2007 REGISTRATION DOCUMENT

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the conditions for the preparation and organisation 2of the work of the Board and on internal control procedures implemented by BNP Paribas< Contents >➤ATTENDANCE AT MEETINGS OF THE BOARD AND ITS COMMITTEES IN 2007Board meetings Committee meetings All meetingsDirector 1 2 1 2 1 2 3M. PÉBEREAU 9 9 9 9 100%P. AUGUSTE 8 9 4 4 12 13 92%C. BÉBÉAR 7 9 3 3 10 12 83%J.L. BEFFA 8 9 2 2 10 11 91%S. BERGER (*) 4 6 4 6 66%J.M. GIANNO 9 9 6 6 15 15 100%F. GRAPPOTTE 9 9 6 6 15 15 100%A. JOLY 7 9 5 5 12 14 86%D. KESSLER 7 9 4 4 11 13 85%J.F. LEPETIT 9 9 5 6 14 15 93%L. PARISOT 6 9 0 1 6 10 60%H. PLOIX 8 9 4 4 12 13 92%B. PROT 9 9 9 9 100%L. SCHWEITZER 8 9 4 4 12 13 92%Average 88% 95%G. CROMME (**) 3 5 2 3 5 8 62%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.(*)Suzanne Berger was co-opted by the Board on 8 March 2007 and her appointment was approved by the Annual General Meeting held on 15 May 2007.(**)Gerhard Cromme resigned from the Board with effect from 1 July 2007.As well as discussions and decisions required on issues of compliance with applicable laws and regulations, the Board and its Committees alsodeliberated on the following matters:123456Extracts from the Board of Directors’ Internal Rules: terms of reference of the Board of Directors“The Board of Directors is a collegial body that collectively representsall shareholders and acts at all times in the corporate interests of theBank.It is tasked with monitoring its own composition and effectiveness inadvancing the Bank’s interests and carrying out its duties.Toward these ends:Based on proposals submitted by the Chief Executive Officer, it draws upthe BNP Paribas’ business strategy and monitors its implementation.It examines any and all issues related to the efficient running of thebusiness, and makes any and all business decisions.It may decide to either combine or separate the functions of Chairmanand 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 themanagement report.The Board or one or more of its directors or Committees, or a specificCommittee authorised by the Board, may perform any or all controls andverifications that it considers appropriate, supervise the managementof the business and the fairness of its accounts, review and approve thefinancial statements and ensure that the financial information disclosedto the shareholders and the markets is of high quality.The Chairman – or the Chief Executive Officer if the functions have beenseparated – submits for review by the Board, at least once a year, draftsof the budget, of the management report and of the various reportsrequired under applicable laws and regulations.The Chief Executive Officer is required to submit to the Board for priorapproval any investment or disinvestment decision (excluding portfoliotransactions) of more than EUR 250 million, and any proposed acquisitionor divestment of equity interests of more than EUR 250 million. TheChief Executive Officer also regularly informs the Board of materialtransactions which fall below the EUR 250 million threshold.Any material strategic operation which lies outside the approvedbusiness strategy must be submitted to the Board for prior approval.When the Board of Directors grants the Chairman – or the ChiefExecutive Officer if the functions have been separated – the authorityto issue debt securities as well as share and share equivalents, the holderof this authority is required to report to the Board, at least once a year,on the issuance of these securities.”78910112007 Registration document - BNP PARIBAS 43