2018 Registration document and annual fi nancial report - BNP PARIBAS 49
2CORPORATE GOVERNANCE AND INTERNAL CONTROL
2
Corporate governance report
1.b Membership of the Board Directors independence
Membership of the Board of directors: a collegial body with collective competence On the proposal of the Board of directors, the Shareholders Annual General Meeting of 24 May 2018 reappointed Laurence Parisot, Pierre André de Chalendar and Denis Kessler for a three-year term.
Following Laurence Parisot s resignation of her directorship on 25 September 2018, the Board of directors co-opted Rajna Gibson-Brandon as her replacement on 28 November 2018. The appointment is subject to ratifi cation by the Annual General Meeting on 23 May 2019.
At the end of the Annual General Meeting of 24 May 2018 and as of 31 December 2018,
Number of Board members
O/w elected Board members
Nationalities Percentage of women
Independence
14 2 5 41.6% >50%
Independence of Directors (as of 31 December 2018) The following table shows the position of each d irector with regard to the independence criteria contained in the Afep-Medef Code to defi ne an independent d irector:
Criteria
Je an
LE M
IE RR
E
Je an
-L au
re nt
BO
NN AF
É
Ja cq
ue s
AS CH
EN BR
OI CH
Pi er
re A
nd ré
d e
CH AL
EN DA
R
M on
iq ue
C OH
EN
Hu gu
es EP
AI LL
AR D
Ra jn
a GI
BS ON
- BR
AN DO
N
M ar
io n
GU IL
LO U
De ni
s K ES
SL ER
Da ni
el a
SC HW
AR ZE
R
M ic
he l T
IL M
AN T
W ou
te r D
E P LO
EY
Sa nd
rin e
VE RR
IE R
Fi el
ds W
IC KE
R- M
IU RI
N
1 Employee or corporate offi cer of the Company within the previous fi ve years o o o o
2 Whether or not corporate offi ces are held in another company
3 Whether or not signifi cant business relationships exist
4 Whether or not there are close family ties to a corporate offi cer
5 Not an auditor of the Company within the previous fi ve years
6 Not a Director of the Company for more than 12 years o(*)
7 Major shareholder status
represents compliance with an independence criterion defi ned in the Afep-Medef Code. O represents non-compliance with an independence criterion defi ned in the Afep-Medef Code. (*) See below.
■ The following d irectors meet the independence criteria contained in the Corporate Governance Code and reviewed by the Board of directors: Monique Cohen, Rajna Gibson-Brandon, Marion Guillou, Daniela Schwarzer, Fields Wicker-Miurin, Jacques Aschenbroich, Pierre André de Chalendar, Wouter De Ploey and Michel Tilmant;
In particular, for Monique Cohen, Jacques Aschenbroich, Pierre André de Chalendar and Denis Kessler, the Board of directors confi rmed that the business relations between BNP Paribas and respectively (i) Apax Partners, as well as the companies in which Apax Partners holds interests, (ii) Valeo and its group (iii) Saint-Gobain and its group, and (iv) the SCOR SE group are not signifi cant (the revenue generated by each of these business relations accounted for less than 0.5% of the total revenue reported by BNP Paribas);
■ Finally, during the period of more than 12 years that Denis Kessler has sat on the Board, he has served under three successive Chief Executive Offi cers each having managed the Bank in accordance with his own personality and his own methods and practices. Consequently, the Board of directors deems that Denis Kessler s critical faculties are renewed with each effective change of management, thereby guaranteeing his independence. The Board also took into consideration Denis Kessler s fi nancial expertise, a critical factor in understanding banking mechanisms (Doctorate in economics and HEC graduate), reinforced by his position as the Chairman and Chief Executive Offi cer of one of world s major reinsurance companies;
