws

and regulations, the Board and its Committees

also deliberated on the following matters:

Extracts from the Board of Directors’ Internal Rules:

Terms of reference of the Board of Directors

The Board of Directors 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.

Toward these ends:

Based on proposals submitted by the Chief Executive Officer, it draws up the BNP Paribas business strategy 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.

It appoints corporate officers for three-year 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 financial information disclosed to the shareholders and the markets is of high quality.

The Chairman, or the Chief Executive Officer if the functions have been separated, submits for review by the Board, at least once a year,

drafts of the budget, of the management report and of the various reports required under applicable laws and regulations.

The Chief Executive Officer is required to submit to the Board for prior approval any investment or disinvestment decision (excluding

portfolio transactions) of more than EUR 250 million, and any proposed acquisition or divestment of equity interests of more than

EUR 250 million. The Chief Executive Officer also regularly informs the Board of material transactions which fall below the

EUR 250 million threshold.

Any material strategic operation which lies outside the approved business strategy must be submitted to the Board for prior approval.

When the Board of Directors grants the Chairman – or the Chief Executive Officer if the functions have been separated – the authority

to issue debt securities as well as share and share equivalents, the holder of this authority is required to report to the Board, at least once a

year, on the issuance of these securities.”

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CORPORATE GOvERNANCE

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