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

COmpENSATION COmmITTEE

Composition

The Compensation Committee resulted from

the Board’s decision in 2005 to separate out

the functions of the former Compensation

and Nominations Committee, which had been

set up in 1993 by the Board of Directors of

the former BNP. In 2006 its members were

Alain Joly (Chairman), Jean-Louis Beffa and

Gerhard Cromme, two-thirds of whom qualify

as independent directors under French corporate

governance guidelines.

• 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

compensation and pension issues.

• No members of the Bank’s Executive

Management sit on the Committee. The

Chairman of the Board of Directors is not a

member of the Committee, but is invited to take

part in its deliberations, except those which

concern him personally. The Committee interviews

the Head of Group Human Resources

and, like all other Board Committees, it may

use the services of external consultants wherever

necessary.

Terms of reference

• According to the Board of Directors’ Internal

Rules, the Compensation Committee is tasked

with addressing all issues related to the personal

status of corporate officers, including

remuneration, pension benefits, stock options

and provisions governing the departure of

members of the Bank’s corporate decisionmaking

or representative bodies.

• It reviews the terms, amounts and allocation

of stock option plans. It also reviews the conditions

for allocating bonus shares.

• Moreover, the Committee, in conjunction with

the Chairman of the Board, is competent

to assist the Chief Executive Officer on any

issue related to executive management compensation

referred by him to the Committee.

Within the limits of the overall appropriation

set by shareholders, the Committee proposes

the calculation method and individual amount

of annual directors’ fees.

167

CORPORATE GOvERNANCE

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