(Special report of the statutory auditors on the agreements and commitments set out in Articles L. 225-38 et seq. of the French Commercial Code, in particular, those entered into between a company and its directors and officers as well as between companies of a group and their common Directors)
The Shareholders’ Meeting, acting under conditions of quorum and majority applicable to Shareholders’ Meetings, acknowledges the Statutory Auditors' special report on the agreements and commitments referred to in Articles L.225-38 et seq. of the French Commercial Code, and approves the agreements and commitments set out therein.
Presentation of the resolution
As part of the current operations of a company, and more particularly, when the company is the key component of a group of companies, agreements can, directly or indirectly, operate between the company and another company with which it has common executives, or even between the company and its officers or a shareholder who holds more than 10% of the company's registered capital. These agreements require the prior authorisation of the Board of Directors and must be approved by the Meeting of Shareholders after hearing the Statutory Auditors' special report pursuant to Articles L. 225-38 et seq. of the French Commercial Code.
For BNP Paribas, the agreements and undertakings authorised in the 2011 financial year concern the agreement signed with Baudouin Prot relating to the termination of his employment contract and the undertaking concluded with Michel Pébereau relating to the resources placed at his disposal to carry out his duties.