2012 Registration document and annual financial report - BNP Paribas

2CORPORATEGOVERNANCEReport of the Chairman of the Board of Directors on the manner of preparation and organisationof the work of the Board and on the internal control procedures implemented by the c ompany21.b Separation of the functions of Chairman andChief Executive OfficerThe separation of the functions of the Chairman from those of the ChiefExecutive Officer demonstrates the desire of BNP Paribas to comply withbest practice in the area of governance and to ensure the continuity ofExecutive Management under conditions of transparency. At its meetingof 1 December 2011, the Board of Directors confirmed its 11 June 2003decision to separate the functions of Chairman and Chief Executive Officer.The duties of the ChairmanThe Chairman is responsible for ensuring that the quality of therelationship with shareholders is maintained, coordinating closely withany steps taken by Executive Management in this area. In this connection,the Chairman chairs the Shareholder Liaison Committee, whose task isto assist the Bank in its communications with individual shareholders;several times a year, he invites the shareholders to meetings where theCompany’s strategy is explained.The Chairman gives assistance and advice to the Chief Executive Officerwhile respecting the latter’s executive responsibilities, and organises hisactivities so as to ensure his availability and provide the Group with thebenefit of his experience. His duties are contributory in nature and donot confer any executive power on him. They do not in any way restrictthe powers of the Chief Executive Officer, who has sole operationalresponsibility for the Group.At the request of the Chief Executive Officer, he can take part in anyinternal meeting on subjects relating to strategy, organisation, investmentor disinvestment projects, risks and financial information. He expresseshis opinions without prejudice to the remit of the Board of Directors.Coordinating closely with Executive Management, the Chairman canrepresent the Group in its high-level relationships, particularly with majorclients and the authorities, both at national and international level. TheChairman provides support for the teams responsible for covering majorcompanies and international financial institutions; he also contributes tothe development of the Bank’s advisory activities, particularly by assistingin the completion of major Corporate Finance transactions. He providessupport for Executive Management, or, at its request, represents theBank in its relationships with national and international financial andmonetary authorities. He plays an active part in discussions concerningregulatory developments and public policies affecting the Bank, and, moregenerally, the banking sector.The Chairman contributes to promoting the values and image ofBNP Paribas, both within the Group and externally. He expresses theBank’s guiding principles, particularly in the area of professional ethics,and contributes to the Group’s reputation when discharging his personalresponsibilities as a member of national and international public bodies.These duties require the Chairman to devote his time to the serviceof the Group. The initiatives and actions that he takes to carry themout successfully are all taken into account by the Board of Directors inassessing his work and determining his compensation.An extract from the Internal Rules relating to the duties of the Chairmanis attached as an appendix to this report.The powers of the Chief Executive OfficerThe Chief Executive Officer has the broadest powers to act in allcircumstances on behalf of BNP Paribas, and to represent the Bank in itsrelation with third parties. He has authority over the entire Group, andis responsible for the organisation of internal control procedures and forall the information required by the regulations in that regard.He exercises his powers within the limitations of the corporate object,and subject to any powers expressly attributed by law to the GeneralMeeting of Shareholders and Board of Directors.Internally, the Regulations of the Board of Directors provide that theChief Executive Officer shall request its prior approval for all investmentor disinvestment decisions (other than portfolio transactions) in anamount in excess of EUR 250 million, and for any proposal to acquire ordispose of shareholdings in excess of that threshold (other than portfoliotransactions). The Chief Executive Officer must also ask the Board’sFinancial Statements Committee for prior approval of any non-auditrelated assignment involving fees in an amount of over EUR 1 million(excluding VAT).1.c Membership of the Board – Directors’independenceMembership of the Board■ At the proposal of the Board of Directors, the Annual General Meeting ofShareholders held on 23 May 2012 (1) re-elected Laurence Parisot, DenisKessler and Michel Pébereau and elected Pierre André de Chalendar.Fifteen Directors attended this General Meeting.■ At the end of the Annual General Meeting on 23 May 2012, theBoard of Directors had sixteen members, fourteen of whom hadbeen appointed by the shareholders. On 16 February 2012, ThierryMouchard, employee-elected Director, succeeded Jean-Marie Gianno.As of 31 December 2012, 35.7% (5/14) of the Directors appointed bythe shareholders were women. Five nationalities are represented onthe Board.(1) Article 18 of the Articles of association sets out the procedures for shareholders to take part in General Meetings. The section of the Registration document and annual financialreport entitled “BNP Paribas and its shareholders” contains a summary of those rules and a report on the organisation and business of the General Meeting on 12 May 2010.462012 Registration document and annual financial report - BNP PARIBAS