2007 REGISTRATION DOCUMENT

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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 Paribaswere reviewed and approved as required by the Board. Its work coveredthe entire consolidated Group as well as each of its core businessesand major business lines.The Board was informed of the findings of the Financial StatementsCommittee and the Group’s three Statutory Auditors (1) – who areentitled to attend Board meetings held to review the results andfinancial statements – concerning the results for the period. Based onthe report submitted jointly by the Statutory Auditors and ExecutiveManagement, it reviewed and approved the key choices madeconcerning the application of accounting standards.The Board was briefed by the Financial Statements Committee – whichexamined the information presented to it by Executive Management –on the key internal control audit points raised as part of the financialstatements certification process for the different entities included inthe Group’s scope of consolidation.The Board heard the briefing presented by the Chairman of theFinancial Statements Committee on the interviews – conducted in theabsence of Executive Management – of the Head of Group Finance-Development and the Statutory Auditors.■ Financial management: The Board discussed capital managementoptimisation policy in accordance with capital adequacy requirementslaid down by the regulatory authorities. It approved profit distributionpolicy and the draft resolution concerning the dividend for theyear ended 31 December 2006. The Board also kept abreast of theimplementation of share buyback plans which it had previouslyapproved and issues of debt instruments within the scope ofauthorisations previously granted to it.The Board reviewed and approved plans to create subsidiaries or tomerge existing subsidiaries for regulatory purposes or to streamlineexisting operations. In accordance with French regulatory requirements,the Board was kept informed of profitability trends in new lending.■ Financial communications (2) : The Board ensured that the timetablefor publication of the financial statements was in line with Frenchcorporate governance guidelines. It approved the draft 2006 annualreport, which took account of French corporate governance guidelineson off-balance sheet commitments and the Bank’s risks (3) , and theReport of the Chairman on internal control procedures covering thepreparation and processing of accounting and financial information.At the end of each of its meetings devoted to results, the Boardalso approved draft press releases. This is “the normal method” forinforming the market.5. CORPORATE GOVERNANCEAssessment of the performance of the Boardof Directors in 2007■For the sixth consecutive year an assessment of the performance ofthe BNP Paribas Board of Directors and of its specialised Committeeswas carried out (4) .■ As in previous years, the methodology employed was self-evaluationbased on an anonymous survey dealing with overall processes andthe various aspects of the Board’s work – strategy, internal controland risk management, financial management, compensation – andwith the operation of its Committees (Financial Statements; InternalControl; Risk Management and Compliance; Corporate Governanceand Nominations; Compensation).■ The directors expressed satisfaction with the organisation of theBoard’s work, the relevance of the topics discussed, the quality ofinformation received by Board members and the freedom with whichissues could be debated. They also stressed the clarity of the reportssubmitted to the Board by the specialised Committees. The fewsuggestions for improvement mainly concerned providing a broaderrange of comparative data for use in the strategic thought processand deepening the analyses already carried out by the Board in thearea of risk management.Follow-up on the 2006 assessment of theperformance of the Board of DirectorsPrior-year suggestions for more in-depth strategic analysis of the Group’smajor business lines in order to round out the core business data providedwere taken up and implemented. This concern, which was borne out inthe presentation of a study of the 2006 results of a cross-section ofEuropean banks, was addressed at the Board’s 2007 strategy seminar.Updating the Board of Directors’ Internal RulesIn 2007, the Board updated its Internal Rules as follows:■ by enshrining the existing practice whereby the Financial StatementsCommittee interviews the team of Statutory Auditors, without anymember of Executive Management being present;■ by transforming the Internal Control and Risk Management Committeeinto the Internal Control, Risk Management and ComplianceCommittee;■ by providing for joint meetings of the Financial Statements Committeeand the Internal Control, Risk Management and ComplianceCommittee;■ by clarifying regulatory guidelines for the American director as regardsher nationality.Evaluation of Directors’ performance –Changes in membership of the Board■< Contents >The Board deliberated on the qualifications of independent directors.Based on the report submitted by the Corporate Governance andNominations Committee, it examined the re-election of LouisSchweitzer whose term of office was due to expire at the AnnualGeneral Meeting of 15 May 2007. The Board stressed the totalindependence displayed by Mr. Schweitzer in the performance ofhis duties and did not consider the clause concerning the loss ofindependence of a director who has served for more than twelve123456789(1) The firms of Deloitte & Associés, Mazars & Guérard, and PricewaterhouseCoopers Audit were appointed by the Annual General Meeting for the period2006-2011, based on a proposal by the Board of Directors – AFEP-MEDEF 2003 (14.2.2).(2) AFEP-MEDEF 2003 (2.1 and 2.2).(3) AFEP-MEDEF 2003 (2.3) – The Bank’s ratings from financial rating agencies are provided at the beginning of this Registration Document.(4) AFEP-MEDEF 2003 (9).1011462007 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 >years, as set out in the AFEP-MEDEF corporate governance guidelines,to be relevant to him. Consequently, the Board recommended thata resolution be adopted to re-elect Mr. Schweitzer for a three-yearperiod (1) . The Board also recommended that a resolution be adoptedto ratify the appointment as director of Suzanne Berger Keniston, cooptedby the Board on 8 May 2007, to replace Loyola de Palacio.■ The Board was briefed on the evaluation carried out by the CorporateGovernance and Nominations Committee of the performance ofdirectors whose terms of office were due to expire. It set the criteriato be used to select a new director to replace Gerhard Cromme, andappointed Laurence Parisot and François Grapotte to replace GerhardCromme on the Corporate Governance and Nominations Committeeand the Compensation Committee respectively.Procedure for selecting directors (2)The procedure for recruiting directors is based on information andassessments provided by the members of the Corporate Governanceand Nominations Committee and the Chairman of the Board. Thisensures that successful candidates have the personal and professionalqualities required to carry out the function of director in a Group suchas BNP Paribas.Evaluation of the Chairman’s performanceEvaluation of the performance of the ChiefExecutive Officer and of the Chief OperatingOfficers (3)The Corporate Governance and Nominations Committee conductedan evaluation of the performances of Michel Pébereau, Baudouin Prot,Georges Chodron de Courcel and Jean Clamon in their absence. It alsoreported back to the Board on the criteria to be applied when evaluatingthe operational management performance of the Chief Executive Officerand the Chief Operating Officers and determining the variable portion oftheir remuneration not based on quantified criteria. The Board approvedthese proposals and decided to set aside part of a Board meeting in 2008to evaluate the Chairman’s performance, in his absence, and that of theChief Executive Officer, in relation to the Bank’s management.Compliance with European CommissionRegulation EC 809/2004■ To the best of the Board’s knowledge, no directors are faced withconflicts of interest; in any event, the Board of Directors’ InternalRules require that they “inform the Board of any situation involvingeven a potential conflict of interest” and “abstain from taking part inthe vote on the matter concerned”.■ To the best of the Board’s knowledge, there are no family ties betweenBoard members.■ To the best of the Board’s knowledge, none of its members hasbeen convicted of fraudulent offences “for at least the previousfive years”, nor was involved in any bankruptcies, receiverships orliquidations while acting as a member of administrative, management(1) AFEP-MEDEF 2003 (12).(2) AFEP-MEDEF 2003 (16.1).(3) AFEP-MEDEF 2003 (9.3).(4) AFEP-MEDEF 2003 (11).(5) AFEP-MEDEF 2003 (17).or supervisory bodies, or as Chief Executive Officer, “for at least theprevious five years”.■ To the best of the Board’s knowledge, there have been no “officialpublic incrimination and/or sanctions” of members of the Board ofDirectors or of the Chief Executive Officer, none of whom have beendisqualified by a court from acting in their current capacity, “for atleast the previous five years”.■ Apart from regulated agreements, there are no arrangements oragreements with key shareholders, clients, suppliers or any otherparties which involve the appointment of a member of the Boardof Directors.Directors’ access to information and initialtraining (4)■ When directors take up their appointment, they are provided with asummary document describing the Group, its profile and organisation,its most recent financial statements and a series of pointers on theinformation available from the Group’s websites.■ The Board’s support staff provides the new director with a copy of theInternal Rules and organises a number of working meetings betweenthe new directors and managers of Group functional and operatingunits that are of interest to the new directors in light of their functionsand personal priorities.■ Committee meetings also provide opportunities to update theinformation available to directors on specific issues related to theitems on the agenda. The Board is also kept informed of developmentsin regulatory guidelines on banking industry corporate governance. Atthe last Board meeting in 2007, directors were briefed on the periods in2008 during which they are authorised to trade in BNP Paribas shares,barring exceptional circumstances.■ In accordance with the Board’s Internal Rules, directors may requestthat the Chairman of the Board or the Chief Executive Officer providethem with all documents and information required to enable them tocarry out their functions, participate effectively in Board meetings andmake informed decisions, provided that such documents are useful fordecision-making purposes and related to the Board’s authority.Code of ethics applicable to directors (5)■ According to the Internal Rules, “… directors shall interact effectivelywith others in the workplace and respect their opinions, and shallexpress themselves freely on subjects debated in Board meetings,even in the face of opposition”.■ “They shall have a strong sense of responsibility towards shareholdersand other stakeholders.”■ “They shall show a high level of personal integrity during the term oftheir office, and respect the rules related to their responsibilities.”■ “In the event of a significant change in the functions or positionsheld, directors agree to allow the Board to decide whether ornot it is appropriate for them to continue to serve as directors ofBNP Paribas.”12345678910112007 Registration document - BNP PARIBAS 47
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2007 REGISTRATION DOCUMENT

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