2020 Universal registration document and annual financial report - BNP PARIBAS46

2 CorPorate GovernanCe and internal Control

2

Report on Corporate governance

2.1.2 BNP PARIBAS CORPORATE GOVERNANCE

The Corporate governance Code that BNP Paribas referred to on a voluntary basis in this report is the Corporate governance Code for Listed Companies, published by the French employers organisations, Association Française des Entreprises Privées (Afep) and the Mouvement des Entreprises de France (Medef). BNP Paribas declares that it complies with all of the recommendations of this Code, hereinafter referred to as the Corporate governance Code or Afep-Medef Code, which can be viewed on the BNP Paribas website (http://invest.bnpparibas.com/en), the Afep website (http://www.afep.com/en) and the Medef website (http://www.medef.com/en).

The detailed rules on the participation of shareholders at the Shareholders Annual General Meeting are laid out in article 18, Title V Shareholders Meetings , of BNP Paribas Articles of association published in the Universal registration document in the section Founding Documents and Articles of association. Moreover, a summary of these rules and a report on the organisation and running of the Shareholders Annual General Meeting of 19 May 2020 are provided in the BNP Paribas and its shareholders section of said document.

In addition to the above, BNP Paribas is governed in accordance with French and European banking regulations, and the guidelines issued by the European Banking Authority (EBA) and is subject to permanent supervision of the European Central Bank (ECB) pursuant to the Single Supervisory Mechanism (SSM).

1. PRINCIPLES OF GOVERNANCE The Internal Rules adopted by the Board of directors define the duties of the Board and of its specialised committees. They are updated periodically to comply with current laws, regulations and market guidelines, and to keep pace with best practice in the area of corporate governance.

The Internal Rules were extensively revised in 2015 to reflect the provisions of Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (hereinafter the CRD 4 ), then amended in October 2016 with, in particular, the development of three procedures applicable to non-executive directors (number of directorships; conflicts of interest; identification, selection and succession of directors). In 2018, the Internal Rules were revised once again and the three existing procedures were replaced by a Suitability policy for Members of the management body and Key function holders, hereinafter Suitability policy . The proposed amendments comply with the Afep-Medef Code, revised in January 2020, the EBA Guidelines on both internal governance and the assessment of the suitability of members of the management body and key function holders (the Fit and Proper Guidelines ) published on 26 September 2017 and applicable from 30 June 2018 and the Ordinance No. 2017-1162 of 12 July 2017. These documents and the Bank s Articles of association were updated, a part of which was approved by the Annual General Meeting of 19 May 2020, in order to harmonise them with the provisions of the Pacte law of 22 May 2019 and are included in this report.

The Group Code of conduct, approved by the Board of directors, was introduced in 2016.

Code of conduct (article 1.2 of the Internal Rules)

The Board of directors and Executive Management of BNP Paribas share the conviction that the success of the Bank depends on the behaviour of each employee. The Code of conduct sets out the rules to uphold our values and perform the Bank s missions. This Code, which shall be integrated by each business line and each employee,

governs the actions of each employee, and guides the decisions at every level of the organisation. For this purpose, the Board ensures the Executive Management implements this Code into business lines, countries and regions .

Note that the Internal Rules emphasise the collegial nature of the Board of directors, which jointly represents all shareholders and must act in the Company s best interest at all times. It details the Board responsibilities (article 1).

The Board of directors is backed by four specialised committees (the Financial Statements Committee, the Internal Control, Risk and Compliance Committee, the Corporate governance, Ethics, Nominations and CSR Committee, the Remuneration Committee) as well as any ad hoc committees. The Internal rules detail each committee s missions, in line with the provisions of the CRD 4 and EBA Guidelines. They provide for joint meetings between the Financial Statements Committee and the Internal Control, Risk and Compliance Committee whenever required.

Neither the members of the Executive Management nor the Chairman of the Board of directors have sat on any Committee since 1997.

As far as the Board is aware, no agreement has been entered into directly, or through an intermediary, between on the one hand, one of BNP Paribas directors and corporate officers and, on the other, another company in which BNP Paribas owns, directly or indirectly, over half the share capital (article L.225-37-4 paragraph two of the French Commercial Code), without prejudice to any agreements relating to current operations concluded under normal conditions.

The Internal Rules and Suitability policy mentioned above have been adopted by the Board of directors and are included in this report.