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 4.c2The Corporate Governance and Nominations Committee“The Committee shall meet as often as necessary.CompositionThe Corporate Governance and Nominations Committee comprisesa majority of members meeting the criteria required to qualify asindependent, such as it is set by the Board of Directors in accordancewith French market guidelines concerning corporate governance.No members of the Company’s Executive Management sit on thisCommittee.MissionsThe Committee is tasked with monitoring corporate governanceissues. Its role is to help the Board of Directors to adapt corporategovernance practices within BNP Paribas and to assess itsperformance.It ensures the follows up on a regular basis of the evolution in thegovernance disciplines at both the global and national levels. Atleast once per year, it presents a summary thereon to the Board ofDirectors. It selects measures that are suitable for the Group andwhich are likely to bring its procedures, organisation and conductin line with best practice in this area.It regularly assesses the performance of the Board of Directors usingeither its own resources or any other internal or external procedurethat it deems appropriate.It examines the draft report of the Chairman of the Board of Directorson corporate governance and all other documents required byapplicable laws and regulations.It prepares, with the Chairman, the deliberations pertaining to theproposal for appointing Directors by the General ShareholdersMeeting.It proposes the appointment of non-voting Directors (censeurs) tothe Board of Directors.The Committee puts forward recommendations for the post ofChairman for consideration by the Board of Directors. Acting jointlywith the Chairman, the Committee puts forward recommendationsfor the post of Chief Executive Officer for consideration by theBoard of Directors, and acting on the recommendation of the ChiefExecutive Officer, it puts forward recommendations for the posts ofChief Operating Officers.The Committee assesses the performance of the Chairman, withouthim being present. It also assesses the performances of the ChiefExecutive Officer and Chief Operating Officers, without them beingpresent.It is also responsible for developing plans for the succession ofCorporate Officers.It makes recommendations to the Board of Directors on theappointment of the Chairmen and the members of the Committeeswhen they are to be renewed.It is also tasked with assessing the independence of the Directorsand reporting its findings to the Board of Directors. The Committeeshall examine, if need be, situations arising should a Director berepeatedly absent from meetings.”Report of the Chairman - Point 4.dThe Compensation Committee“The Committee shall meet as often as necessary.CompositionThe Compensation Committee comprises a majority of membersmeeting the criteria required to qualify as independent, such as itis set by the Board of Directors in accordance with French marketguidelines concerning corporate governance.No members of the Bank’s Executive Management sit on thiscommittee.MissionsThe Committee prepares the work of the Board of Directors on theprinciples of the compensation policy, in particular as concernsfinancial market professionals, in accordance with the regulationsin force.It is tasked with studying all issues related to the personal status ofthe Corporate Officers, and in particular compensation, amount ofretirement benefits and the allotment of subscription or purchaseoptions over the Company’s stock, as well as the provisions governingthe departure of the members of the Company’s management orrepresentational bodies.It examines the conditions, the amount and the distribution of thesubscription or purchase stock option plans. Similarly, it examinesthe conditions for the allotment of free shares.With the Chairman, it is also within its remit to assist the ChiefExecutive Officer with any matter relating to the compensation ofsenior executives that the latter might refer to it.”622012 Registration document and annual financial report - BNP PARIBAS