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 ompany2Report of the Chairman - Point 1.dConduct of Directors – Code of Ethics“Directors accept the discipline involved in working together in therespect of each other’s opinions, and shall express their opinionsfreely on subjects debated in Board Meetings, which may bedissenting from the majority opinion.They shall have a strong sense of responsibility towards shareholdersand other stakeholders in the Group.They shall show a high level of personal integrity during the termof their office, and respect the rules relating to their responsibilities.In the event of a significant change in their own duties or offices,Directors agree to place their office at the disposal of the Board ofDirectors.Compliance with laws and regulationsAll Directors are required to comply with legal obligations andthe French corporate governance recommendations related toinformation that concerns Directors personally.Directors of American nationalityThe Director of American nationality must choose not to participatein certain Board deliberations in view of the regulatory obligationspertaining to his or her nationality.Ethics and complianceThe legislation relating to insider trading applies particularlyto Directors both in a personal capacity and when exercisingresponsibilities within companies that hold shares in BNP Paribas.They are required, in particular, to respect the legal requirementsgoverning the definition, communication and exploitation of privilegedinformation, the principal provisions of which are communicated tothem when they take office.Directors can only deal in securities of BNP Paribas on a personalbasis during the period of six-weeks beginning on the day after thepublication of the quarterly and annual financial statements, orafter the publication of a press release on the Company’s running,unless they are in possession during that period of information thatputs them in the position of an insider having regard to the stockexchange regulations.Directors are recommended to refrain from any transactions thatcould be considered as speculative, and in particular from leveragedpurchases or sales, or short-term trading.Directors are prohibited from communicating to any person, includingtheir Company’s securities managers, any information that is not inthe public domain.If Directors have any questions related to ethics and compliance, theymay consult the Head of Group Compliance and Permanent Control.Situation of conflict of interestDirectors must inform the Board of Directors of any situation orpotential situation of conflict of interest, and must refrain from takingpart in the vote on relevant decisions.A Director who considers himself unable to continue to perform hisduties on the Board of Directors, or on the committees of which heis a member, must resign.ConfidentialityEvery Director, and any person asked to attend all or part of themeetings of the Board of Directors and of its specialised committees,is bound by a confidentiality obligation concerning the sequence ofevents and the contents of the Board of Directors’ deliberations.In particular, they must keep secret any information coming underthe definition of privileged financial or stock market information,which is liable to interest competitors or third parties as “economicintelligence”, or which is confidential in nature and is provided assuch by the Chairman.Failure to comply with this obligation can give rise to an actionin damages against the Director or Directors who act in breach ofthis rule.Regular attendanceDirectors shall endeavour to participate actively and regularly in theBoard of Directors’ Meetings and the Committees, and to be presentat the Annual General Shareholders’ Meeting.”22012 Registration document and annual financial report - BNP PARIBAS 59