2020 Universal registration document and annual financial report - BNP PARIBAS 47
2CorPorate GovernanCe and internal Control
2
Report on Corporate governance
The Board of directors (on 31 December 2020) Chairman: Jean Lemierre
Financial Statements Committee
(CdC)
Internal Control, Risk Management and
Compliance Committee (CCIRC)
Corporate Governance, Ethics, Nominations and CSR Committee (CGEN)
Remuneration Committee (CR)
Members Members Members Members Denis Kessler (C) (i) Jacques Aschenbroich (i) Wouter De Ploey (i) Sandrine Verrier (ii) Fields Wicker-Miurin (i)
Joint meetings of the CdC and the CCIRC Chairman: Denis Kessler (i)
Comité des comptes (CdC)
Missions Examining the mission plan of the General Inspection and the audit plan of the Statutory Auditors and preparing the work of the Board on the assessment of the risk policies and risk management measures
Dealing with the common issues relating to the risk policies and their nancial impacts
Michel Tilmant (C) (i) Monique Cohen (i) Hughes Epaillard (ii) Rajna Gibson-Brandon (i) Fields Wicker-Miurin (i)
Monique Cohen (C) (i) Pierre-André de Chalendar (i) Marion Guillou (i) Daniela Schwarzer (i)
Pierre-André de Chalendar (C) (i) Hughes Epaillard (ii) Marion Guillou (i) Fields Wicker-Miurin (i)
Missions Missions Missions Missions Monitoring the preparation of the nancial information
Monitoring the efciency of the Internal Control systems and of risk management systems regarding accounting and nancial matters
Monitoring the statutory auditing of the annual nancial statements and of the consolidated nancial statements by the Statutory Auditors as well as the independence of the Statutory Auditors
Reviewing the global strategy concerning risks
Monitoring the remuneration principles in relation to risks
Reviewing issues relating to Internal Control and compliance
Reviewing the prices of products and services in relation to the risk strategy
Annual review of the principles that underpin the Group s remuneration policy
Annual review of the remuneration, allowances and benets in kind granted to the directors and corporate ofcers of the Company and of the Group s major French subsidiaries
Annual review of the remuneration of the Group s regulated staff categories
Control of the remuneration of the Head of the Risk Management Function and Head of Compliance
(C) Chairman. (i) Independent director according to the
provisions of the Afep-Medef Code. (ii) Director elected by employees.
Missions and controls in the following areas: Orientations and strategic operations CSR promotion Governance, Internal Control and nancial statements Supervision of risk management Financial communication Remuneration Preventive recovery plan Monitoring the application of the Code of conduct
Oversight and monitoring of the compliance of governance principles with changes in regulations and best practice in the area of corporate governance
Identication of, selection of, and succession plan for directors and committee members
Assessment of the Board of directors
Periodic review of the selection of, appointment of and succession process for corporate ofcers
Monitoring Executive Management s application of the Suitability policy for Key function holders under EBA guidelines
Assessment of corporate ofcers
Appraising the independence of the directors
Maintaining the general balance of the Board of directors
Regular monitoring of updates to the Code of conduct
Monitoring CSR issues (Group s contribution to economic, sustainable, and responsible development)
Each committee is composed of members with expertise in the relevant areas and complies with the provisions of the French Monetary and Financial Code and the recommendations of the Afep-Medef Code. Thus,
■ most of the members of the Financial Statements Committee have qualifications and experience in company s financial management, accounting and financial information. In consideration of his financial skills, reinforced by his position as Chief Executive Officer of SCOR, a major international reinsurance company, Denis Kessler is Chairman
of the Committee. Given the length of his term of office, Denis Kessler did not wish to seek the renewal of his term of office, which expires at the end of the Annual General Meeting of 18 May 2021. The Board of directors will appoint a new Chairman;
■ most of the members of the Internal Control, Risk and Compliance Committee having particular expertise in financial matters and in the area of risk through their training or experience. Its Chairman has international experience in banking management. One of its members
