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

CORpORATE GOVERNANCE

Assessment of the performance

of the Board of Directors in 2006

For the fifth consecutive year an assessment of

the performance of the BNP Paribas Board of

Directors and of its four specialised Committees

was carried out.

• As in previous years, the methodology employed

was a self-evaluation that used an anonymous

survey dealing with the various aspects

of the Board’s work – overall processes,

strategy, internal control and risk management,

financial management, compensation

– and with the operation of its Committees

(Financial Statements; Internal Control and

Risk Management; Corporate Governance

and Nominations; Compensation).

• Overall, the directors concurred in expressing

their satisfaction with the Board’s working

processes, stressing in particular that meetings

were very well prepared, with high-quality

documents provided, and that in Board and

Committee meetings information was shared

in a transparent and objective manner, and

issues could be debated freely.

(1) AFEP-MEDEF 2003 (9.3).

(2) AFEP-MEDEF 2003 (16).

• One of the few areas for improvement suggested

by directors was a request for more indepth

strategic analysis of the Group’s major

business lines in order to round out the data

provided at the level of the core businesses.

Follow-up on the 2005 assessment

of the performance of the Board

of Directors (1)

Improvements requested by directors were

implemented as early as 2006, particularly the

following:

• Greater representation of women in the

Board’s membership: Laurence Parisot was

elected to a three-year term as a director at

the Annual General Meeting of 23 May 2006,

which brought to three the number of women

directors; women then accounted for 23% of

the directors elected by shareholders;

• Broadening the Board’s strategic review by

including, in line with the Group’s continuous

international development, an analysis of the

global competitive landscape: this request

was taken into account for the Board’s strategy

seminar in 2006.

.

Updating the Board of Directors’

Internal Rules

In 2006 the Board updated its Internal Rules as

follows:

• By spelling out the duties and operating processes

of the Corporate Governance and

Nominations Committee on the one hand

and the Compensation Committee on the

other, which it had decided to create in 2005

by separating out the functions of the former

Compensation and Nominations Committee (2) ;

• By establishing as a principle that, in the event

of a significant change in their functions or

positions held, directors agree to allow the

Board to decide whether or not it is appropriate

for them to continue to serve as directors

of BNP Paribas.

151

CORPORATE GOvERNANCE

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