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

Stock options and bonus shares

• Acting on a recommendation from the

Compensation Committee, the Board discussed

and adopted the Group’s global

share-based incentive plan for 2006. This plan

involves 3,894,770 stock options (representing

0.44% of the share capital) and 608,651

bonus shares (representing 0.07% of the share

capital). It concerns 3,292 employees whose

level of responsibility, contribution to results or

professional potential make them the key players

in the implementation of Group strategy as

well as in the Group’s development and profitability.

The Board approved the payment for

the two corresponding plans.

The Board noted, based on the report submitted

by the Compensation Committee, that the

practices applied by BNP Paribas complied

both with legal obligations and with French

corporate governance guidelines (1) : respecting

shareholders’ prerogatives with regard to the

granting of options; setting an exercise price

for the options which cannot subsequently be

revised or altered; not offering a discounted

price; complying with tax and labour law rules

on the vesting periods of options; barring

(1) AFEP-MEDEF 2003 (15.3.2).

directors who are neither corporate officers

nor employees from receiving stock options;

prohibiting executive managers from receiving

loans for the purpose of exercising options;

including in the management report information

relating to the options awarded and exercised

by the corporate officers, and by each of the

ten employees having been granted or having

exercised the largest numbers of options.

ThE COmmITTEES

Of ThE BOARd Of dIRECTORS

• Under the Board’s internal rules, specialised

Committees may be set up to assist

the directors of BNP Paribas in carrying out

their functions. The terms of reference of the

Committees neither reduce nor impinge on

those of the Board.

The Chairman of the Board of Directors

must ensure that the number, terms of reference,

composition, and functioning of the

Committees are at all times adapted to the

Board’s needs and in line with corporate governance

best practices.

These Committees meet as and when required,

with or without the participation of BNP Paribas

management. They may use the services of

external experts wherever necessary.

The Chairman of a committee may make

enquires of any manager within the Group

concerning matters falling within the committee’s

terms of reference.

The Committees submit recommendations

to the Board of Directors and the Committee

Chairman presents a summary of these

recommendations at the next Board meeting.

Minutes must be kept of all Committee

meetings.

• In 2006, the Board’s Committees were: the

Financial Statements Committee, the Internal

Control and Risk Management Committee,

the Corporate Governance and Nominations

Committee and the Compensation Committee.

The last two resulted from out of the Board’s

decision at the end of 2005 to separate out

the functions of the former Compensation

and Nominations Committee. The two new

Committees are meant to meet on the same

days, to ensure that consistent approaches

and methodologies are applied in evaluations,

nominations and compensation.

157

CORPORATE GOvERNANCE

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