2020 Universal registration document and annual financial report - BNP PARIBAS 71
2CorPorate GovernanCe and internal Control
2
Report on Corporate governance
It is also responsible for examining the provisions allowing the succession of the Chief Executive Officer and Chief Operating Officer(s).
c. Identification and appointment of the Key function holders
The CGEN ensures that in the identification and appointment of the Key function holders by Executive Management, with the support of the Company s Human Resources, as the case may be, the following are considered:
■ skills, qualification, and experience;
■ and good repute, honesty, and integrity.
III. Independence of mind and management of conflicts of interest of the Members of the management body
In consideration of the so-called related-party agreements regime in articles L.225-38 et seq. of the French Commercial Code, provisions regarding independence of mind and conflicts of interest set out in section 9 of the Fit and Proper Guidelines and Principle 3 of the Guidelines on Corporate governance principles for banks, published in July 2015 by the Basel Committee on Banking Supervision, and with the objective to embrace the best practices observed in the governance area, the aim of this section is to (i) recall the general principles applied to ensure the independence of mind of every Member of the management body, (ii) define the situations of conflicts of interest to which directors may face in light of the various activities that the Group conducts and which could be in competition with the interests of the concerned director, shall it be directly or indirectly, and (iii) provide details, in case such conflict of interest occurs, concerning the necessary measures to be adopted in order to take the situation into account and handle it in an appropriate manner.
a. General principles Every Member of the management body shall at all times maintain his or her independence of mind, analysis, assessment, decision, and action so as to be able to issue opinions and make decisions in an informed, judicious and objective manner. For this purpose, the Member of the management body shall respect both the legal and regulatory provisions applicable to conflicts of interest specifically the so-called related-party agreements and the provisions below on the measures to be adopted in recognizing conflicts of interest and managing them appropriately.
More specifically, the Members of the management body shall refuse any benefit or service liable to compromise their independence, and undertake to avoid any conflict of interest (as described below).
Each member of the Board of directors shall freely express his or her positions, possibly minority positions, about the subjects discussed in the meetings of the Board or specialised committee.
It is recalled that any conflict of interest may question the fact that a director qualifies as an independent director according to the provisions of the Afep-Medef Code.
b. Cases of conflicts of interests Besides the so-called conventions réglementées regime provided for by articles L.225-38 and subseq. of the French Commercial Code, the following situations may give rise to conflicts of interest:
a) each agreement entered into directly, or through an intermediary person(1), between a company that BNP Paribas controls within the meaning of article L.233-16 of the French Commercial Code and one of the Members of the Company s management body;
b) each agreement to which one of the Members of the Company s management body is indirectly interested, meaning that without being directly party to the said agreement entered into by one of the companies controlled by the Company within the meaning of article L.233-16 of the French Commercial Code, the Member of the management body benefits in a way or another from the agreement;
c) each agreement entered into between one of the companies controlled by the Company, within the meaning of article L.233-16 of the French Commercial Code, and a company owned by a Member of the Company s management body or of which such director is also an owner, general partner, manager, director, Member of the Supervisory Board or, generally, in a senior manager of this company;
d) each situation where Members of the management body are or might be, in relation with the exercise of his or her non-executive directorship, the recipient of privileged information (i) concerning a company in which he or she is an executive director within the meaning of c) or in which he or she exercises a function or holds interests whatever, or (ii) concerning the Company or one of the companies under its control within the meaning of article L.233-16 of the French Commercial Code which may be interests concerning the activity of a company in which he or she is an executive director within the meaning of c) or in which he or she exercises a function or holds interests whatever they may be;
e) each situation where the Member of the management body could take part to a Board meeting to which would be interested any person with whom he or she has family or professional links, or tight relations;
f) the undertaking of a new directorship whether in a listed or unlisted entity, French or foreign, not belonging to a group of which he is a manager, or any participation in the specialised committee of a corporate body or any other new directorship(2);
g) each currently valid commitment made under directorship previously held in France or abroad (e.g. a non-competition clause);
h) more generally, each situation that may constitute a conflict of interest between the Member of the management body and the Company or one of its subsidiaries within the meaning of article L.233-16 of the French Commercial Code.
c. Management of conflicts of interests The assessment of current agreements is subject to a separate procedure by the Board of directors entitled Procedure for current agreements entered into under normal conditions .
(1) The interposition of an intermediary corresponds to a situation in which the Member of the management body is the ultimate real beneficiary of the agreement between one of the companies that BNP Paribas controls and the co-contracting party of that controlled company.
(2) This includes those of a political nature.
