(Re-election of a Director)
The Annual General Meeting, in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, re‑elects Jean-Laurent Bonnafé as Director for a three-year term expiring at the end of the Ordinary General Meeting called in 2019 to approve the 2018 financial statements.
Presentation of the resolution
In the sixth resolution, the shareholders are asked to renew the term of office of Jean-Laurent Bonnafé (see biography on page 34).
This term would be renewed for a period of three years, and would therefore cease at the end of the Ordinary General Meeting called in 2019 to approve the financial statements for 2018.
The Board of directors believes that Jean-Laurent Bonnafé (aged 54), a former student of the École Polytechnique, having joined Paribas in 1993 and been its Chief Executive Officer since December 2011, has shown unfailing commitment to the Group’s management and development throughout his career and office. His technical and managerial skills, as well as his ability to anticipate banking industry developments and take them into account in the defining of BNP Paribas’ strategy, are assets which qualify him to continue to hold the position of Director within the BNP Paribas Board of directors.
Remarks concerning the membership of the Board of directors
At 31 December 2015, the Board of directors had fourteen members, twelve of whom had been appointed by the shareholders, while the other two were appointed by the employees. Women accounted for 41.66% (5/12) of the Directors appointed by shareholders. They accounted for 50% of Board members as a whole (7/14). Four nationalities are represented within the Board (France, Belgium, United Kingdom and Germany).
Independence of Directors (as of 31 December 2015)
The following table shows the situation of each Director with regard to the independence criteria contained in the Afep-Medef Corporate Governance Code defining an independent Director:
Seven Directors meet the independence criteria contained in the Corporate Governance Code and reviewed by the Board of directors: Monique Cohen, Marion Guillou, Laurence Parisot, Daniela Schwarzer, Fields Wicker-Miurin, Pierre André de Chalendar and Jean-François Lepetit.
In particular, for Monique Cohen, Pierre André de Chalendar and Denis Kessler, the Board of directors confirmed that the business relations between BNP Paribas and respectively (i) Apax, as well as the companies in which Apax holds interests, (ii) Saint Gobain and (iii) the SCOR SE group are not significant (the BNP Paribas revenues generated by each of these business relations accounted for less than 0.5% of the total revenue reported by BNP Paribas in 2015).
According to the provisions contained in the Corporate Governance Code (paragraph 9.5), the Board of directors has also taken the view that the composition of BNP Paribas capital and the absence of potential conflicts of interest ensured the independence of Michel Tilmant and Emiel Van Broekhoven.
Furthermore, during the period of more than twelve years that Denis Kessler has sat on the Board, he has served under three successive Chief Executive Officers, each having managed the Bank in accordance with his own personality and his own methods and practices. The current Chief Executive Officer has held the position for just four years. Accordingly, the Board 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 financial expertise, a critical factor in understanding banking mechanisms (Doctorate in economics and HEC graduate), reinforced by his position as the Chairman and Chief Executive Officer of one of Europe’s major reinsurance companies.
Over half of the Directors of BNP Paribas are therefore independent in terms of the criteria for independence contained in the Corporate Governance Code and the Board of directors’ assessment.
The two employee representatives on the Board, Nicole Misson and Sandrine Verrier, do not qualify as independent Directors pursuant to the criteria contained in the Corporate Governance Code, despite their status and the method by which they were elected, which nevertheless ensure their independence.
Two Directors appointed by the shareholders – the Chairman of the Board of directors Jean Lemierre, and the Chief Executive Officer Jean-Laurent Bonnafé – do not fulfil the independence criteria laid down by the Corporate Governance Code.