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 4.aProvisions common to the Financial Statements Committee and tothe Internal Control, Risk Management and Compliance Committee“The Financial Statements Committee and the Internal Control, RiskManagement and Compliance Committee shall meet twice a year.They shall be briefed in that context of the mission plan of theGeneral Inspection and of the audit plan of the Statutory Auditorsand shall prepare the work of the Board of Directors in assessingthe risk policies and management systems.They shall deal with common subjects relating to the risk andprovisioning policy of BNP Paribas. This meeting shall be chaired bythe Chairman of the Financial Statements Committee.”2Report of the Chairman - Point 4.bThe Internal Control, Risk Management and Compliance Committee“It shall hold at least four meetings per year.CompositionThe Internal Control, Risk Management and Compliance Committeecomprises a majority of members meeting the criteria required toqualify as independent, such as it is set by the Board of Directorsin accordance with French market guidelines concerning corporategovernance.No members of the Bank’s Executive Management shall sit on theCommittee.MissionsThe Committee examines the key focuses of the Group’s risk policy,based on measurements of risks and profitability of the operationsprovided to it in accordance with the regulations in force, as wellas any specific issues related to these matters and methodologies.The Committee also tackles all compliance-related issues,particularly those in the areas of reputation risk or professionalethics.The Committee analyses the risk measurement and monitoringreport. Twice a year it examines the internal control operationsand findings (excluding accounting and financial internal control,which is the responsibility of the Financial Statements Committee)based on the information provided to it by Executive Managementand the reports presented to it by the Heads of Permanent Control,Compliance and Periodic Controls. It reviews the Company’sexchanges of correspondence with the Secretariat General of theBanking Commission [Prudential Control Authority (Autorité deContrôle Prudentiel – ACP)].The Committee is briefed on incidents revealed by internal controlthat are reported on the basis of the thresholds and criteria definedby the Board of Directors and reports on its findings to the Boardof Directors.It analyses the status of recommendations made by the GeneralInspection unit that were not implemented. It is informed bythe Chairman of the Board of Directors of any possible failure toimplement corrective measures decided in the scope of the internalcontrol, of which it would have been informed directly by the Head ofPeriodic Control and reports on its findings to the Board of Directors.HearingsIt may interview, without any other member of Executive Managementbeing present, the Head of the General Inspection unit and PeriodicControls, the Head of the Group Compliance and Permanent Controlf unction and the Head of Group Risk Management.It presents the Board of Directors with its assessment concerningthe methodologies and procedures employed.It expresses its opinion concerning the way these functions areorganised within the Group and is kept informed of their workprogramme.”2012 Registration document and annual financial report - BNP PARIBAS 61