2020 Universal registration document and annual financial report - BNP PARIBAS70
2 CorPorate GovernanCe and internal Control
2
Report on Corporate governance
Upon receipt of a proposal, the CGEN conducts a careful examination of the provisions of these guidelines as well as on the following criteria based on both personal and collective skills:
■ knowledge and skill in requested areas, based on experience and the ability to understand the issues and risks of key activities for the Bank, including social and environmental issues, enabling directors to make informed and effective decisions;
■ courage, in particular to express opinions and make judgments, enabling directors to remain objective and independent;
■ availability, i.e. sufficient time for the director to dedicate to his directorship and related training, and the assiduity, which allow the necessary hindsight and promote the director s commitment and sense of responsibility regarding the exercise of their directorship;
■ loyalty, which fosters the director s commitment to the Company and to their duties within the Board, which collectively represents the shareholders;
■ director s proper understanding of the Company s culture and ethics;
■ good repute and propriety: a person should not be considered of good repute and meeting the propriety criterion if his or her personal or business conduct gives rise to any material doubt about his or her ability to ensure his or her directorship as independent director.
The CGEN ensures the regular updating of the list of persons that are likely to be selected, and, once a year, reports to the Board the work performed in order to identify the persons that are likely to be appointed directors so that the Board can deliberate on it.
As appropriate, the CGEN shall identify those individuals likely to be selected for the non-executive directorship of Chairman in consideration of the criteria set out above.
Selection by the Board of directors of the persons likely to become members of the Board When the Board has to decide the appointment of a new member, the CGEN decides upon the submission of the candidacy to the Board in order, if the Board decides so, to propose such candidacy to the General Meeting. First, it shall communicate to the Chairman of the Board the name of the person who is likely to be appointed setting out the reasons for its proposal. The Chairman of the Board of directors contacts the relevant person and, in the case of an agreement with this person, asked the SCA to review the situation of the person in accordance with the above provisions. The Chairman of the CGEN and the Chairman of the Board met potential candidates.
A candidate for the non-executive directorship of Chairman of the Board of directors is submitted to the Chairman of CGEN so that this latter may contact the relevant candidate.
If the review and interview regarding the duties of both director and Chairman of the Board of directors are deemed to be satisfactory, the CGEN can then propose to the Board of directors to adopt the proposal for the submission of the candidacy.
The SCA can ask the candidates for any document required for its review, which it will retain pursuant to legal and regulatory provisions on personal data.
For specialised committees, the CGEN makes recommendations to the Board of directors on the appointment of the members in cooperation with the Chairman of the relevant committee, and of the Chairmen of the committees when they are to be renewed.
Succession plan for directors and review of the composition of the Board The CGEN is responsible for examining the provisions allowing for the succession of the directors as well as, where applicable, the Chairman.
Once a year, the SCA, under the responsibility of the CGEN, reviews the composition of the Board of directors in accordance with the provisions relating to the identification of persons likely to become members of the Board of directors. The CGEN presents to the Board of directors the outcome of such review, which is subject to Board s deliberation.
b. Identification of, selection of, and succession plan for the Chief Executive Officer and Chief Operating Officer(s)
The Board of directors appoints the Chief Executive Officer and, on the recommendation of the latter, the Chief Operating Officer(s), and sets any limits to their powers.
For this purpose, acting jointly with the Chairman, the CGEN puts forward recommendations for the selection of the Chief Executive Officer for consideration by the Board, and, acting on recommendation of the Chief Executive Officer, it puts forward recommendations for the selection of the Chief Operating Officer(s). The CGEN ensures, at the time of identifying and putting forward recommendations for the Chief Operating Officer position(s), upon proposal from the Chief Executive Officer and where applicable with the support of the Company s Human Resources, that there is a gender balance and guarantees the presence of at least one woman and one man until the end of the selection process.
To identify the candidate, the CGEN conducts a careful examination of his or her candidacy in consideration of the provisions of this policy as well as the following criteria:
■ knowledge and skill in requested areas, based on experience and ability to understand the issues and risks of key activities for the Bank, including social and environmental issues, enabling them to make informed and effective decisions;
■ courage, in particular to express opinions and make judgements, enabling directors to remain objective and independent;
■ availability, i.e. the sufficient time which the Chief Executive Officer and Chief Operating Officer(s) must dedicate to their duties and to the relevant training;
■ loyalty, which fosters the commitment of the Chief Executive Officer and the Chief Operating Officer(s) to the Company and its shareholders;
■ good repute and propriety: a person shall not be considered of good repute or meeting the propriety criterion if his or her personal or business conduct gives rise to any material doubt about his or her suitability as Chief Executive Officer or Chief Operating Officer, as the case may be.
The SCA can ask the candidate or the Company, as the case may be, for any document required for its review, which it shall retain pursuant to the legal and regulatory provisions on personal data.
