2020 Universal registration document and annual financial report - BNP PARIBAS 57

2CorPorate GovernanCe and internal Control

2

Report on Corporate governance

■ continued to monitor the implementation of the remediation plan initiated in 2014 at the US authorities request (commitments made by BNP Paribas to control activities carried out in US dollars);

■ continued to monitor the outcome of the General Inspection review of remediation;

■ was informed of the way in which the audit plan for the financial year 2020 had been adjusted in the context of the health crisis;

■ was informed of the changes related to the adoption in October 2019 of the final Volcker rule called Volcker 2.0 , which includes reductions in the obligations relating to proprietary trading activities and its impact on the Group s Compliance program;

■ regularly reviewed the fines imposed on the Bank by supervisors.

The Board:

■ was informed of all the Committee s work on internal control, risks and compliance;

■ approved the section of the management report on 2019 internal control;

■ approved the forwarding to the ACPR of the compliance and periodic control sections of the internal control report;

■ approved the forwarding to the ACPR of reports on the organisation of internal control systems on anti-money laundering and terrorism financing, as well as on asset freezing;

■ heard the results of the work done based on a report drawn up for the assessment and monitoring of risks in 2019; confirmed that the report on the assessment and monitoring of risks had been forwarded to the ACPR;

■ approved the recovery plan, the updated version of which was submitted to the ECB;

■ reviewed the modifications made to the resolution documents, of which the updated version was submitted to the ACPR;

■ was informed of legislative work on the Bank resolution carried out by the European authorities;

■ acknowledged the impacts on the Group s policy on the changes related to the adoption in October 2019 of the final Volcker rule called Volcker 2.0 .

Ad hoc work The Internal Control, Risk and Compliance Committee:

■ was informed of the AMF control report on the governance of EMIR (European Market Infrastructure Regulation) reporting and the remediation plan prepared by Compliance;

■ acknowledged the mission of the Banque Nationale de Belgique on the anti-money laundering system (AML) of BNP Paribas Fortis.

The Board:

■ was informed of the review by the Committee of the remediation plan prepared by Compliance following the AMF control report on the governance of EMIR reporting.

The Committee interviewed the heads of the Risk, Compliance, General Inspection and Legal Functions, without the presence of Executive Management, and considered the impact of the health crisis on the organisation and missions of these functions.

The Board:

■ heard the report of the interviews.

2.e Work performed by the Corporate governance, Ethics, Nominations and CSR Committee and work approved by the Board of directors in 2020

MeetingsNumber of members Attendance

rate 4 6 100%

Changes in the membership of the Board and its specialised committees The Governance, Ethics, Nominations and CSR Committee:

■ examined the expiry dates of the directors terms of office and proposed that the Board submit to the vote of the Shareholders Annual General Meeting the renewal of the terms of office expiring in 2020, namely those of Jean Lemierre, Jacques Aschenbroich, Monique Cohen, Daniela Schwarzer and Fields Wicker-Miurin;

■ proposed the reappointment of Jean Lemierre as Chairman of the Board of directors;

■ reviewed, on the proposal of the Chief Executive Officer, the extension of the term of office of Philippe Bordenave, the Chief Operating Officer, for one year, i.e. until the Shareholders Annual General Meeting in 2021, in accordance with the option provided for in Article 16 of the Articles of association;

■ reviewed the position of each of the directors and proposed to the Board to appoint:

■ Fields Wicker-Miurin as a joint member of the CCIRC and the Financial Statements Committee, subject to the renewal of her term of office at the Annual General Meeting of 19 May 2020, replacing Marion Guillou. Fields Wicker-Miurin remains a member of the Remuneration Committee,

■ Marion Guillou as a member of the Remuneration Committee;

■ examined the situation of directors asked to take up corporate offices outside the Group, as provided for in the Suitability policy;

■ examined the report on the current agreements entered into between BNP Paribas and the directors in accordance with the procedure relating to current agreements concluded under normal conditions approved in 2019 by the Board.