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 >Extracts from the Board of Directors’ Internal Rules: Internal Control, Risk Management and Compliance Committee“The Committee shall hold at least four meetings per year.CompositionA majority of the members of the Internal Control, Risk Managementand Compliance Committee shall qualify as independent directors basedon the definition used by the Board in accordance with French corporategovernance guidelines.No members of the Bank’s Executive Management shall sit on theCommittee.Terms of referenceThe Committee is tasked with analysing reports on internal control andon measuring and monitoring risks, as well as the General Inspectionunit’s reports on its operations and key findings, and with reviewing theBank’s exchanges of correspondence with the General Secretariat of theFrench banking regulator (Commission bancaire).It examines the key focuses of the Group’s risk management policy, basedon measurements of risks and profitability provided to it in accordancewith applicable regulations, as well as on its analyses of specific issuesrelated to these matters and methodologies.The Committee also tackles all compliance-related issues, particularlythose in the areas of reputation risk or professional ethics.InterviewsIt may interview, without any other member of Executive Managementbeing present if it deems this appropriate, the Head of the GeneralInspection unit, who is in charge of Periodic Controls, the Head of theGroup Compliance and Permanent Control function and the Head ofGroup Risk Management.It presents the Board of Directors with its assessment concerning themethodologies and procedures employed.It expresses its opinion concerning the way these functions are organisedwithin the Group and is kept informed of their programmes of work.It receives a half-yearly summary on the operations and reports of theInternal Audit function.”Common provisionsThe Internal Control, Risk Management and Compliance Committee andthe Financial Statements Committee shall hold a joint meeting at leastonce a year in order to discuss matters affecting both risk managementpolicy and the provisions to be set aside in the books of BNP Paribas. Thismeeting shall be chaired by the Chairman of the Financial StatementsCommittee.123459. CORPORATE GOVERNANCEAND NOMINATIONS COMMITTEE■ In 2007, the members of the Corporate Governance and NominationsCommittee were Alain Joly (Chairman), Claude Bébéar and GerhardCromme who was replaced by Laurence Parisot with effect from 1 July2007. Two-thirds of the members qualify as independent directors inaccordance with French corporate governance guidelines.■ Each member is well versed in corporate governance issues and hasa proven track record in the management of major internationalcorporations.■ No members of the Bank’s Executive Management sit on theCommittee. It includes the Chairman of the Board of Directors in itswork on seeking out and selecting directors (1) .■ The Board of Directors’ Internal Rules define the Committee’s termsof reference as follows:■ the Committee is tasked with monitoring corporate governanceissues. Its role is to help the Board of Directors to adapt corporategovernance practices within BNP Paribas and to assess theperformance of Board members,■ it tracks developments in corporate governance at both global anddomestic levels. It selects the measures best suited to the Groupwith the aim of bringing its procedures, organisation and conductinto line with best practices,■ it regularly assesses the performance of the Board using either itsown resources or any other internal or external procedure that itdeems appropriate,■ it examines the draft report of the Chairman of the Board oncorporate governance and all other documents required byapplicable laws and regulations,■ the Committee puts forward recommendations for the postof Chairman of the Board for consideration by the Board ofDirectors,■ acting jointly with the Chairman of the Board, the Committee putsforward recommendations for the post of Chief Executive Officerfor consideration by the Board, and acting on the recommendationof the Chief Executive Officer, it puts forward candidates for thepost of Chief Operating Officer,■ the Committee assesses the performance of the Chairman, in hisabsence. It also assesses the performances of the Chief ExecutiveOfficer and Chief Operating Officers, in the absence of the partiesin question,■ it is also responsible for developing plans for the succession ofcorporate officers,■ it makes recommendations to the Board of Directors on theappointment of Committee Chairmen and Committee members,■ it is also tasked with assessing the independence of the directorsand reporting its findings to the Board of Directors. The Committeeshall examine, if need be, situations arising should a director berepeatedly absent from meetings;■ In 2007, the Corporate Governance and Nominations Committee metthree times with an attendance rate of 77%.678910(1) AFEP-MEDEF 2003 (16.1).112007 Registration document - BNP PARIBAS 53