2007 REGISTRATION DOCUMENT
2007 REGISTRATION DOCUMENT 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 >■ “All directors are required to comply with legal obligations and thestock market recommandations and regulations related to informationthat concerns directors personally.”■ “The director of American nationality must choose not to participatein certain Board discussions in view of the regulatory obligationspertaining to her nationality.”■ “The legislation banning insider trading applies to directors bothin a personal capacity and when exercising responsibilities withincompanies that hold shares in BNP Paribas. Directors are also advisedto purchase or sell BNP Paribas shares only within the six-week periodfollowing the publication of the quarterly and annual accounts, or ofany press release concerning business performance. However, if theyhave access to privileged information that would make them insidersunder stock exchange rules, no BNP Paribas shares may be purchasedor sold during this six-week period.”■ “Directors must not disclose any information that is not publicly availableto any third party, including the managers of BNP Paribas shares.”■ “If a director has any questions related to ethics and compliance, heor she can consult the Head of the Group Compliance and PermanentControl function.”■ “Directors who deem that they are no longer able to effectively carryout their responsibilities on the Board or Committees of which theyare a member should step down.”■ “Any director or any other person who is called upon to attendmeetings of the Board and the Committees of the Board is required totreat all matters discussed during the meeting as strictly confidential.In particular, directors or other persons shall treat as strictlyconfidential all insider information as well as information that mayinterest competitors or external parties in connection with ’economicintelligence’ and confidential information described as such by theChairman. In case of failure to comply with this obligation, the directoror other person may be exposed to a claim for damages.”■ “Directors shall endeavour to participate regularly and actively in themeetings of the Board and the Committees of the Board and to bepresent at the Annual General Meeting of shareholders.” (see section 1above, “The Board of Directors and Annual General Meetings”).■“In addition to the number of shares that directors are required tohold under the Articles of Association, directors elected at the AnnualGeneral Meeting should personally hold BNP Paribas shares equivalentto at least one year of directors’ fees” (the number of shares heldappears in the personal profile of each director).Remuneration of directors (1)■ Directors who are not Group employees receive no form ofremuneration other than directors’ fees (2) .■ The amount of fees payable to each director individually has remainedunchanged since 2005, at EUR 29,728, including EUR 14,864 – 50%of the total – as the fixed portion and EUR 1,651.55 per meeting. Totake into account the additional constraints they face, directors wholive outside France are paid 1.5 times the fixed portion of directors’fees. The Chairman of the Board of Directors does not, however, receiveany additional fees under this rule.■ The amount of fees payable to the members of the Board’s Committeeshas also remained unchanged since 2005, at EUR 5,946, includingEUR 2,973 as the fixed portion and EUR 594.60 per meeting. TheChairmen of the Financial Statements Committee and the InternalControl, Risk Management and Compliance Committee are paid afixed portion of EUR 15,000 and a variable portion of EUR 1,239 permeeting.■ Based on a recommendation submitted by Alain Joly, the directors’ feesattributable to him as Chairman of the Compensation Committee havebeen reduced from EUR 6,000 to EUR 1,000. Mr. Joly also receivedEUR 6,000 for the fixed portion payable to him as Chairman of theCorporate Governance and Nominations Committee.■ Based on the foregoing, the Board decided to grant directors a totalappropriation of EUR 498,178, down from EUR 530,038 in 2006.The overall amount of directors’ fees was set at EUR 780,000 by theAnnual General Meeting of 18 May 2005.12345678910(1) AFEP-MEDEF 2003 (18).(2) Group employees on the Board: Patrick Auguste, Jean-Marie Gianno, Michel Pébereau and Baudouin Prot.11482007 Registration document - BNP PARIBAS
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 >In euros BoardDIRECTORS’ FEES PAID IN 2007CommitteesFixed Variable Total Total 2007 Total2006M. PÉBEREAU 14,864 14,864 29,728 29,728 29,728P. AUGUSTE 14,864 13,213 28,077 5,352 33,429 33,445C. BÉBÉAR 14,864 11,561 26,425 4,163 30,588 28,985JL. BEFFA 14,864 13,213 28,077 4,163 32,240 30,471S. BERGER 12,386 4,955 17,342 17,342G. CROMME 14,864 6,606 21,470 5,649 27,119 38,646J.M. GIANNO 14,864 14,864 29,728 5,946 35,674 35,674F. GRAPPOTTE 14,864 14,864 29,728 21,195 50,923 49,683A. JOLY 14,864 11,561 26,425 11,956 38,381 42,720D. KESSLER 14,864 11,561 26,425 5,352 31,777 31,215JF. LEPETIT 14,864 14,864 29,728 5,946 35,674 35,674L. PARISOT 14,864 8,258 23,122 991 24,113 11,892H. PLOIX 14,864 13,213 28,077 5,352 33,429 35,674B. PROT 14,864 14,864 29,728 29,728 29,728L. SCHWEITZER 14,864 13,213 28,077 19,956 48,033 46,710Others (*) 49,794TOTAL 220,483 181,674 402,157 96,021 498,178 530,038(*)L. Owen-Jones, L. de Palacio and J.F. Trufelli were directors in 2005-2006 and were therefore listed in the table of beneficiaries of directors’ fees in the 2006 AnnualReport.123456. REMUNERATION■ Acting on a report from the Compensation Committee, the Boardexamined the remuneration of Michel Pébereau, Baudouin Prot,Georges Chodron de Courcel and Jean Clamon, corporate officers (1) .It decided upon the variable portions of their remuneration for 2006and ensured that these variable portions were in line with trendsin Group results. At the same time, the Board was briefed on theevaluation of corporate officers’ performance conducted by theCorporate Governance and Nominations Committee.■ The Board set the fixed portions of directors’ remuneration for 2007as well as the bases for determining the variable portion in the lightof the results of a survey of executive remuneration in a number ofcomparable European banks.■ Neither the Chairman nor the Chief Executive Officer was involvedin the preparation of decisions concerning their remuneration, nordid they take part in the Board’s vote on decisions setting theirremuneration.■ In accordance with Group policy, the detailed individual amounts ofremuneration paid to the four corporate officers were presented atthe Annual General Meeting of 15 May 2007.■ Based on a report from the Compensation Committee, the Board notedthe fixed portion of the remuneration for members of the ExecutiveCommittee other than corporate officers and the variable portiondetermined for 2006.Global share-based incentive plan■ Acting on a recommendation from the Compensation Committee,the Board discussed and adopted the Group’s global share-basedincentive plan for 2007. This plan involves 4,035,845 stock options(representing 0.46% of the share capital) and 910,308 bonus shares(representing 0.10% of the share capital). It concerns 3,788 employeeswhose level of responsibility, contribution to results or professionalpotential make them key players in the implementation of Groupstrategy as well as in the Group’s development and profitability. TheBoard approved the payment and the terms and conditions of thetwo corresponding plans.■ The Board noted, based on the report submitted by the CompensationCommittee, that the practices applied by BNP Paribas complied withboth legal obligations and French corporate governance guidelinesconcerning the granting of stock options or bonus shares (2) . It setthe number of stock options to be granted to corporate officers, whodo not receive bonus shares and are barred from participating in anyhedged financial transactions. With effect from 1 January 2007, theBoard has introduced a requirement that corporate officers must holdBNP Paribas shares and it has also fixed the holding period for sharesallocated following the exercise of stock options granted to corporateofficers after 1 January 2007.678910(1) AFEP-MEDEF 2003 (15-3.1).(2) AFEP-MEDEF 2003 (15-3.2).112007 Registration document - BNP PARIBAS 49
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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 >In euros BoardDIRECTORS’ FEES PAID IN <strong>2007</strong>CommitteesFixed Variable Total Total <strong>2007</strong> Total2006M. PÉBEREAU 14,864 14,864 29,728 29,728 29,728P. AUGUSTE 14,864 13,213 28,077 5,352 33,429 33,445C. BÉBÉAR 14,864 11,561 26,425 4,163 30,588 28,985JL. BEFFA 14,864 13,213 28,077 4,163 32,240 30,471S. BERGER 12,386 4,955 17,342 17,342G. CROMME 14,864 6,606 21,470 5,649 27,119 38,646J.M. GIANNO 14,864 14,864 29,728 5,946 35,674 35,674F. GRAPPOTTE 14,864 14,864 29,728 21,195 50,923 49,683A. JOLY 14,864 11,561 26,425 11,956 38,381 42,720D. KESSLER 14,864 11,561 26,425 5,352 31,777 31,215JF. LEPETIT 14,864 14,864 29,728 5,946 35,674 35,674L. PARISOT 14,864 8,258 23,122 991 24,113 11,892H. PLOIX 14,864 13,213 28,077 5,352 33,429 35,674B. PROT 14,864 14,864 29,728 29,728 29,728L. SCHWEITZER 14,864 13,213 28,077 19,956 48,033 46,710Others (*) 49,794TOTAL 220,483 181,674 402,157 96,021 498,178 530,038(*)L. Owen-Jones, L. de Palacio and J.F. Trufelli were directors in 2005-2006 and were therefore listed in the table of beneficiaries of directors’ fees in the 2006 AnnualReport.123456. REMUNERATION■ Acting on a report from the Compensation Committee, the Boardexamined the remuneration of Michel Pébereau, Baudouin Prot,Georges Chodron de Courcel and Jean Clamon, corporate officers (1) .It decided upon the variable portions of their remuneration for 2006and ensured that these variable portions were in line with trendsin Group results. At the same time, the Board was briefed on theevaluation of corporate officers’ performance conducted by theCorporate Governance and Nominations Committee.■ The Board set the fixed portions of directors’ remuneration for <strong>2007</strong>as well as the bases for determining the variable portion in the lightof the results of a survey of executive remuneration in a number ofcomparable European banks.■ Neither the Chairman nor the Chief Executive Officer was involvedin the preparation of decisions concerning their remuneration, nordid they take part in the Board’s vote on decisions setting theirremuneration.■ In accordance with Group policy, the detailed individual amounts ofremuneration paid to the four corporate officers were presented atthe Annual General Meeting of 15 May <strong>2007</strong>.■ Based on a report from the Compensation Committee, the Board notedthe fixed portion of the remuneration for members of the ExecutiveCommittee other than corporate officers and the variable portiondetermined for 2006.Global share-based incentive plan■ Acting on a recommendation from the Compensation Committee,the Board discussed and adopted the Group’s global share-basedincentive plan for <strong>2007</strong>. This plan involves 4,035,845 stock options(representing 0.46% of the share capital) and 910,308 bonus shares(representing 0.10% of the share capital). It concerns 3,788 employeeswhose level of responsibility, contribution to results or professionalpotential make them key players in the implementation of Groupstrategy as well as in the Group’s development and profitability. TheBoard approved the payment and the terms and conditions of thetwo corresponding plans.■ The Board noted, based on the report submitted by the CompensationCommittee, that the practices applied by BNP Paribas complied withboth legal obligations and French corporate governance guidelinesconcerning the granting of stock options or bonus shares (2) . It setthe number of stock options to be granted to corporate officers, whodo not receive bonus shares and are barred from participating in anyhedged financial transactions. With effect from 1 January <strong>2007</strong>, theBoard has introduced a requirement that corporate officers must holdBNP Paribas shares and it has also fixed the holding period for sharesallocated following the exercise of stock options granted to corporateofficers after 1 January <strong>2007</strong>.678910(1) AFEP-MEDEF 2003 (15-3.1).(2) AFEP-MEDEF 2003 (15-3.2).11<strong>2007</strong> Registration document - BNP PARIBAS 49
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