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 ompany2■ The Board of Directors considers that the main personal qualitiesrequired to ensure Directors’ independence, in addition to compliancewith the criteria defined in the Afep-Medef Corporate GovernanceCode, are as follows:■■■■competence, based on experience and ability to understand theissues and risks;courage, in particular to express opinions and make a judgment;availability, which allows for the necessary detachment andencourages the Director to be committed to the exercise of his office;affectio societatis, which encourages Directors on the Board, whichcollectively represents the shareholders, to be committed to theCompany; in particular, affectio societatis promotes the Director’sproper understanding of the business’s culture and ethics.■ The procedure for recruiting Directors makes use of the informationand assessments of the members of the Corporate Governance andNominations Committee and of the Chairman of the Board of Directors,in order to select candidates likely to have the desired personal andprofessional qualities, according to the criteria defined by the Board.1.d The Directors’ Code of Ethics■ BNP Paribas complies with European Commission Regulation (EC)no. 809/2004 of 29 April 2004.As far as the Board is aware, none of the Directors is in a situation ofconflict of interest. In any event, the Board’s Internal Rules require themto report “any, even potential, situation of conflict of interest” and torefrain from “taking part in voting on the relevant decision.” The InternalRules also require the Directors to stand down should they no longer feelcapable of fulfilling their duties on the Board.As far as the Board is aware, there are no family ties between themembers of the Board and none of its members has been found guiltyof fraud “during at least the last five years” or been associated, as themember of an administrative, management or supervisory body, or as theChief Executive Officer, with any insolvency, sequestration or liquidationproceedings “during at least the last five years”.As far as the Board is aware, no member of the Board of Directors issubject to any “official public accusation and/or penalty”. No Directorhas been prohibited from acting in an official capacity “during at leastthe last five years”.Apart from regulated agreements and commitments, there are noarrangements or agreements with key shareholders, customers, suppliersor other persons that involve the selection of any member of the Boardof Directors.■ The Directors must carry out their duties in a responsible manner,particularly as regards the regulations relating to insider dealing.In particular, they are bound to comply with the legal provisionsrelating to insider information. Under the terms of the Internal Rules,they must also refrain from carrying out any transactions in relationto BNP Paribas shares that could be regarded as speculative.■ Pursuant to the application of accounting standards, the Directorshave confirmed that they have not received any financial supportfrom BNP Paribas or from any company in the Group that was notprovided on market terms.■ An extract from the Internal Rules relating to the conduct of Directorsis attached in an appendix to this report.1.e Directors’ training and information■ Pursuant to the Internal Rules, every Director can ask the Chairman orthe Chief Executive Officer to provide him with all the documents andinformation necessary for him to carry out his duties, to play a usefulpart in the meetings of the Board of Directors and to take informeddecisions, provided that such documents are necessary to the decisionsto be taken and connected with the Board’s powers.■ The Directors have unrestricted access to the minutes of meetings ofBoard committees.■ Meetings of the committees provide an opportunity to update theDirectors on the topical issues on the agenda. In addition, the Boardis kept informed of changes in the banking regulations and referencetexts concerning governance. The Directors are informed of the periodsduring which they may, save in special circumstances, carry out anytransactions in relation to BNP Paribas shares.■ Upon taking up office, new Directors receive documentation about theGroup, its characteristics, organisation and recent financial statements,together with a set of references on the information available on theGroup’s website. The Board Secretary provides them with the mainlegal provisions relating to the definition, communication and useof insider information. He provides them with the Board’s InternalRules and organises a programme of working meetings betweenthem and the Group’s operational and line managers, relevant to therequirements of their position and personal priorities.■ In 2012, an information day was organised for recently appointed orelected Directors and for those who wished to take part. The agendafocused on a bank’s accounting principles and financial management,on the activities of Corporate and Investment Banking, and on risks,liquidity, and bank regulation. A presentation was given on domesticmarkets together with an update on BNP Paribas brand policy.Directors who attended were able to meet the managers responsiblefor the relevant areas.482012 Registration document and annual financial report - BNP PARIBAS