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 ompanyReport of the Chairman - Point 1.a2The specialised committees of the Board of Directors“To facilitate the performance of their duties by BNP Paribas’Directors, specialised c ommittees are created within the Board ofDirectors. Their remits do not reduce or limit the powers of theBoard of Directors.The Chairman of the Board of Directors sees to it that the number,missions, composition, and functioning of the c ommittees areadapted at all times to the Board of Directors’ needs and complywith the best corporate governance practices.When he considers it necessary, he takes part in the c ommittees’Meetings, in an advisory capacity.These c ommittees meet at their convenience, with or without theparticipation of the B ank’s management. They may call upon outsideexperts when needed. The Chairman of a c ommittee may ask to hearany officer within the Group, regarding issues falling within thisc ommittee’s prerogatives, such as defined in the present internalRules.They express opinions intended for the Board of Directors. TheChairmen of c ommittees, or in case of their impediment anothermember of the same c ommittee, present a verbal summary of theirwork at the next Board of Directors’ Meeting.Written reports of c ommittees’ Meetings are prepared andcommunicated, after approval, to the Directors who so request.”Report of the Chairman - Point 1.bThe Chairman of the Board of Directors“In relations with the Company’s other bodies and with partiesoutside the company, the Chairman of the Board of Directors alonehas the power to act on the Board of Directors’ behalf and to expresshimself in its name, except in exceptional circumstances, and exceptduring particular missions or when a specific mandate is entrustedto another Director.He represents the Group, in close coordination with the ExecutiveManagement, in its high level relations, and in particular with majorclients and public authorities, on both the national and internationallevels.He ensures that the quality of relations with shareholders ismaintained, in close coordination with the work of ExecutiveManagement in this area.He ensures that principles of corporate governance are defined andimplemented at the highest levels.He oversees the smooth running of BNP Paribas’ managementbodies.With the support of the Corporate Governance and NominationsCommittee, and subject to approval by the Board of Directors andby the Annual General Shareholders’ Meeting, he endeavours tobuild an effective and balanced Board, and to manage replacementand succession processes that concern the Board of Directors andnominations which it will have to decide on.He organises the work of the Board of Directors. He sets the timetableand agenda of Board Meetings and calls them.He ensures that the work of the Board of Directors is well organised,in a manner conducive to constructive discussion and decisionmaking.He directs the work of the Board of Directors and coordinatesits work with that of the specialised Committees.He sees to it that the Board of Directors devotes an appropriateamount of time to issues relating to the future of the Company andparticularly its strategy.He ensures that outside Directors holding specific positions outsidethe Company get to know the Management Team well.He ensures that he maintains a close relationship based on trustwith the Chief Executive Officer, to whom he provides help and advicewhile respecting his executive responsibilities.The Chairman directs the work of the Board of Directors, to give it themeans of exercising all the responsibilities which fall within its remit.He ensures that the Board of Directors is provided with theinformation it needs, in a timely manner, to carry out its duties andthat this information is clearly and appropriately presented.The Chairman is kept regularly informed by the Chief ExecutiveOfficer and other members of the Executive Management ofsignificant events and situations relating to the business of theGroup, particularly those relating to: strategy, organisation,investment or disinvestment projects, financial transactions, risks,financial statements.The Chief Executive Officer provides the Chairman with all informationrequired under French law regarding the internal control report.The Chairman may ask the Chief Executive Officer for any informationthat may help the Board of Directors and its c ommittees fulfil theirduties.He may interview the Statutory Auditors in order to prepare the workof the Board of Directors and the Financial Statements Committee.He ensures that the Directors are in a position to fulfil their duties,and in particular that they have the information required to takepart in the work of the Board of Directors, and that they can counton appropriate cooperation from the Company’s management inconducting the activities of the specialised c ommittees. He alsoensures that Directors participate effectively in the work of the Boardof Directors, with satisfactory attendance, competence and loyalty.He reports, in a document attached to the management report, onthe conditions of preparation and organisation of the work of theBoard of Directors, as well as on the internal control procedures setup by the Company and any limits the Board of Directors may havedecided to place on the Chief Executive Officer’s powers.”582012 Registration document and annual financial report - BNP PARIBAS