2007 REGISTRATION DOCUMENT

2 ReportCORPORATE GOVERNANCEof the Chairman of the Board of Directors on the conditions for the preparation and organisationof the work of the Board and on internal control procedures implemented by BNP Paribas< Contents >2.2 Report of the Chairman of the Board of Directors onthe conditions for the preparation and organisationof the work of the Board and on internal controlprocedures implemented by BNP Paribas12CORPORATE G OVERNANCE AT BNP PARIBASThe following information has been prepared in accordance with articleL. 225-37, paragraph 6 of the French Commercial Code and with articleL. 621-18-3 of the French Monetary and Financial Code.It makes reference to the General Regulation of the AMF, the FrenchFinancial Markets Authority, (hereafter “AMF GR”), notably article222-9-II, and, if appropriate, to Appendix 1 of European CommissionRegulation no. 809/2004 of 29 April 2004 (hereafter “EC 809/2004”) aswell as to the “Guide to Preparing Registration Documents” publishedon 27 January 2006 by the AMF.The corporate governance system to which this document refers hasbeen described in “The Corporate Governance of Listed Corporations”,published in October 2003 by the French employers’ organisations AFEP(Association française des entreprises privées) and MEDEF (Mouvementdes entreprises de France) and hereafter called “AFEP-MEDEF 2003”.This report also refers, where appropriate and for information purposes,to the document entitled “Enhancing Corporate Governance for BankingOrganisations” published in February 2006 by the Basel Committee onBanking Supervision (hereafter “Basel Committee”).1. CONDITIONS FOR THE PREPARATIONAND ORGANISATION OF THE WORKOF THE BOARDThe Board of Directors’ Internal Rules■ The Internal Rules define and determine conditions for the preparationand organisation of the work of the Board (1) . These rules wereadopted in 1997 by the Board of the former BNP and are regularlyupdated to comply with legal requirements, regulations and Frenchcorporate governance guidelines and to keep pace with corporategovernance best practices recognised as being in the best interestsof both shareholders and the Bank.■ The Internal Rules (2) set out the terms of reference of the Board ofDirectors; they describe the manner in which meetings are organisedand the procedures for informing directors and for carrying out theperiodic assessment of the Board’s performance. They describe theterms of reference of the various Committees of the Board, theircomposition, the manner in which they function and the conditionsrelating to the payment of directors’ fees. They provide guidelinesconcerning the conduct expected of a director of BNP Paribas. Themain provisions of the Internal Rules are provided for informationpurposes in the report in the various sections to which they relate.■ According to the Internal Rules, the Board of Directors is a collegialbody (3) that collectively represents all shareholders and acts atall times in the corporate interests of the Bank. It is tasked withmonitoring its own composition and effectiveness in advancing theBank’s interests and carrying out its duties.■ Based on proposals submitted by the Chief Executive Officer, theBoard formulates BNP Paribas’ business strategy and oversees itsimplementation. It examines any and all issues related to the efficientrunning of the business, and makes any and all business decisions.■ It may decide to either combine or separate the functions of Chairmanand Chief Executive Officer (4) . It appoints corporate officers. It proposesthe appointment of directors for three-year terms. It may decide tolimit the powers of the Chief Executive Officer. It approves the draftof the Chairman’s report.■ The Board or one or more of its directors or Committees, or aspecific Committee authorised by the Board, may perform any orall controls and verifications that it considers appropriate, supervisethe management of the business and the fairness of its accounts,review and approve the financial statements and ensure that thefinancial information disclosed to the shareholders and the marketsis of high quality (5) .Separation of the functions of Chairmanand Chief Executive Officer(1) In accordance with EC 809/2004 and the AMF “Guide to Preparing Registration Documents” of 27 January 2006.■ At the Annual General Meeting held on 14 May 2003, the Chairmanannounced the Board’s intention to separate the functions ofChairman and Chief Executive Officer within BNP Paribas (6) . Thisdecision brought the Group into line with corporate governance bestpractice, while at the same time ensuring a smooth and transparenthandover of the Chief Executive role.■ The Chairman organises and directs the work of the Board, andensures that the corporate decision-making bodies of BNP Paribasoperate effectively. Working closely with Executive Management, heis competent to represent the Group in high-level dealings with, forexample, major clients and government authorities both domesticallyand internationally. He has no executive responsibilities.345678910(2) Key extracts of which are provided in boxed text (as recommended by the AMF report of 24 January 2008).(3) AFEP-MEDEF 2003 (1 and 6).(4) AFEP-MEDEF 2003 (1 and 3).(5) AFEP-MEDEF 2003 (2).(6) AFEP-MEDEF 2003 (3).11402007 Registration document - BNP PARIBAS