2020 Universal registration document and annual financial report - BNP PARIBAS62
2 CorPorate GovernanCe and internal Control
2
Report on Corporate governance
■ examines and closes the financial statements and ensures their sincerity;
■ reviews, at least once a year, the draft budgets and the drafts of the various statutory and regulatory reports which the Chief Executive Officer submits to it;
■ prepares a suitability policy that defines the assessment of Members of the management body and of Key function holders (the Policy on the suitability of Members of the management body and Key function holders ); the Board of directors (and its committees) apply this policy and revise it regularly to account in particular for any regulatory changes;
■ gives its approval prior to the dismissal of the Heads of the following functions: Risk Management, Compliance, or the General Inspection.
1.4. RISK MANAGEMENT The Board of directors:
■ regularly examines, in connection with the strategy it has defined, the opportunities and risks, such as financial, legal, operational, social, and environmental risks, as well as the measures taken as a result;
■ as such, approves and regularly reviews the strategies and policies governing the taking, management, monitoring and reduction of the risks to which the Company is or might be exposed to, including the risks caused by the economic environment. In particular, the Board of directors approves the global risk limits and puts into place a specific process organising its information and, as the case may be, the referral of the matter to it in the event these limits are exceeded.
1.5. COMMUNICATION The Board of directors:
■ ensures that the financial information disclosed to the shareholders and the markets is of high quality;
■ controls the process of financial publication and communication, quality and reliability of the information intended to be published and communicated by the Company.
1.6. REMUNERATION The Board of directors:
■ allocates, without prejudice to the powers of the Annual General Meeting, the directors attendance fees;
■ adopts and regularly reviews the general principles of the remuneration policy of the Group which relates, in particular, to the categories of staff including the risk takers, staff engaged in control functions and any employee who, given his overall income, is in the same remuneration bracket as those whose professional activities have an impact on the risk profile of the Group;
■ decides, without prejudice to the powers of the Annual General Meeting, the remuneration of the managers who are corporate officers (dirigeants mandataires sociaux), in particular their fixed and variable remuneration as well as any other means of remuneration or benefit in kind.
1.7. RESOLUTION The Board of directors settles the preventive recovery plan of the institution, as well as the items necessary to establish the resolution plan communicated to the competent regulatory authorities.
ARTICLE 2. FUNCTIONING OF THE BOARD OF DIRECTORS
2.1. ORGANISATION OF THE MEETINGS The Board of directors meets at least four times a year and as often as circumstances or BNP Paribas interest requires this.
Notices of meetings may be communicated by the Secretary of the Board.
The Secretary of the Board prepares all of the documents necessary to the Board meetings and arranges to place all of the documentation at the disposal of the directors and other participants in the meetings.
An attendance register is kept, which is signed by the directors taking part in the meeting. It mentions the names of the directors considered as present.
The Board of directors decisions are recorded in minutes by the Secretary of the Board which are entered into a special register, in accordance with the laws in force. The Secretary of the Board of directors is authorized to issue and certify copies or excerpts of the Board minutes. Each set of Board minutes must be approved at a subsequent Board meeting.
The decisions of the Board of directors are carried out either by the Chief Executive Officer, or a Chief Operating Officer, or by any special representative appointed by the Board of directors.
2.2. MEANS OF PARTICIPATION Directors taking part in the meeting by videoconference (visioconference) or telecommunication means enabling their identification, guaranteeing their effective participation, transmitting at least the voices of the participants, and meeting, through their technical features, the needs of confidentiality, of continuous and simultaneous retransmission, with the exception of Board meetings closing out the financial statements and the annual report, shall be deemed to be present for the purpose of calculating both the quorum and the majority. The minutes state, as the case may be, the occurrence of any technical incidents if they disturbed the conduct of the meeting.
PART TWO THE MEMBERS OF THE BOARD OF DIRECTORS
ARTICLE 3. COMPOSITION, INFORMATION AND SKILLS
3.1. CHAIRMAN OF THE BOARD OF DIRECTORS
3.1.1. Relations with the Company s other bodies and with parties outside the Company
In relations with the Company s other bodies and with parties outside the Company, the Chairman of the Board of directors alone has the power to act on behalf of the Board of directors and to express himself in its name, except in exceptional circumstances, and except where specific assignments or duties are entrusted by the Board of directors to another director.
The Chairman makes sure that he maintains a close and trusting relationship with Executive Management. He provides him with his assistance and his advice while respecting his executive responsibilities. He organises his activities so as to ensure his availability and put his experience at the Company s service. He contributes to promoting the values and image of the Company, both within the Group and externally.
