2012 Registration document and annual financial report - BNP Paribas

CORPORATE GOVERNANCEReport 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 ompany2Directors’ independenceThe following Directors meet the independence criteria set out in theAfep-Medef Corporate Governance Code: Pierre André de Chalendar,Meglena Kuneva, Jean-François Lepetit, Louis Schweitzer, LaurenceParisot, Hélène Ploix, Michel Tilmant, Emiel Van Broekhoven, DanielaWeber-Rey and Fields Wicker-Miurin. According to the criteria containedin the Afep-Medef Corporate Governance Code (point 8.5), the Boardof Directors has taken the view that the composition of BNP Paribas’capital and the absence of potential conflicts of interest guaranteed theindependence of Michel Tilmant and Emiel Van Broekhoven. Based onits assessment of Denis Kessler before proposing his re-election at theAnnual General Meeting of 23 May 2012, the Board took the view thatthe criterion concerning loss of independence associated with holdingoffice as a Director for more than twelve years did not apply to him. TheBoard stressed that their decision was based on their assessment of DenisKessler’s personal qualities and the freedom of judgment he exercisedin performing his duties as Director and Chairman of the CompensationCommittee. Having also assessed Louis Schweitzer, Director and Chairmanof the Financial Statements Committee, the Board of Directors tookthe view, for the same reasons, that the criterion concerning loss ofindependence associated with the period in which he had held officedid not apply to him. All these assessments were made in accordancewith the provisions of the Afep-Medef Corporate Governance Code. Morethan one half of the Directors of BNP Paribas are independent accordingto that Code.■ The two employee representatives on the Board, Thierry Mouchard andNicole Misson, do not qualify as independent Directors according tothe criteria contained in the Afep-Medef Corporate Governance Code,despite their status and the method by which they were elected, whichnevertheless are a guarantee of their independence.■ Three Directors appointed by the shareholders, Baudouin Prot,Chairman of the Board of Directors, Michel Pébereau, HonoraryChairman, and Jean-Laurent Bonnafé, Chief Executive Officer, do notqualify as independent Directors according to the criteria containedin the Afep-Medef Corporate Governance Code.The following table shows the situation of each Director with regardto the independence criteria contained in the Afep-Medef CorporateGovernance Code:2➤ SITUATION OF THE DIRECTORS WITH REGARD TO THE INDEPENDENCE CRITERIA OF THE AFEP-MEDEF CODE1st Criterion 2nd Criterion 3rd Criterion 4th Criterion 5th Criterion 6th Criterion 7th CriterionB. PROT x o o o o o oM. PÉBEREAU x o o o o x oJ.L. BONNAFÉ x o o o o o oP.A. DE CHALENDAR o o o o o o oD. KESSLER o o o o o x (*) oM. KUNEVA o o o o o o oJ.F. LEPETIT o o o o o o oN. MISSON x o o o o o oT. MOUCHARD x o o o o o oL. PARISOT o o o o o o oH. PLOIX o o o o o o oL. SCHWEITZER o o o o o x (*) oM. TILMANT o o o o o o oE. VAN BROEKHOVEN o o o o o o oD. WEBER-REY o o o o o o oF. WICKER-MIURIN o o o o o o oKey:“o”: compliance with independence criterion defined in the Afep-Medef Code.“x”: non-compliance with an independence criterion defined in the Afep-Medef Code.1st Criterion: Not an employee or corporate officer of the Company within the previous five years.2nd Criterion: No issue of corporate offices held in another company.3rd Criterion: No material business relationships.4th Criterion: No close family ties to a corporate officer.5th Criterion: Not an auditor of the Company within the previous five years.6th Criterion: Not a Director of the Company for more than twelve years.7th Criterion: Not a major shareholder.(*) Refer to comment above in the paragraph entitled “Directors’ independence”.2012 Registration document and annual financial report - BNP PARIBAS 47