2012 Registration document and annual financial report - BNP Paribas

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8GENERALINFORMATIONFounding documents and Articles of association8.6 Founding documents and Articles of associationBNP Paribas’ Articles of association are available on the Group’s website,www.invest.bnpparibas.com, and can be obtained from the address givenin section 8.1.Below are the full Articles of association as of 9 January 2013.directly or indirectly related to the activities set out above or whichfurther the accomplishment thereof.SECTION II8SECTION IFORM – NAME – REGISTERED OFFICE –CORPORATE PURPOSEArticle 1BNP PARIBAS is a French Public Limited Company (société anonyme)licensed to conduct banking operations under the French Monetary andFinancial Code, Book V, section 1 (Code Monétaire et Financier, Livre V,Titre 1 er ) governing banking sector institutions.The Company was founded pursuant to a decree dated 26 May 1966. Itslegal life has been extended to 99 years with effect from 17 September 1993.Apart from the specific rules relating to its status as an establishment inthe banking sector (Book V, section 1 of the French Monetary and FinancialCode - Code Monétaire et Financier, Livre V, Titre 1er), BNP PARIBAS shallbe governed by the provisions of the French Commercial Code (Codede Commerce) concerning commercial companies, as well as by theseArticles of Association.Article 2The registered office of BNP PARIBAS shall be located in Paris(9th arrondissement), at 16, Boulevard des Italiens (France).Article 3The purpose of BNP PARIBAS shall be to provide and conduct the followingservices with any individual or legal entity, in France and abroad, subjectto compliance with the French laws and regulations applicable to creditinstitutions licensed by the Credit Institutions and Investment FirmsCommittee (Comité des Etablissements de Crédit et des Entreprisesd’Investissement):■ any and all investment services,■ any and all services related to investment services,■ any and all banking transactions,■ any and all services related to banking transactions,■ any and all equity investments,as defined in the French Monetary and Financial Code Book III – section 1(Code Monétaire et Financier, Livre III, Titre 1er) governing bankingtransactions and section II (Titre II) governing investment services andrelated services.On a regular basis, BNP PARIBAS may also conduct any and all otheractivities and any and all transactions in addition to those listed above, inparticular any and all arbitrage, brokerage and commission transactions,subject to compliance with the regulations applicable to banks.In general, BNP PARIBAS may, on its own behalf, and on behalf of thirdparties or jointly therewith, perform any and all financial, commercial,industrial or agricultural, personal property or real estate transactionsSHARE CAPITAL - SHARESArticle 4The share capital of BNP PARIBAS shall stand at 2,484,523,922 eurosdivided into 1,242,261,961 fully paid-up shares with a nominal valueof 2 euros each.Article 5The fully paid-up shares shall be held in registered or bearer form atthe shareholder’s discretion, subject to the French laws and regulationsin force.The shares shall be registered in an account in accordance with the termsand conditions set out in the applicable French laws and regulations inforce. They shall be delivered by transfer from one account to another.The Company may request disclosure of information concerning theownership of its shares in accordance with the provisions of Article L.228-2of the French Commercial Code (Code de Commerce).Without prejudice to the legal thresholds set in Article L.233-7,paragraph 1 of the French Commercial Code (Code de Commerce), anyshareholder, whether acting alone or in concert, who comes to directlyor indirectly hold at least 0.5% of the share capital or voting rights ofBNP PARIBAS, or any multiple of that percentage less than 5%, shall berequired to notify BNP PARIBAS by registered letter with return receiptwithin the timeframe set out in Article L.233-7 of the French CommercialCode (Code de Commerce).Above 5%, the duty of disclosure provided for in the previous paragraphshall apply to 1% increments of the share capital or voting rights.The disclosures described in the previous two paragraphs shall also applywhen the shareholding falls below the above-mentioned thresholds.Failure to report either legal or statutory thresholds shall result in theloss of voting rights as provided for by Article L.233-14 of the FrenchCommercial Code (Code de Commerce) at the request of one or moreshareholders jointly holding at least 2% of the Company’s share capitalor voting rights.Article 6Each share shall grant a right to a part of ownership of the Company’sassets and any liquidation surplus that is equal to the proportion of sharecapital that it represents.In cases where it is necessary to hold several shares in order to exercisecertain rights, and in particular where shares are exchanged, combinedor allocated, or following an increase or reduction in share capital,regardless of the terms and conditions thereof, or subsequent to amerger or any other transaction, it shall be the responsibility of thoseshareholders owning less than the number of shares required to exercisethose rights to combine their shares or, if necessary, to purchase or sellthe number of shares or voting rights leading to ownership of the requiredpercentage of shares.4282012 Registration document and annual financial report - BNP PARIBAS
GENERAL INFORMATIONFounding documents and Articles of association8SECTION IIIGOVERNANCEArticle 7The Company shall be governed by a Board of Directors composed of:1/ Directors appointed by the Ordinary General Shareholders’ MeetingThere shall be at least nine and no more than eighteen Directors. Directorselected by the employees shall not be included when calculating theminimum and maximum number of Directors.They shall be appointed for a three-year term.When a Director is appointed to replace another Director, in accordancewith applicable French laws and regulations in force, the new Director’sterm of office shall be limited to the remainder of the predecessor’s term.A Director’s term of office shall terminate at the close of the OrdinaryGeneral Shareholders’ Meeting called to deliberate on the financialstatements for the previous financial year and held in the year duringwhich the Director’s term of office expires.Directors may be re-appointed, subject to the provisions of French law,in particular with regard to their age.Each Director, including Directors elected by employees, must own atleast 10 Company shares.2/ Directors elected by BNP PARIBAS SA employeesThe status of these Directors and the related election procedures shallbe governed by Articles L.225-27 to L.225-34 of the French CommercialCode (Code de Commerce) as well as by the provisions of these Articlesof Association.There shall be two such Directors – one representing executive staff andthe other representing non-executive staff.They shall be elected by BNP PARIBAS SA employees.They shall be elected for a three-year term.Elections shall be organised by the Executive Management. The timetableand terms and conditions for elections shall be drawn up by the ExecutiveManagement in agreement with the national trade union representativeswithin the Company such that the second round of elections shall beheld no later than fifteen days before the end of the term of office of theoutgoing Directors.Each candidate shall be elected on a majority basis after two rounds heldin each of the electoral colleges.Each application submitted during the first round of elections shallinclude both the candidate’s name and the name of a replacement, if any.Applications may not be amended during the second round of elections.The candidates shall belong to the electoral college where they presentfor election.Applications other than those presented by a trade union representativewithin the Company must be submitted together with a documentfeaturing the names and signatures of one hundred electors belongingto the electoral college where the candidate is presenting for election.Article 8The Chairman of the Board of Directors shall be appointed from amongthe members of the Board of Directors.Upon proposal from the Chairman, the Board of Directors may appointone or more Vice-Chairmen.Article 9The Board of Directors shall meet as often as necessary in the bestinterests of the Company. Board meetings shall be convened by theChairman. Where requested by at least one-third of the Directors, theChairman may convene a Board meeting with respect to a specific agenda,even if the last Board meeting was held less than two months before.The Chief Executive Officer (CEO) may also request that the Chairmanconvenes a Board meeting to discuss a specific agenda.Board meetings shall be held either at the Company’s registered office,or at any other location specified in the notice of meeting.Notices of meetings may be communicated by any means, includingverbally.The Board of Directors may meet and hold valid decisions at any time,even if no notice of meeting has been communicated, provided all itsmembers are present or represented.Article 10Board meetings shall be chaired by the Chairman, by a Directorrecommended by the Chairman for such purpose or, failing this, by theoldest Director present.Any Director may attend a Board meeting and take part in its deliberationsby videoconference (visioconférence) or all telecommunications andremote transmission means, including Internet, subject to compliancewith the conditions set out in applicable legislation at the time of its use.Any Director who is unable to attend a Board meeting may ask to berepresented by a fellow Director, by granting a written proxy, valid foronly one specific meeting of the Board. Each Director may represent onlyone other Director.At least half of the Board members must be present for decisions takenat Board meetings to be valid.Should one or both of the positions of member of the Board elected byemployees remain vacant, for whatever reason, without the possibilityof a replacement as provided for in Article L.225-34 of the FrenchCommercial Code (Code de Commerce), the Board of Directors shall bevalidly composed of the members elected by the General Shareholders’Meeting and may validly meet and vote.Members of the Company’s Executive Management may, at the requestof the Chairman, attend Board meetings in an advisory capacity.A permanent member of the Company’s Central Works Committee,appointed by said Committee, shall attend Board meetings in an advisorycapacity, subject to compliance with the provisions of French legislationin force.Decisions shall be taken by a majority of Directors present or represented.In the event of a split decision, the Chairman of the meeting shall havethe casting vote, except as regards the proposed appointment of theChairman of the Board of Directors.82012 Registration document and annual financial report - BNP PARIBAS 429
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2012REGISTRATION DOCUMENTAND ANNUAL
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2012 Registration documentand annua
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1GROUP PRESENTATION1.1 Group presen
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GROUP PRESENTATIONPresentation of a
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1GROUPPRESENTATIONBNP Paribas and i
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1GROUPPRESENTATION1282012 Registrat
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32012REVIEW OF OPERATIONSLiquidity
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4CONSOLIDATEDFINANCIAL STATEMENTS -
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5RISKSAND CAPITAL ADEQUACY5.6 Count
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6INFORMATIONON THE PARENT COMPANY F
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7ARESPONSIBLE BANK: INFORMATION ON
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2012 Registration document and annual financial report - BNP Paribas

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