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 >Extracts from the Board of Directors’ Internal Rules: the Chairman of the Board“Barring exceptional circumstances, only the Chairman may speak andact in the Board’s name in conducting relations with other BNP Paribasmanagement bodies and with outside parties, other than in caseswhere a specific assignment or function has been entrusted to anotherdirector.Working closely with Executive Management, he is competent torepresent the Group in high-level dealings with, for example, major clientsand government authorities both domestically and internationally.He monitors relations with shareholders, in close cooperation with thework of Executive Management in this area, to guarantee that theserelations remain of a high quality.He ensures that principles of corporate governance are defined andimplemented at the highest levels.He oversees the smooth running of BNP Paribas’ management bodies.With the help of the Corporate Governance and Nominations Committee,and subject to approval by the Board and by the Annual General Meeting,he endeavours to build an effective and balanced Board, and to managereplacement and succession processes that concern the Board and thenominations within its remit.He organises the work of the Board of Directors. He sets the timetableand agenda of Board meetings and calls them.He ensures that the work of the Board is well organised, in a mannerconducive to constructive discussion and decision-making. He facilitatesthe work of the Board and coordinates its activities with those of thespecialised Committees.He sees to it that the Board devotes an appropriate amount of time toissues relating to the future of the Bank, particularly its strategy.He ensures that directors from outside the Bank get to know theManagement team thoroughly.2. STRATEGYBased on proposals submitted by Executive Management, the keyelements of which are presented following a documented in-houseprocess, the Board of Directors formulates BNP Paribas’ strategy andoverall business objectives (1) . It is also kept informed of the Group’scash position and ongoing commitments (2) . The Board oversees theimplementation of the objectives it has approved, particularly in thecourse of discussions on the financial statements and budgets.In 2007, as in previous years, strategic issues accounted for a significantpart of the Board’s work.■ The full Board meets in a strategy seminar once a year, with theGroup’s key operational leaders in attendance. In 2007, this sessionfocused on the challenges facing BNP Paribas in coming years asHe ensures that he maintains a close relationship based on trust withthe Chief Executive Officer, to whom he provides help and advice whilerespecting his executive responsibilities.The Chairman directs the work of the Board, to give it the means ofexercising all the responsibilities which fall within its remit.He ensures that the Board is provided in a timely fashion with theinformation it needs to carry out its duties and that this information isclearly and appropriately presented.The Chairman is regularly informed by the Chief Executive Officer andother members of the Executive Management team of significant eventsand situations in the life of the Group, particularly those relating tostrategy, organisation, investment or disinvestment projects, financialtransactions, risks or the financial statements.The Chief Executive Officer provides the Chairman with all informationrequired under French law regarding the Internal Control report.The Chairman may ask the Chief Executive Officer for any informationthat may help the Board and its Committees fulfil their duties.He may interview the Statutory Auditors in order to prepare the workof the Board and the Financial Statements Committee.He ensures that the directors are in a position to fulfil their duties,and in particular that they have the information they need to takepart in the work of the Board, and that they can count on appropriatecooperation from the Bank’s management in conducting the activitiesof the specialised Committees.He also ensures that directors participate effectively in the work of theBoard, with satisfactory attendance, competence and loyalty.He reports, in a document submitted alongside the management report,on the preparation and organisation of the work of the Board, as well ason the Bank’s internal control procedures and any limits the Board mayhave decided to place on the Chief Executive Officer’s authority.”well as its action plans for confronting these challenges. The Boarddiscussed Group business indicators and outlook from an economicand financial perspective and approved the strategic focuses putforward for each of its core businesses.■ A number of strategic investment projects were examined duringBoard meetings (3) and one special session was given over entirelyto analysing one such project. The Board was not called upon todeliberate on any strategic operation that was not in line withapproved strategic objectives and would as such have required itsprior approval in accordance with the Internal Rules (4) .■ The Board regularly reviewed the negotiations and implementationof investment projects that it had previously discussed or validated.In particular, it was kept informed of progress concerning the mergerof BNL and the related projected synergies.(1) The strategic vocation of the Board of Directors is the very first principle of sound corporate governance identified by the Basel Committee (February 2006):the Board should “approve the overall business strategy of the bank…” It is also emphasised in the recommendations on “The Corporate Governance of ListedCorporations” of AFEP-MEDEF 2003 (1).(2) AFEP-MEDEF 2003 (4).(3) The Internal Rules of the Board of Directors specify that the Board’s prior approval is required for any investment or disinvestment project of more thanEUR 250 million.(4) AFEP-MEDEF 2003 (4).1234567891011442007 Registration document - BNP PARIBAS