2007 REGISTRATION DOCUMENT

More documents

Recommendations

Info

2 ReportCORPORATE GOVERNANCEof the Chairman of the Board of Directors on the conditions for the preparation and organisationof the work of the Board and on internal control procedures implemented by BNP Paribas< Contents >Extracts from the Board of Directors’ Internal Rules: the Chairman of the Board“Barring exceptional circumstances, only the Chairman may speak andact in the Board’s name in conducting relations with other BNP Paribasmanagement bodies and with outside parties, other than in caseswhere a specific assignment or function has been entrusted to anotherdirector.Working closely with Executive Management, he is competent torepresent the Group in high-level dealings with, for example, major clientsand government authorities both domestically and internationally.He monitors relations with shareholders, in close cooperation with thework of Executive Management in this area, to guarantee that theserelations remain of a high quality.He ensures that principles of corporate governance are defined andimplemented 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 managereplacement and succession processes that concern the Board and thenominations within its remit.He organises the work of the Board of Directors. He sets the timetableand agenda of Board meetings and calls them.He ensures that the work of the Board is well organised, in a mannerconducive to constructive discussion and decision-making. He facilitatesthe work of the Board and coordinates its activities with those of thespecialised Committees.He sees to it that the Board devotes an appropriate amount of time toissues relating to the future of the Bank, particularly its strategy.He ensures that directors from outside the Bank get to know theManagement team thoroughly.2. STRATEGYBased on proposals submitted by Executive Management, the keyelements of which are presented following a documented in-houseprocess, the Board of Directors formulates BNP Paribas’ strategy andoverall business objectives (1) . It is also kept informed of the Group’scash position and ongoing commitments (2) . The Board oversees theimplementation of the objectives it has approved, particularly in thecourse of discussions on the financial statements and budgets.In 2007, as in previous years, strategic issues accounted for a significantpart of the Board’s work.■ The full Board meets in a strategy seminar once a year, with theGroup’s key operational leaders in attendance. In 2007, this sessionfocused on the challenges facing BNP Paribas in coming years asHe ensures that he maintains a close relationship based on trust withthe Chief Executive Officer, to whom he provides help and advice whilerespecting his executive responsibilities.The Chairman directs the work of the Board, to give it the means ofexercising all the responsibilities which fall within its remit.He ensures that the Board is provided in a timely fashion with theinformation it needs to carry out its duties and that this information isclearly and appropriately presented.The Chairman is regularly informed by the Chief Executive Officer andother members of the Executive Management team of significant eventsand situations in the life of the Group, particularly those relating tostrategy, organisation, investment or disinvestment projects, financialtransactions, risks or the financial statements.The Chief Executive Officer provides the Chairman with all informationrequired under French law regarding the Internal Control report.The Chairman may ask the Chief Executive Officer for any informationthat may help the Board and its Committees fulfil their duties.He may interview the Statutory Auditors in order to prepare the workof 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 takepart in the work of the Board, and that they can count on appropriatecooperation from the Bank’s management in conducting the activitiesof the specialised Committees.He also ensures that directors participate effectively in the work of theBoard, 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 ason the Bank’s internal control procedures and any limits the Board mayhave decided to place on the Chief Executive Officer’s authority.”well as its action plans for confronting these challenges. The Boarddiscussed Group business indicators and outlook from an economicand financial perspective and approved the strategic focuses putforward for each of its core businesses.■ A number of strategic investment projects were examined duringBoard meetings (3) and one special session was given over entirelyto analysing one such project. The Board was not called upon todeliberate on any strategic operation that was not in line withapproved strategic objectives and would as such have required itsprior approval in accordance with the Internal Rules (4) .■ The Board regularly reviewed the negotiations and implementationof investment projects that it had previously discussed or validated.In particular, it was kept informed of progress concerning the mergerof BNL and the related projected synergies.(1) The strategic vocation of the Board of Directors is the very first principle of sound corporate governance identified by the Basel Committee (February 2006):the Board should “approve the overall business strategy of the bank…” It is also emphasised in the recommendations on “The Corporate Governance of ListedCorporations” of AFEP-MEDEF 2003 (1).(2) AFEP-MEDEF 2003 (4).(3) The Internal Rules of the Board of Directors specify that the Board’s prior approval is required for any investment or disinvestment project of more thanEUR 250 million.(4) AFEP-MEDEF 2003 (4).1234567891011442007 Registration document - BNP PARIBAS
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 >■The BNP Paribas Group’s financial communications frequently includeinformation on its strategic focuses. 2007 was the last year covered bythe Group’s “2007 Vision” plan which was first launched at the AnnualGeneral Meeting of 18 May 2005. This plan followed on from theBNP Paribas “Project for 2005” first presented at the Annual GeneralMeeting of 31 May 2002. These medium-term plans had also beendisclosed to financial markets at the same time.3. INTERNAL CONTROL AND RISKMANAGEMENTAs early as 1994, the Board of Directors recognised the key importanceof risk management and internal control (1) in the banking and financialsector when it set up an Internal Control and Risk ManagementCommittee, thus splitting the work normally carried out by an AuditCommittee between this newly-formed committee and the FinancialStatements Committee.In 2007, the Board made two amendments to its Internal Rules: (i) a jointmeeting of the Internal Control and Risk Management Committee andthe Financial Statements Committee shall take place at least once a yearin order to discuss matters affecting both risk management policy andthe provisions to be set aside in the books of BNP Paribas; and (ii) theremit of the Internal Control and Risk Management Committee has beenextended to include all matters relating to compliance policy that mayimpact on reputation risk and professional ethics. The membership of theCommittee and the work that it will carry out are designed to meet thestringent regulatory requirements in the banking and prudential fields.These include both the measures imposed by external regulators and BNPParibas’ own requirements regarding the quality of its internal controlprocesses and risk management policy, seen as key underpinnings of itsdevelopment. The Committee will now be called the Internal Control,Risk Management and Compliance Committee.In 2007, the Board reviewed the report of the Chairman of the InternalControl, Risk Management and Compliance Committee, drafted basedon information provided by Executive Management, and examined thefollowing issues:■ the Board was briefed on the activities and deliverables of the InternalControl function and the resources placed at its disposal. It wasprovided with draft reports for the year ended 31 December 2006 onmeasuring and monitoring of risks (2) , compliance, permanent controlsand periodic controls. It approved the draft report of the Chairmanon internal control;■ the Board was informed of the Group’s overall policy in the areaof credit risk, market risk and counterparty risk; it discussed theproblems related to the increase in financial market transactions andkept abreast of the results of risk measurement and stress testing,especially in relation to liquidity;■ it was regularly updated on developments concerning the financialcrisis that began in the summer of 2007. The Internal Control, RiskManagement and Compliance Committee held a special meeting todiscuss this matter and reported back to the Board;■ the Board was informed of the breakdown of the Bank’s commitmentsby industry and by geographic area, as well as of the concentrationof individual major risks with respect to applicable capital-adequacyrequirements. It was regularly briefed on the Bank’s exposure in thesectors most affected by the financial crisis;■ it heard the joint briefing presented by the Financial StatementsCommittee and the Internal Control, Risk Management andCompliance Committee concerning the setting aside of provisionsfor credit risks in the books of BNP Paribas;■ the Board was kept informed of the manner in which the activities ofALM-Treasury (Asset/Liability Management-Treasury) are organisedand its relations with Group Risk Management, which is responsiblefor Group-wide risk management policy;■ it was briefed on changes to the process of granting delegations ofpower in relation to credit risk and the overhaul of the process forcalculating country risk-exposure limits;■ the Board was notified of the structural reforms designed to ensurethe independence of the Bank’s General Inspection unit and itsintegration within the Group. It approved the new procedures forcarrying out periodic controls on Group subsidiaries in accordancewith CRBF Regulation n° 97-02 and the Internal Audit Charter. Itheard a briefing from the Chairman of the Internal Control, RiskManagement and Compliance Committee on the findings of periodiccontrols reported by the General Inspection unit and on the follow-upto recommendations previously issued;■ the Board heard the briefing presented by the Chairman of theInternal Control, Risk Management and Compliance Committee on theinterviews – conducted in the absence of Executive Management – ofthe Head of the General Inspection unit, in charge of periodic controls,the Head of Permanent Control and Compliance, and the Head ofGroup Risk Management;■ the Board received regular briefings from the Chairman of theCommittee, based on information provided by Executive Management,on the Group’s relations and exchanges of correspondence withregulatory bodies in France and abroad.4. BUDGET, FINANCIAL STATEMENTSAND RESULTS, FINANCIAL MANAGEMENTAND COMMUNICATIONS■ Budget: As is customary, at its last meeting of the year, the Boardreviewed and approved the draft budget for 2008 presented byExecutive Management for the Group as a whole as well as its corebusinesses and major business lines. At this meeting, the Boardwas also informed of the estimated impacts on its weighted assetsand regulatory ratios of the application of advanced methods forcalculating new minimum capital adequacy requirements with effectfrom 1 January 2008.■ Financial statements and results: The results and financial statementsof the Group and of BNP Paribas SA for fourth quarter and full year2006, for the first three quarters of 2007, as well as for the first halfand first nine months of 2007, presented by Executive Management,12345678910(1) The Board of directors should “approve […] the overall risk policy and risk management procedures…”, “meet regularly with senior management and internalaudit to review policies…” (“Enhancing Corporate Governance” – 1st Principle – Basel Committee – February 2006).(2) CRBF 97.02 – AFEP-MEDEF 2003 (2.3).112007 Registration document - BNP PARIBAS 45
Page 1 and 2: 2007REGISTRATION DOCUMENT
Page 3: 2007 Registration documentThis docu
Page 6 and 7: 1 TheTHE BNP PARIBAS GROUPBNP Parib
Page 9 and 10: THE BNP PARIBAS GROUP1The Group’s
Page 18 and 19: 1 ShareholderTHE BNP PARIBAS GROUPi
Page 30 and 31: 2 BoardCORPORATE GOVERNANCEof Direc
Page 42 and 43: 2 ReportCORPORATE GOVERNANCEof the
Page 66 and 67: 2 StatutoryCORPORATE GOVERNANCEAudi
Page 68 and 69: Contents >1234567891011662007 Regis
Page 70 and 71: 3RISK MANAGEMENT< Contents >3.4 Ris
Page 72 and 73: 3 RiskRISK MANAGEMENTfactorsLIQUIDI
Page 74 and 75: 3 RiskRISK MANAGEMENTfactorsDETERIO
Page 76 and 77: 3 RiskRISK MANAGEMENTmanagement fra
Page 82 and 83: 3 RiskRISK MANAGEMENTexposure in 20
Page 84 and 85: 3 RiskRISK MANAGEMENTexposure in 20
Page 86 and 87: 3 RiskRISK MANAGEMENTmitigation tec
Page 88 and 89: Contents >1234567891011862007 Regis
Page 90 and 91: 4 Consolidated2007 REVIEW OF OPERAT
Page 92 and 93: 4 Core2007 REVIEW OF OPERATIONSbusi
Page 94 and 95: 4 Core2007 REVIEW OF OPERATIONSbusi
Page 96 and 97:
4 Core2007 REVIEW OF OPERATIONSbusi
Page 98 and 99:
4 Core2007 REVIEW OF OPERATIONSbusi
Page 100 and 101:
4 Balance2007 REVIEW OF OPERATIONSs
Page 102 and 103:
4 Balance2007 REVIEW OF OPERATIONSs
Page 104 and 105:
2007 REVIEW OF OPERATIONS4 Outlook<
Page 106 and 107:
2007 REVIEW OF OPERATIONS4 OutlookA
Page 108 and 109:
Contents >12345678910111062007 Regi
Page 110 and 111:
5CONSOLIDATED FINANCIAL STATEMENTS<
Page 112 and 113:
5 ProfitCONSOLIDATED FINANCIAL STAT
Page 114 and 115:
5 StatementCONSOLIDATED FINANCIAL S
Page 116 and 117:
5 StatementCONSOLIDATED FINANCIAL S
Page 118 and 119:
5 NotesCONSOLIDATED FINANCIAL STATE
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163:
Page 164 and 165:
Page 166 and 167:
Page 168 and 169:
Page 170 and 171:
Page 172 and 173:
Page 174 and 175:
Page 176 and 177:
Page 178 and 179:
Page 180 and 181:
Page 182 and 183:
Page 184 and 185:
Page 186 and 187:
Page 188 and 189:
Page 190 and 191:
Page 192 and 193:
Page 194 and 195:
Page 196 and 197:
Page 198 and 199:
Page 200 and 201:
Page 202 and 203:
Page 204 and 205:
Page 206 and 207:
Page 208 and 209:
Page 210 and 211:
Page 212 and 213:
Page 214 and 215:
Page 216 and 217:
Page 218 and 219:
Page 220 and 221:
Page 222 and 223:
Page 224 and 225:
5 StatutoryCONSOLIDATED FINANCIAL S
Page 226 and 227:
6INFORMATION ON THE PARENT COMPANY
Page 228 and 229:
6 BNPINFORMATION ON THE PARENT COMP
Page 230 and 231:
6 ChangesINFORMATION ON THE PARENT
Page 232 and 233:
6 BNPINFORMATION ON THE PARENT COMP
Page 234 and 235:
6 SubsidiariesINFORMATION ON THE PA
Page 236 and 237:
6 SubsidiariesINFORMATION ON THE PA
Page 238 and 239:
Contents >12345678910112362007 Regi
Page 240 and 241:
7 TheSOCIAL AND ENVIRONMENTAL INFOR
Page 242 and 243:
7 ClearlySOCIAL AND ENVIRONMENTAL I
Page 244 and 245:
Page 246 and 247:
Page 248 and 249:
Page 250 and 251:
Page 252 and 253:
Page 254 and 255:
Page 256 and 257:
7 NRESOCIAL AND ENVIRONMENTAL INFOR
Page 258 and 259:
Page 260 and 261:
Page 262 and 263:
Page 264 and 265:
Page 266 and 267:
Contents >12345678910112642007 Regi
Page 268 and 269:
8 DocumentsGENERAL INFORMATIONon di
Page 270 and 271:
8 FoundingGENERAL INFORMATIONdocume
Page 272 and 273:
8 FoundingGENERAL INFORMATIONdocume
Page 274 and 275:
8 YearGENERAL INFORMATIONended 31 D
Page 276 and 277:
Contents >12345678910112742007 Regi
Page 278 and 279:
9 StatutorySTATUTORY AUDITORSAudito
Page 280 and 281:
Contents >12345678910112782007 Regi
Page 282 and 283:
10 PersonPERSON RESPONSIBLE FOR THE
Page 284 and 285:
11TABLE OF CONCORDANCE< Contents >H
Page 286 and 287:
Contents >12345678910112842007 Regi
Page 288:
HEAD OFFICE16, boulevard des Italie
show all

2007 REGISTRATION DOCUMENT

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?