2009 registration document and annual financial report - AMF

2
CORPORATE GOVERNANCE
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
2
Separation of the functions of Chairman
and Chief Executive Officer (1)
At the Annual General Meeting held on 14 May 2003 , the Chairman
announced the Board’s intention to separate the functions of Chairman
and Chief Executive Officer within BNP Paribas. This decision brought
the Group into line with corporate governance best practice, while at
the same time ensuring a smooth and transparent handover of the
Chief Executive role.
The Chairman organises and directs the work of the Board, and
ensures that the corporate decision-making bodies of BNP Paribas
operate effectively. Working closely with Executive Management, he
contributes to developing the Group’s relationships with its major
clients and with the national and international financial and monetary
authorities. He has no executive responsibilities.
The Chief Executive Officer has the broadest powers to act in the
Bank’s name in all circumstances (cf. below “Limitation of the powers
of the Chief Executive Officer”). He has authority over the entire Group.
He is also responsible for internal control systems and procedures,
and for all the statutory information in the report on internal control.
Pursuant to the Internal Rules, the Chairman “monitors relations
with shareholders, in close cooperation with the work of Executive
Management in this area, to guarantee that these relations remain of
a high quality.
He ensures that principles of corporate governance are defined and
implemented at the highest levels.
He oversees the smooth running of BNP Paribas’ management bodies.
With the help of the Corporate Governance and Nominations Committee,
and subject to approval by the Board and by the Annual General Meeting,
he endeavours to build an effective and balanced Board, and to manage
replacement and succession processes that concern the Board and the
nominations within its remit.
He organises the work of the Board of Directors. He sets the timetable
and agenda of Board meetings and calls them.
He ensures that the work of the Board is well organised, in a manner
conducive to constructive discussion and decision-making. He facilitates
the work of the Board and coordinates its activities with those of the
specialised Committees.
He sees to it that the Board devotes an appropriate amount of time to
issues relating to the future of the Bank, particularly its strategy.
He ensures that directors from outside the Bank get to know the
Management team thoroughly.
He ensures that he maintains a close relationship based on trust with
the Chief Executive Officer, to whom he provides help and advice while
respecting his executive responsibilities.
The Chairman directs the work of the Board, to give it the means of
exercising all the responsibilities which fall within its remit.
He ensures that the Board is provided in a timely fashion with the
information it needs to carry out its duties and that this information is
clearly and appropriately presented.
The Chairman is regularly informed by the Chief Executive Officer and
other members of the Executive Management team of significant events
and situations in the life of the Group, particularly those relating to
strategy, organisation, investment or disinvestment projects, financial
transactions, risks or the financial statements.
The Chief Executive Officer provides the Chairman with all information
required under French law regarding the internal control report.
The Chairman may ask the Chief Executive Officer for any information
that may help the Board and its Committees fulfil their duties.
He may interview the Statutory Auditors in order to prepare the work
of the Board and the Financial Statements Committee.
He ensures that the directors are in a position to fulfil their duties,
and in particular that they have the information they need to take
part in the work of the Board, and that they can count on appropriate
cooperation from the Bank’s management in conducting the activities
of the specialised Committees. He also ensures that directors participate
effectively in the work of the Board, with satisfactory attendance,
competence and loyalty.
He reports, in a document submitted alongside the management report,
on the preparation and organisation of the work of the Board, as well
as on the Bank’s internal control procedures and any limits the Board
may have decided to place on the Chief Executive Officer’s authority.”
The Board of Directors and Annual General
Meetings (2)
The Articles of Association define the participation by shareholders at
Annual General Meetings. A summary of these rules, as well as the
report on the organisation and holding of the Annual General Meeting
on 13 May 2009 are provided in the “BNP Paribas and its shareholders”
section of the Registration Document and annual financial report.
Based on proposals submitted by the Board of Directors, the Annual
General Meeting of 13 May 2009 re-elected Claude Bébéar, Jean-
Louis Beffa, Denis Kessler, Laurence Parisot and Michel Pébereau as
D irectors. Fourteen D irectors attended this meeting.
Membership of the BNP Paribas Board
of Directors (3)
Following the Annual General Meeting on 13 May 2009 , the Board
of Directors had fourteen D irectors, of which twelve were elected by
shareholders (eight men and four women) and two by employees.
Upon the proposal of the Corporate Governance and Nominations
Committee, the Board of Directors appointed two non-voting directors
on 4 November 2009 . Board membership details are provided in
S ection 2.1. of the Registration Document.
(1)
AFEP-MEDEF Corporate Governance Code (point 3).
(2)
AFEP-MEDEF Corporate Governance Code (point 5).
(3)
AFEP-MEDEF Corporate Governance Code (points 6 and 7).
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2009 Registration document and financial report - BNP PARIBAS