1. Group structure
BNP PARIBAS ASSET MANAGEMENT Belgium (BNPP AM Belgium) is a management company, carrying out asset management activities for the BNP Paribas Group, its individual investors, companies and institutional investors.
BNPP AM Belgium is owned by three credit institutions belonging to the BNP Paribas Group: BNP Paribas SA, BNP Paribas Fortis SA and BGL BNP Paribas SA.
BNPP AM Belgium is a UCI and OPCA (alternative collective investment scheme) management company subject to the supervision of the Belgian Financial Services and Markets Authority (FSMA), which has been authorised by that authority to carry out the following activities: administration, promotion and management of portfolio and risk, discretionary portfolio management and investment advice sometimes followed by the receipt and transmission of orders. It is registered with Banque-Carrefour des Entreprises under number 882.221.433.
Geographically, BNPP AM Belgium’s activities are concentrated on the Belgian market.
2. Articles of Association
3. Board of Directors
Composition: The Board of Directors is composed of 10 directors.
Philippe Boulenguiez (Chairman of the Board of Directors), Charles Janssen, Alain Kokocinski, Denis Panel, Pierre Picard, Lut Sommerijns.
Marnix Arickx (CEO), Stefaan Dendauw, Olivier Lafont, Hans Steyaert.
The Board of Directors does not include any legal entity among its members.
The Chairman of the Board of Directors is not a member of the Executive Committee.
Responsibilities: The Board of Directors defines the general strategy of BNPP AM Belgium and supervises the organisation and functions of internal and external control, as well as the activities of the Executive Committee. When exercising its prerogatives, the Board of Directors applies the strategy and recommendations defined by BNP PARIBAS ASSET MANAGEMENT Holding (BNPP AM Holding).
4. Executive Committee
Composition: The Executive Committee is composed of four members.
Marnix Arickx (CEO), Stefaan Dendauw, Olivier Lafont, Hans Steyaert.
Responsibilities: The Executive Committee is responsible for the day-to-day management of BNPP AM Belgium. Any powers not reserved to the Board of Directors or the General Meeting by the Articles of Association are entrusted to the Executive Committee in accordance with the principle of subsidiarity. The Executive Committee performs its management function in accordance with the general strategy defined by the Board of Directors.
5. Key policies & procedures
The purpose of the Markets in Financial Instruments Directive (MiFID) adopted in 2004 (and transposed into Belgian law) is to harmonise European financial market regulations and provide a higher level of protection and transparency for investors in the provision of investment services.
MiFID introduces the obligation to provide a wide range of information to clients, including information on the nature and risks of financial instruments and information on costs and charges associated with investment services (e.g.: categorising clients and conducting a suitability test, implementing rules relating to processing client orders, introducing a best execution policy), implementing a policy on conflicts of interest, etc.).
BNPP AM Belgium has adapted its practices to comply with MiFID.
The main policies of BNPP AM Belgium are presented below.
Conflicts of interest policy
This policy identifies situations that could give rise to conflicts of interest and prejudice the interests of one or more clients. The circumstances that could give rise to a conflict of interest are those in which there could be a conflict (i) between, on the one hand, the interests of BNPP AM Belgium, the BNPP AM group or certain persons related to BNPP AM Belgium or the BNPP AM group and, on the other hand, the obligations of BNPP AM Belgium towards a client; or (ii) between the divergent interests of two or more clients to which BNPP AM Belgium or the BNPP AM group has obligations.
BNPP AM Belgium has put in place permanent procedures to limit or even neutralize the effect of potential conflicts of interest: information protection barriers (‘Chinese walls’), management of confidential data, application of best execution policy, monitoring of personal transactions, control of other business activities, control of gifts and invitations.
In addition, services or activities that could generate harmful conflicts of interest are recorded in a regularly updated database.
Procedure on handling client complaints
This policy defines the procedures for handling and controlling complaints within BNPP AM Belgium. Information relating to the right to make a complaint, including the procedure to be followed in order to file a complaint, is available to clients on the BNPP AM Belgium website.
Complaints received from non-professional clients, whether existing or potential, are dealt with within a strict time frame.
Customers who have a problem or wish to lodge a complaint can contact the Compliance Department, which will contact them within ten working days: AMBE.Complaints@bnpparibas.com. Each complaint is entered in the complaints register, accompanied by a description of the measures that have been taken to remedy the situation. The Compliance Department centralises claim-related information and, where applicable, deals with cases that could not be resolved at the level of the person in charge of the business relationship with the customer.
The complaints handling policy and contact details (e-mail: AMBE.Complaints@bnpparibas.com) are systematically communicated to clients.
Best Selection and Best Execution Policy
BNPP AM Belgium implements a policy of management and equal treatment of its clients, their instructions and the information provided to them. BNPP AM Belgium’s securities transaction services are centralised and managed within BNP Paribas Securities Services, the company in charge of the management and execution of these transactions with brokers or counterparties.
This policy also defines the rules for the selection of brokers and counterparties, the criteria taken into account for transactions, the selection of investment research and advisory services, and the time limits within which best execution controls are carried out.
As a member of the BNP Paribas Group, and more particularly as a direct subsidiary of the French company BNP Paribas Asset Management, BNPP AM Belgium applies the remuneration policy in force for all BNP Paribas Group entities. This policy defines the general principles relating to remuneration: composition of remuneration (fixed and variable), long-term incentive plan, change in fixed remuneration, remuneration process.
A new global remuneration policy, incorporating the principles defined in the AIFMD on the subject, was approved in December 2014 by BNPP AM’s board of directors. This policy has been in force since 1 January 2015.
Personal Transactions Charter
The objective of the personal transaction policy is to preserve the reputation of the BNPP AM Group as a trusted trading partner, and to avoid personal transactions that may result from insider trading, market manipulation, conflicts of interest (see above), misuse or inappropriate disclosure of confidential information.
Specific restrictions apply to employees performing so-called ‘sensitive’ functions.
Market Abuse Policy
The objective of this policy is to prevent and detect transactions and orders which could constitute market abuse and which, if necessary, could lead to the filing of a suspicious transaction report with the competent authorities. The policy applies to all transactions related to financial instruments, whether they are purchases or sales, exchanges, subscriptions, exercise of options, etc.
Whether it be on a personal basis or a professional basis, no BNPP AM Belgium employee is authorised to enter into a transaction if they are in possession of sensitive information, to encourage other persons to use sensitive information or to transmit sensitive information to persons who could use this information as part of insider trading.
Private mandates policy
In order to prevent any conflict of interest and to avoid any reputational damage to BNPP AM Belgium, employees must report the professional activities carried out in a personal capacity and certain other external functions or activities performed in a personal capacity to the Head of the Compliance Department. The Compliance Department will analyse the request and communicate its decision within two weeks.
If an employee of BNPP AM Belgium learns of such information, said employee must inform the head of the Compliance Department.
Gifts & Invitations Procedure
The aim of this policy is to avoid (i) preserving the independence and integrity of the gift recipient and thereby avoiding any risk of reputational damage as well as any potential conflicts of interest that may arise. The term ‘gift’ refers to any type of benefit, privilege, invitation (including to the restaurant), entertainment or more generally any act of donation.
Employees are strictly prohibited from soliciting gifts. An employee may receive or offer a ‘reasonable’ gift, the value of which does not exceed a total of 230 euros per person, per customer and per year.
The Compliance Department may grant exceptions on a case-by-case basis.
This policy is designed to ensure that employees who, in good faith, report a (suspected) case of criminal or unethical conduct will not be considered as being unfair, and they will not suffer repercussions as a result. The concept of ‘criminal or unethical conduct’ includes, but is not limited to, any dishonest, fraudulent, inappropriate, unlawful or negligent professional activity or conduct attributable to a third party; any act contrary to the law or any act not in accordance with applicable policies within BNPP AM entities.
Under this policy, the contentious behaviour must be reported to the relevant line manager. It is also possible to initiate the whistleblowing procedure by contacting the head of the Compliance Department.
Business continuity policy
Business continuity and recovery procedures define measures to reduce the probability that BNPP AM Belgium’s systems will become unavailable, minimise the impact of incidents and ensure a prompt recovery of activities after a disaster.
The risks taken into account in the business continuity policy are the risks associated with the disruption of the business or any event that requires immediate evacuation or creates extreme disruption circumstances.
Patch deliveries and updates are made on a regular basis to ensure that all applications and systems used at data recovery sites benefit from the latest available versions and updates.
Risk management policy
This policy defines the principles and procedures applied by BNPP AM Belgium to prevent and neutralise potential risks in the course of its business.
It concerns in particular investment risks (credit risks, market risks, model Risks).
Credit risks: For financial management teams subject to limits by issuer or counterparty, these limits are specified by the credit risk department; these limits are regularly presented and reviewed by the Credit Risk Committee, and they are entered into the risk system that works in interface with the order processing application.
Market risks: The Risk Management department is responsible for validating any new portfolio structure, monitoring collateral over the life of each portfolio and controlling positions in complex derivative transactions to assist the Investment Compliance department.
Model Risk: The Model Risk service assists the market risk department during the process of validating new portfolios, evaluating complex structured investments, analysing stress scenario calculations and valuing complex swaps and options based on its own pricing models and parameters).