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

Work

In 2006, the Committee met twice, with all

members attending. It examined the following

issues.

> Succession planning

• With the Chairman of the Board of Directors,

the Committee examined the situation of

key members of the Group’s Executive

Management team, reviewing their future outlook

and possible succession.

> Assessing the performance

of the Board of Directors

• In 2006, the Corporate Governance and

Nominations Committee oversaw the assessment

of the performance of the Board of

Directors and of its specialised Committees.

The findings are presented in section 5.

“Corporate governance”, above.

> Follow-up on the 2005 assessment

of the performance of the Board of Directors

Improvements requested by directors were

promptly implemented in 2006, particularly the

following:

• Greater representation of women in the

Board’s membership;

• Broadening the Board’s strategic review.

> 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;

• 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.

> Re-election of directors.

Evaluation of directors’ performance

The Committee assessed the performances

of the 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 and assessed their individual

contributions to the work of the Board

and its Committees.

> Individual evaluations

The Committee conducted an evaluation of the

Chairman, Michel Pébereau, in his absence.

• It also assessed the performances of the Chief

Executive Officer and Chief Operating Officers,

with the parties in question not present.

> Harmonising the timetable for elections

of directors by employees

The Committee recommended to the Board

an adaptation of the company’s Articles of

Association, which was submitted for approval

by shareholders at the Annual General

Meeting of 23 May 2006, in order to simplify

the timetable for the election of directors by

employees.

> Compliance with European Commission

regulation EC 809/2004

The Committee did not find any instance

of non-compliance with EC regulation no.

809/2004 in the personal circumstances of

directors, nor did it receive any statement

from a director indicating that there was such

an instance.

>

Approval of the Report of the Chairman

The Committee reviewed and approved the

draft of the Chairman’s Report on corporate

governance.

166

CORPORATE GOvERNANCE

>

Code of ethics applicable to directors

The Committee did not find any breaches on

the part of directors.

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