BNP Paribas Fortis is a credit institution with headquarters at Montagne du Parc 3, 1000 Brussels. Its share capital is 10,965 billion Euros at 31/12/2018, of which 99.94% is held by BNP Paribas, a credit institution with headquarters in Paris.
BNP Paribas Fortis is managed by a Board of Directors, who represent the shareholders collectively. The Board of Directors determines the general policy and strategy of the bank, appoints and dismisses the Executive Committee members and oversees the Executive Committee activities, and the internal control set-up. Within the overall framework set by the Board, the latter delegates BNP Paribas Fortis banking activities to the Executive Committee.
The Board has established a governance charter. This charter is based on the Belgian Corporate Governance Code of March 12, 2009. It includes all the information regarding the bank’s ownership, the organisation, the shareholder meetings, the Board of Directors, the Executive Committee and the Board committee powers and operations, the conduct and political behaviour guidelines and the auditors.
CORPORATE GOVERNANCE
Board of Directors and Executive Committee
THE BOARD OF DIRECTORS
The Board of Directors of BNP Paribas Fortis NV/SA establishes the Bank’s strategy and supervises the activities of the Executive Committee and of the independent control functions. The Board of Directors has 16 members, of which 10 non-executive and 6 executive.
THE EXECUTIVE COMMITTEE
The Executive Committee of BNP Paribas Fortis NV/SA consists of 13 members: 6 members of the Executive Board in their respective roles and 7 heads of businesses or support services. The Executive Committee is responsible for the execution of BNP Paribas Fortis strategy and policy.
THE BNP PARIBAS GROUP CODE OF CONDUCT
The BNP Paribas Group as a whole – not least its Belgian entities – have made a conscious decision to set an example as regards to the professional behaviour of entities and their employees. The Group’s Board of Directors and General Management share the same conviction, namely that the success of the BNP Paribas Group depends on the behaviour of each and every one of us. We have a common determination to ensure that BNP Paribas bases its future on both the professional skills and integrity of its staff.
For this reason, the Group has published a formal Code of Conduct intended to lay down rules that embody the Bank’s basic values and to guide the professional employees’ attitudes and behaviour.
The existing Code of Conduct contains a specific addendum on combating corruption, which is one of the requirements laid down by France’s Sapin II Law on transparency, anti-corruption measures and the modernisation of company practices, which BNP Paribas must fulfil. As certain provisions of the Law have an extra-territorial effect, the Code of Conduct describes and illustrates various types of behaviour likely to be seen as indicative of bribery or influence-peddling, which must therefore be forbidden.
