2007 REGISTRATION DOCUMENT

CORPORATE GOVERNANCEReport of the Chairman of the Board of Directors on the conditions for the preparation and organisation 2of the work of the Board and on internal control procedures implemented by BNP Paribas< Contents >■The Chief Executive Officer has the broadest powers to act in theBank’s name in all circumstances (see limitation of the powers ofthe Chief Executive Officer on p. 59). He has authority over the entireGroup, including Heads of core businesses, business lines, territoriesand Group functions. He is also responsible for Internal Controlsystems and procedures, and for all the statutory information in thereport on Internal Control.The Board of Directors and Annual GeneralMeetings■ The organisation and conduct of Annual General Meetings aredescribed in the “Shareholder information” section of the RegistrationDocument (1) .■ Based on proposals submitted by the Board of Directors, the AnnualGeneral Meeting of 15 May 2007 re-elected Louis Schweitzer as adirector and approved the appointment of Suzanne Berger Keniston tothe Board. Twelve directors attended this meeting which also featureda video message from Suzanne Berger Keniston.Membership of the BNP Paribas Boardof Directors■ Following the Annual General Meeting of 15 May 2007, the Boardof Directors had fifteen members, of which thirteen were electedby shareholders and two by employees. Membership of the Board wasreduced to fourteen members following the resignation of GerhardCromme with effect from 1 July 2007.■ Following the review of directors’ personal circumstances carriedout by the Corporate Governance and Nominations Committee,the Board considers that the following seven directors qualify asindependent under French corporate governance guidelines: SuzanneBerger Keniston, François Grappotte, Alain Joly, Denis Kessler, Jean-François Lepetit, Laurence Parisot and Hélène Ploix. Based on itsown assessment, the Board of Directors did not consider the clauseconcerning the loss of independence of a director who has servedfor more than twelve years to be relevant to the person of LouisSchweitzer.■ Four of the directors elected by the shareholders – Michel Pébereau,non-executive Chairman of the Board, Baudouin Prot, Chief ExecutiveOfficer, Claude Bébéar and Jean-Louis Beffa – do not qualify asindependent under the guidelines.■ The two employee representatives on the Board, Patrick Augusteand Jean-Marie Gianno, do not qualify as independent under theguidelines, despite their status and the method by which they wereelected, which safeguards their independence.Independence of directors■ The independence of directors is measured against the definition givenby the AFEP-MEDEF report of October 2003: “A director is independentwhen he or she has no relationship of any kind whatsoever with thecorporation, its group or the management of either that is such as tocolour his or her judgment.”■ Except for some of the directors who are BNP Paribas employees, themembers of the Board have declared – as part of the implementation ofIAS 24 – that they have no financial relationship with BNP Paribas SAor any Group company.■ The Board of Directors’ Internal Rules set out a certain number ofrules of conduct applicable to directors, listed below under section 5“Corporate governance”. They are intended to promote directors’independence and responsibility in discharging their duties.12345678910(1) AFEP-MEDEF 2003 (5).2007 Registration document - BNP PARIBAS 4111