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 Paribaswere reviewed and approved as required by the Board. Its work coveredthe entire consolidated Group as well as each of its core businessesand major business lines.The Board was informed of the findings of the Financial StatementsCommittee and the Group’s three Statutory Auditors (1) – who areentitled to attend Board meetings held to review the results andfinancial statements – concerning the results for the period. Based onthe report submitted jointly by the Statutory Auditors and ExecutiveManagement, it reviewed and approved the key choices madeconcerning the application of accounting standards.The Board was briefed by the Financial Statements Committee – whichexamined the information presented to it by Executive Management –on the key internal control audit points raised as part of the financialstatements certification process for the different entities included inthe Group’s scope of consolidation.The Board heard the briefing presented by the Chairman of theFinancial Statements Committee on the interviews – conducted in theabsence of Executive Management – of the Head of Group Finance-Development and the Statutory Auditors.■ Financial management: The Board discussed capital managementoptimisation policy in accordance with capital adequacy requirementslaid down by the regulatory authorities. It approved profit distributionpolicy and the draft resolution concerning the dividend for theyear ended 31 December 2006. The Board also kept abreast of theimplementation of share buyback plans which it had previouslyapproved and issues of debt instruments within the scope ofauthorisations previously granted to it.The Board reviewed and approved plans to create subsidiaries or tomerge existing subsidiaries for regulatory purposes or to streamlineexisting operations. In accordance with French regulatory requirements,the Board was kept informed of profitability trends in new lending.■ Financial communications (2) : The Board ensured that the timetablefor publication of the financial statements was in line with Frenchcorporate governance guidelines. It approved the draft 2006 annualreport, which took account of French corporate governance guidelineson off-balance sheet commitments and the Bank’s risks (3) , and theReport of the Chairman on internal control procedures covering thepreparation and processing of accounting and financial information.At the end of each of its meetings devoted to results, the Boardalso approved draft press releases. This is “the normal method” forinforming the market.5. CORPORATE GOVERNANCEAssessment of the performance of the Boardof Directors in 2007■For the sixth consecutive year an assessment of the performance ofthe BNP Paribas Board of Directors and of its specialised Committeeswas carried out (4) .■ As in previous years, the methodology employed was self-evaluationbased on an anonymous survey dealing with overall processes andthe various aspects of the Board’s work – strategy, internal controland risk management, financial management, compensation – andwith the operation of its Committees (Financial Statements; InternalControl; Risk Management and Compliance; Corporate Governanceand Nominations; Compensation).■ The directors expressed satisfaction with the organisation of theBoard’s work, the relevance of the topics discussed, the quality ofinformation received by Board members and the freedom with whichissues could be debated. They also stressed the clarity of the reportssubmitted to the Board by the specialised Committees. The fewsuggestions for improvement mainly concerned providing a broaderrange of comparative data for use in the strategic thought processand deepening the analyses already carried out by the Board in thearea of risk management.Follow-up on the 2006 assessment of theperformance of the Board of DirectorsPrior-year suggestions for more in-depth strategic analysis of the Group’smajor business lines in order to round out the core business data providedwere taken up and implemented. This concern, which was borne out inthe presentation of a study of the 2006 results of a cross-section ofEuropean banks, was addressed at the Board’s 2007 strategy seminar.Updating the Board of Directors’ Internal RulesIn 2007, the Board updated its Internal Rules as follows:■ by enshrining the existing practice whereby the Financial StatementsCommittee interviews the team of Statutory Auditors, without anymember of Executive Management being present;■ by transforming the Internal Control and Risk Management Committeeinto the Internal Control, Risk Management and ComplianceCommittee;■ by providing for joint meetings of the Financial Statements Committeeand the Internal Control, Risk Management and ComplianceCommittee;■ by clarifying regulatory guidelines for the American director as regardsher nationality.Evaluation of Directors’ performance –Changes in membership of the Board■< Contents >The Board deliberated on the qualifications of independent directors.Based on the report submitted by the Corporate Governance andNominations Committee, it examined the re-election of LouisSchweitzer whose term of office was due to expire at the AnnualGeneral Meeting of 15 May 2007. The Board stressed the totalindependence displayed by Mr. Schweitzer in the performance ofhis duties and did not consider the clause concerning the loss ofindependence of a director who has served for more than twelve123456789(1) The firms of Deloitte & Associés, Mazars & Guérard, and PricewaterhouseCoopers Audit were appointed by the Annual General Meeting for the period2006-2011, based on a proposal by the Board of Directors – AFEP-MEDEF 2003 (14.2.2).(2) AFEP-MEDEF 2003 (2.1 and 2.2).(3) AFEP-MEDEF 2003 (2.3) – The Bank’s ratings from financial rating agencies are provided at the beginning of this Registration Document.(4) AFEP-MEDEF 2003 (9).1011462007 Registration document - BNP PARIBAS