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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

Re-election of directors.

Evaluation of directors’ performance.

Evaluation of the Chairman’s

performance

• Based on a report from the Corporate

Governance and Nominations Committee, the

Board discussed the re-election of directors

whose terms of office were due to expire at

the Annual General Meeting of 23 May 2006.

The directors involved were Claude Bébéar,

Jean-Louis Beffa, Alain Joly, Denis Kessler

and Michel Pébereau. The Board reviewed

the independence of the first four against the

AFEP-MEDEF corporate governance criteria (1)

and assessed their individual contributions to

the work of the Board and its Committees.

The Corporate Governance and Nominations

Committee conducted an evaluation of

the performance of the Chairman, Michel

Pébereau, in his absence (2) .

• Following its deliberations, the Committee had

deemed that the competence, experience

and commitment of each of these directors

made their contributions to the Board highly

valuable. As a result, the Board recommended

that resolutions be adopted to re-elect to

three-year terms of office (3) Claude Bébéar,

Jean-Louis Beffa, Alain Joly, Denis Kessler

and Michel Pébereau (4) .

(1) AFEP-MEDEF 2003 (8.1).

(2) AFEP-MEDEF 2003 (9.3).

(3) AFEP-MEDEF 2003 (12).

(4) AFEP-MEDEF 2003 (1.2).

(5) AFEP-MEDEF 2003 (6.3).

(6) AMF GR/ EC 809/2004 (14.1 and 14.2).

• Following the Annual General Meeting of

23 May 2006, the Board confirmed Michel

Pébereau as Chairman.

Harmonising the timetable

for elections of directors by employees

The Board adopted a draft resolution, which

was submitted for approval by shareholders at

the Annual General Meeting of 23 May 2006,

providing that “The timetable and terms and

conditions applicable to elections shall be

drawn up […] such that the second round of

elections can be held no later than fifteen days

before the end of the term of office of the outgoing

directors (5) .”

Compliance with European Commission

regulation EC 809/2004 (6)

• To the best of the Board’s knowledge, no

directors are faced with conflicts of interest;

in any event, the Board of Directors’ Internal

Rules require that they “inform the Board of

any situation involving even a potential conflict

of interest” and “abstain from taking part in

the vote on the matter concerned”.

• To the best of the Board’s knowledge, there

are no family ties between Board members.

• To the best of the Board’s knowledge, none of

its members has been convicted in relation to

fraudulent offences “for at least the previous

five years”, nor was involved in any bankruptcies,

receiverships or liquidations while acting

as a member of administrative, management

or supervisory bodies, or as a senior manager,

for at least the previous five years”.

• To the best of the Board’s knowledge, there

have been no “official public incrimination

and/or sanctions” of members of the Board

of Directors or of the Chief Executive Officer,

none of whom have been disqualified by a

court from acting in their current capacity, “for

at least the previous five years”.

There are no arrangements or agreements

with key shareholders, clients, suppliers or

any other parties which involve a member of

the Board of Directors.

152

CORPORATE GOvERNANCE

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