La banque d'un monde qui change 2004 - BNP Paribas

Independence of directors in accordancewith French corporate governance guidelinesThe following directors do not qualifyas independent (1) under French corporategovernance guidelines: Claude Bébéar,Jean-Louis Beffa, Michel François-Poncet (2) ,Michel Pébereau and Baudouin Prot.The three employee representatives on theBoard (Patrick Auguste, Jean-Marie Giannoand Jean-François Trufelli) do not qualifyas independent under the guidelines, despitetheir method of election and their status,which safeguards their independence fromExecutive Management.The following qualify as independent underthe guidelines: Gerhard Cromme, JacquesFriedmann, François Grappotte, Alain Joly, DenisKessler, Jean-François Lepetit, Lindsay Owen-Jones (3) , Hélène Ploix and Louis Schweitzer.Consequently, over half of the Board membersare independent, as recommended by Frenchcorporate governance guidelines for “companieswith widely spread share ownership andno controlling shareholder”.Roles and responsibilitiesof the Board of DirectorsThe main roles and responsibilities of the Board,in accordance with the internal rules,are to appoint corporate officers, draw upthe BNP Paribas business strategy and monitorits implementation, examine any and all issuesrelated to the efficient running of the business,and make any and all business decisions,perform any or all controls and verifications thatit considers appropriate, supervise the managementof the business and the accuracy of its accounts,approve the financial statements and ensurethat the financial information disclosed to theshareholders and the markets is of a high quality.Three Committees of the Board – the FinancialStatements Committee, the Internal Controland Risk Management Committee, and theCompensation and Nominations Committee– assist the Board in its work on the financialstatements, relations with the Statutory Auditors,internal control and risk, the organisationof Executive Management, compensationand nominations.Activities of the Board in 2004The Board of Directors held eight meetingsin 2004, including one unscheduled meeting.The attendance rate was 86%. A special sessiondevoted to Group strategy was also held on17 January 2005, which was attendedby the Group’s key executive managers.As well as discussions and decisions requiredfor compliance with French laws and regulations,the Board addressed the following issues:• the draft Directors’ Report to shareholdersand the Chairman’s report drawn up in accordancewith the French Financial Security Law, theproposed resolutions to be put to the shareholdersat the Annual General Meeting, and draft repliesto written questions submitted by shareholdersin advance of the Annual General Meeting;• proposed amendments to the Board’s internalrules, the composition of the Board andits Committees, the appraisal of directorsrecommended for re-election at the AnnualGeneral Meeting of May 2005, the assessmentof the Board’s performance, a reviewof the situation of a director appointedby the Board, and selection of directorshipcandidates due to a vacancy on the Board;• the Group’s development policy and strategy,investment and acquisition projects requiringprior approval, and reports on significantcompleted or ongoing transactions;(1) In accordance with the Medef-Afep guidelines of October 2003, the Board considers a director is independent when“he or she has no relationship of any kind whatsoever with the corporation, its group or the management of eitherthat is such as to colour his or her judgement”.(2) François-Poncet passed away in February 2005.(3) As stated in the 2002 Annual Report, the Board feels that there are no grounds for questioning the independenceof Lindsay Owen-Jones despite the fact that he has been a director of BNP and then BNP Paribas for more than twelve years.