2009 registration document and annual financial report - AMF

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2 CORPORATE GOVERNANCE Board of Directors 2 Name Function BONNAFÉ Jean-Laurent Chief Operating Offi cer of BNP Paribas CHODRON DE COURCEL Georges Chief Operating Offi cer of BNP Paribas GRAPPOTTE François Director of BNP Paribas KENISTON BERGER Suzanne Director of BNP Paribas KESSLER Denis Director of BNP Paribas LEPETIT Jean-François Director of BNP Paribas PÉBEREAU Michel (*) Chairman of the Board of Directors of BNP Paribas PLOIX Hélène Director of BNP Paribas PROT Baudouin (*) Director – Chief Executive Offi cer of BNP Paribas SCHWEITZER Louis Director of BNP Paribas WEBER-REY Daniela Director of BNP Paribas Transactions carried out Personally Personally Personally Personally Personally Personally Personally By a related party Personally Personally By a related party Personally By a related party Personally Type of financial instrument Nature of the transaction Number of transactions Amount of the transactions (in euros) BNP Paribas shares Purchase of 1,642 shares 2 64,050.28 PSR (**) Purchase of 3 rights 1 3.56 BNP Paribas shares Purchase of 3,304 shares 7 122,281.08 Sale of 3,970 shares 3 203,571.00 (**) Purchase of 11 rights 2 15.30 PSR Sale of 56,625 rights 1 84,711.00 BNP Paribas shares Purchase of 332 shares 2 12,917.84 PSR (**) Sale of 9 rights 1 9.98 BNP Paribas shares BNP Paribas shares BNP Paribas shares Purchase of 600 shares 2 28,340.00 Purchase of 269 shares 3 10,460.26 Purchase of 961 shares 4 37,478.28 BNP Paribas Purchase of 13,213 shares 2 509,341.00 shares Sale of 207,000 shares 3 10,841,725.00 PSR (**) Sale of 94,009 rights 1 140,637.00 BNP Paribas shares Purchase of 21 shares 1 840.00 BNP Paribas shares Purchase of 186 shares 4 7,233.77 PSR (**) Purchase of 8 rights 1 10.74 BNP Paribas Purchase of 8,604 shares 2 331,283.00 shares Sale of 121,881 shares 3 6,370,380.00 PSR (**) Sale of 60,433 rights 1 90,408.00 BNP Paribas Purchase of 1,156 shares 4 40,424.00 shares Sale of 11,000 shares 1 607,420.00 PSR (**) Sale of 41,607 rights 4 62,072.00 BNP Paribas shares Purchase of 570 shares 4 22,337.24 PSR (**) Purchase of 19 rights 3 20.29 BNP Paribas shares Purchase of 17 shares 1 680.00 PSR (**) Purchase of 2 rights 1 2.76 BNP Paribas shares (*) Excluding the exercise of stock options, details of which are listed in N ote 8.d to the F inancial S tatements. (**) PSR: Preferential S ubscription R ight Purchase of 250 shares 3 11,154.25 44 2009 Registration document and financial report - BNP PARIBAS
CORPORATE GOVERNANCE Report of the Chairman of the Board of Directors on the conditions for the preparation 2 and organisation of the work of the Board and on internal control procedures implemented by BNP Paribas 2.2 Report of the Chairman of the Board of Directors on the conditions for the preparation and organisation of the work of the Board and on internal control procedures implemented by BNP Paribas This report has been prepared in accordance with A rticle L. 225-37 of the French Commercial Code. It makes reference to Appendix 1 of European Regulation (EC) no. 809/2004 of 29 April 2004 as well as to the 2009 report by the AMF (the French Financial Markets Authority) on corporate governance and internal control published on 8 December 2009 and to the “Guide to Preparing Registration Documents”, also published by the AMF, on 10 December 2009 . In accordance with the provisions of A rticle 26 of Act no. 2008-649 of 3 July 2008 containing various provisions adapting company law to Community law, the corporate governance code referred to on a voluntary basis in preparing this report is the corporate governance code for listed companies published in December 2008 by the French employers’ organisations AFEP (Association Française des Entreprises Privées) and MEDEF (Mouvement des Entreprises de France). 2 CORPORATE GOVERNANCE AT BNP PARIBAS 1. CONDITIONS FOR THE PREPARATION AND ORGANISATION OF THE WORK OF THE BOARD Terms of reference of the Board of Directors The Internal Rules adopted in 1997 by the Board define the duties of the Board and of its specialised Committees; they are regularly updated to comply with the legal requirements, regulations and French corporate governance guidelines and to keep pace with corporate governance best practices. They also contain a code of ethics applicable to D irectors. The Chairman’s report reproduces, in the form of citations or excerpts, all of the provisions of the Internal Rules dealing with the composition and operation of the Board, the allocation of work between Executive Management and the decision-making body, the composition, operation and terms of reference of specialised Committees, as well as the course of conduct of D irectors and non-voting D irectors (1) . Extracts from the Board of Directors’ Internal Rules: terms of reference of the Board of Directors ”The Board of D irectors is a collegial body that collectively represents all shareholders and acts at all times in the corporate interests of the Bank. It is tasked with monitoring its own composition and effectiveness in advancing the Bank’s interests and carrying out its duties. Towards these ends: Based on proposals submitted by the Chief Executive Officer, it draws up the BNP Paribas business strategy and monitors its implementation. It examines any and all issues related to the efficient running of the business, and makes any and all business decisions within its remit. It may decide to either combine or separate the functions of Chairman and Chief Executive Officer. It appoints corporate officers for three-year terms. It may decide to limit the powers of the Chief Executive Officer. It approves the draft of the Chairman’s report presented along with the management report. The Board or one or more of its D irectors or Committees, or a specific Committee authorised by the Board, may: - perform any or all verifications and controls that it considers necessary pursuant to the applicable legislation; - supervise the management of the business and the fairness of its accounts; - review and approve the financial statements; and - ensure that the financial information disclosed to the shareholders and the markets is of high quality. The Chairman – or the Chief Executive Officer if the functions have been separated – submits for review by the Board, at least once a year, drafts of the budget, of the management report and of the various reports required under applicable laws and regulations. The Chief Executive Officer is required to submit to the Board for prior approval any investment or disinvestment decision (excluding portfolio transactions) of more than EUR 250 million, and any proposed acquisition or divestment of equity interests of more than EUR 250 million. The Chief Executive Officer also regularly informs the Board of material transactions which fall below the EUR 250 million threshold. Any material strategic operation which lies outside the approved business strategy must be submitted to the Board for prior approval.” (1) Upon the proposal of the Chairman, the Board may appoint one or two non-voting directors. Notices of meetings shall be served to non-voting directors, who shall attend Board meetings in an advisory capacity. 2009 Registration document and financial report - BNP PARIBAS 45
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2009 REVIEW OF OPERATIONS Balance s
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2009 REVIEW OF OPERATIONS 3 Results
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2009 REVIEW OF OPERATIONS 3 Results
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2009 REVIEW OF OPERATIONS Outlook 3
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4 CONSOLIDATED FINANCIAL STATEMENTS
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CONSOLIDATED FINANCIAL STATEMENTS Y
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O G S S S O CONSOLIDATED FINANCIAL
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5 PILLAR 3 5.1 Scope of application
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PILLAR 3 Scope of application 5 The
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PILLAR 3 Scope of application 5 Mai
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PILLAR 3 Capital management and cap
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PILLAR 3 Credit and counterparty ri
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PILLAR 3 Market risk 5 Out of the E
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PILLAR 3 Market risk 5 ■ scenario
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PILLAR 3 Operational risk 5 SCOPE A
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PILLAR 3 Appendix: Capital requirem
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INFORMATION ON THE PARENT COMPANY F
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7 SOCIAL AND ENVIRONMENTAL INFORMAT
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SOCIAL AND ENVIRONMENTAL INFORMATIO
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8 GENERAL INFORMATION 8.1 Documents
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GENERAL INFORMATION 8 Founding docu
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GENERAL INFORMATION 8 Statutory Aud
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9 STATUTORY AUDITORS 9.1 Statutory
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10 PERSON RESPONSIBLE FOR THE REGIS
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11 TABLE OF CONCORDANCE In order to
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TABLE OF CONCORDANCE 11 In order to
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2009 Registration document and fina
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2009 registration document and annual financial report - AMF

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