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

ANd NOmINATIONS COmmITTEE

Composition

The Corporate Governance and Nominations

Committee resulted from the Board’s decision

to separate out the functions of the former

Compensation and Nominations Committee

which had been set up in 1993 by the former

BNP. Its members are Alain Joly, Claude

Bébéar and Gerhard Cromme, two-thirds of

whom qualify as independent directors.

• Each of its three members has a proven track

record in major international corporations,

both in France and abroad, especially with

regard to building leadership teams and handling

corporate governance issues.

• No members of the Bank’s Executive

Management sit on the Committee. It includes

the Chairman of the Board of Directors

in its work on seeking out and selecting

directors (1) .

(1) AFEP-MEDEF 2003 (16.1).

Terms of reference

The Board of Directors’ Internal Rules defines the

Committee’s terms of reference as follows:

The Committee is tasked with monitoring corporate

governance issues. Its role is to help

the Board of Directors to adapt corporate

governance within BNP Paribas and to assess

the performance of Board members.

• It regularly follows developments in corporate

governance at both global and domestic levels.

It selects the measures best suited to the

Group with the aim of bringing its procedures,

organisation and conduct into line with best

practices.

• It regularly assesses the performance of the

Board using either its own resources or any

other internal or external procedure that it

deems appropriate.

• It examines the draft report of the Chairman

of the Board on corporate governance and all

other documents required by applicable laws

and regulations.

The Committee puts forward recommendations

for the post of Chairman of the Board for

consideration by the Board of Directors.

• Acting jointly with the Chairman of the Board,

the Committee puts forward recommendations

for the post of Chief Executive Officer

for consideration by the Board, and acting on

the recommendation of the Chief Executive

Officer, it puts forward candidates for the post

of Chief Operating Officer.

The Committee assesses the performance of

the Chairman, in his absence. It also assesses

the performances of the Chief Executive

Officer and Chief Operating Officers, with the

parties in question not present.

• It is also responsible for developing plans for

the succession of corporate officers.

• It makes recommendations to the Board of

Directors on the appointment of Committee

Chairmen and Committee members.

• It is also tasked with assessing the independence

of the directors and reporting its findings

to the Board of Directors. The Committee shall

examine, if need be, situations arising should

a director be repeatedly absent.

165

CORPORATE GOvERNANCE

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