2009 registration document and annual financial report - AMF

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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
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Work of the Board and its Committees in 2009
In 2009, the Board held thirteen meetings, including 6 specially
convened meetings (estimated results at 31 December 2008 , structuring
and completion of the acquisition of the activities of Fortis, issue of nonvoting
shares subscribed by Société de Prise de Participation de l’État,
capital increase and redemption of non-voting shares). The average
attendance rate of D irectors at Board meetings was 89%.
The Financial Statements Committee met six times with an average
attendance rate of 87%.
The Internal Control, Risk Management and Compliance Committee
met four times with an attendance rate of 100%.
The Financial Statements Committee and the Internal Control, Risk
Management and Compliance Committee held a joint meeting at
which all of the respective committee members were present.
The Corporate Governance and Nominations Committee met three
times with an average attendance rate of 89%.
The Compensation Committee met six times with an average
attendance rate of 94%.
ATTENDANCE AT MEETINGS OF THE BOARD AND ITS COMMITTEES IN 2009
Board meetings Committee meetings All meetings
Directors 1 2 1 2 1 2 3
M. PÉBEREAU 13 13 13 13 100%
P. AUGUSTE 12 13 5 6 17 19 89%
C. BÉ BÉ AR 10 13 3 3 13 16 81%
J.L. BEFFA 11 13 6 6 17 19 89%
S. BERGER 10 13 10 13 77%
J.M. GIANNO 13 13 4 4 17 17 100%
F. GRAPPOTTE 12 13 10 10 22 23 96%
A. JOLY 8 8 4 4 12 12 100%
D. KESSLER 12 13 7 8 19 21 90%
J.F. LEPETIT 12 13 4 4 16 17 94%
L. PARISOT 9 13 2 3 11 16 69%
H. PLOIX 13 13 5 6 18 19 95%
B. PROT 13 13 13 13 100%
L. SCHWEITZER 9 13 6 6 15 19 79%
D. WEBER-REY 12 13 1 1 13 14 93%
Non-voting directors
E. Van Broekhoven 1 1 1 1 100%
M. Tilmant 1 1 1 1 100%
Average 89% 93%
The first column shows the number of meetings attended.
The second column shows the total number of meetings held during the year.
The third column shows the individual attendance rates.
2. STRATEGY
The Board of Directors formulates BNP Paribas’ strategy and overall
business objectives based on proposals submitted by Executive
Management, the key elements of which are presented following a
documented in-house process.
It examines and decides on strategic operations in accordance with its
Internal Rules (1) .
It oversees the implementation of the objectives it has approved,
particularly in the course of discussions on the financial statements
and on the budget.
The Board is also kept regularly informed of the Group’s cash position
and ongoing commitments (1) .
In 2009, as in 2008, the Board spent considerable time analysing the
effects of the financial crisis.
The Board reviewed the implementation of the steps and adaptations
presented to it by Executive Management, in particular in the field of
capital management, liquidity and of risk control. It reviewed measures
implemented in the Corporate and Investment Banking business it
had approved at the end of 2008 due to the very unfavourable market
conditions.
(1)
AFEP-MEDEF Corporate Governance Code (point 4).
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2009 Registration document and financial report - BNP PARIBAS