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 was informed of the Financial

Statements Committee’s findings concerning

results for the period. It also heard the findings

of the Statutory Auditors, who are entitled to

attend Board meetings held to review results

and financial statements.

3. Implementation of the new International

Accounting Standards adopted by the

European Union: after having devoted a substantial

part of its work in 2004 and 2005 to

monitoring the preparation and implementation

of the new accounting standards adopted

by the European Union, the Board was kept

abreast by the Financial Statements Committee,

which relied on summaries presented by

Executive Management, of the periodic findings

of the accounting internal control unit concerning

Group entities’ appropriation of the new

accounting standards following the end of the

transition period. Based on the report submitted

jointly by the Statutory Auditors and Executive

Management at each meeting devoted to results,

the Board reviews and approves the accounting

choices made by the Group in implementing

applicable accounting principles when these

choices have a material impact on the financial

statements.

(1) AFEP-MEDEF 2003 (2.2).

(2) AFEP-MEDEF 2003 (2.3).

(3) AFEP-MEDEF 2003 (2.1.2).

4. Group financial management: the Board

reviewed and approved the terms and conditions

of the increase in share capital related to

the acquisition of BNL; it was regularly briefed

on the implementation of share buyback plans

which it had previously approved; it debated

the profit distribution policy and approved the

draft resolution concerning the dividend for the

year ended 31 December 2005; it was kept

informed of the progress of medium- and longterm

bond issues and was briefed on their completion.

It examined whether capital-adequacy

ratios complied with the requirements of regulatory

authorities and with the Bank’s policy, in

order to ensure that they are optimised as part

of an active management of the Bank’s capital

position. In accordance with French regulatory

requirements, the Board was kept informed of

profitability trends in new lending.

5. Financial Communications: the Board

ensured that the timetable for publication of the

financial statements was in line with French corporate

governance guidelines (1) . It approved the

draft 2005 annual report, which implemented

French corporate governance guidelines on offbalance-sheet

items and the Bank’s risks (2) .

Through the work of the Financial Statements

Committee, and on the basis of information

provided by Executive Management, the Board

is kept abreast of the findings of the accounting

internal control unit concerning compliance

with reporting processes at each consolidated

Group entity, as this compliance is central to

the reliability of accounting data. The Board

approves, at the end of each of its meetings

devoted to results, a draft press release – as

this is “the normal method” for informing the

market (3) . The Board, acting on a recommendation

from its Financial Statements Committee,

adopted the draft Report of the Chairman on

accounting internal control.

6. Selection of the Statutory Auditors: based

on the report of the Financial Statements

Committee, which oversaw the process (see

section VII below), the Board selected the

Statutory Auditors for 2006-2011. The audit

firms selected were presented for approval by

the shareholders on 23 May 2006.

150

CORPORATE GOvERNANCE

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