Head of Human Resources wins HR Director of the ... - BNP Paribas

Assessment of the performance of the Chairman
and the Chief Executive Officer
The Board meeting of 14 May 2003, as part
of its discussion of the proposed separation of
the functions of Chairman and Chief Executive
Officer, unanimously approved the
recommendations put forward by Michel
Pébereau regarding the selection criteria for
Chief Executive Officer of BNP Paribas and
proposing Baudouin Prot as the future Chief
Executive Officer. Michel Pébereau then
presented the same proposals to the Annual
General Meeting held on the same day.
On 11 June 2003, the Compensation and
Nominations Committee, as part of its review
of the proposed reorganisation of corporate
decision-making powers carried out in
association with the separation of the functions
of Chairman and Chief Executive Officer,
submitted a report to the Board on the
performance of Michel Pébereau during his ten
years as Chairman and Chief Executive Officer.
The Board is of the opinion that the preparation
and implementation of these decisions during
the year ended 31 December 2003 complied
with French guidelines on the assessment of
corporate officers.
Activities of the Board in 2003
The Board of Directors held eight meetings in
2003, including one unscheduled meeting. It also
held a special session devoted to Group strategy.
The attendance rate was 82%. As well as
discussions and decisions required for compliance
with French laws and regulations, the Board
addressed the following issues:
• the draft Directors’ Report to shareholders
and Report on Internal Control and Risk
Management, the proposed resolutions to be
put to the shareholders at the Annual General
Meeting, and draft replies to written questions
submitted by shareholders in advance of the
Annual General Meeting;
• proposed amendments to the Board’s internal
rules, the composition of Committees of
the Board, the wording of the questionnaire
assessing the Board’s performance and
the conclusions arising from the completed
questionnaires, and the proposed allocation
of directors’ fees for 2003;
• the reorganisation of powers resulting from
the separation of the functions of Chairman
and Chief Executive Officer, the selection of
the Chairman and of the Chief Executive
Officer, the composition of the Executive
Committee, the structure of core businesses
and business lines, the determination of
compensation for corporate officers and
Executive Committee members;
• the Group’s development policy and strategy,
investment and acquisition projects requiring
prior approval, reports on significant completed
or ongoing transactions, and developments
regarding the Group’s equity interest in
Crédit Lyonnais;
• financial statements and budgets: the Board
reviewed and approved the financial
statements and results of the Group and of
BNP Paribas SA for 2002, and the quarterly and
half-yearly consolidated results of the Group
and its core businesses for 2003. The Board
also heard the reports of the Financial
Statements Committee and the auditors.
It reviewed and adopted the 2004 budget;