2020 Universal registration document and annual financial report - BNP PARIBAS58

2 CorPorate GovernanCe and internal Control

2

Report on Corporate governance

The Board:

■ proposed that the Shareholders Annual General Meeting renews the terms of office of the directors in question;

■ approved the reappointment of Jean Lemierre as Chairman of the Board of directors effective immediately following the Annaul General Meeting of 19 May 2020;

■ approved the extension of the term of office of Philippe Bordenave, Chief Operating Officer, i.e. until the Annual General Meeting in 2021;

■ appointed with immediate effect after the Annual General Meeting of 19 May 2020 the directors proposed as members of the various committees;

■ concluded that all the agreements that were examined are in fact current agreements concluded under normal conditions.

Governance The Governance, Ethics, Nominations and CSR Committee:

■ reviewed the updated pool of potential directors;

■ examined and discussed with the director and Chief Executive Officer the principles of the reorganisations expected in the Group over the next two years, particularly in the context of the succession of the Chief Operating Officer whose term expires in May 2021;

■ proposed that the Board approve the gender balance target of 40% on the Group s Executive Committee by 2025 on the basis of the implementation terms and the action plan presented by Executive Management;

■ checked on the skills of Key function holders with the Human Resources Department;

■ was informed of the implementation and outcome of the controls related to the Corporate governance Policy applicable to all subsidiaries within BNP Paribas prudential consolidation scope;

■ took note of the minutes of the Nominations Committees of the subsidiaries with a balance sheet total of over EUR 5 billion;

■ was informed of the content of exchanges between the Chairman of the Board of directors and investors about the Bank s governance;

■ examined the report on Corporate governance with respect to 2019; it recommended approval by the Board of directors.

The Board:

■ approved the gender balance target of 40% on the Group s Executive Committee by 2025(1) on the basis of the implementation terms and the action plan presented by Executive Management. Executive Management will annually inform the Board of the outcomes;

■ approved the Corporate governance report for 2019.

(1) See Chapter 7 - page 572 for more détails.

Assessment of the Board of directors The Committee:

■ acknowledged the results of the 2019 internal assessment of the Board of directors. The assessment confirmed the directors satisfaction with the way in which the Board operates and the quality of the Chairman s discussions. It noted the professionalism of the management team, the quality of the Board and the complementarity of its members;

■ it monitored the implementation of the action plan arising from the assessment conducted in 2019. This resulted in (i) regular discussions within the Committee and the Board on the succession process for corporate officers and holders of key positions in the Group, (ii) an in- depth look at IT issues, particularly on cybersecurity via consultations with the Chief Executive Officer and the Chief Information Officer (CIO);

■ proposed an action plan to the Board that was in keeping with the action plan set out the previous year, in particular:

■ (i) continuing discussions with the Group s operational managers, in particular the CIO,

■ (ii) deepening the understanding of CSR topics and those related to operational risk,

■ (iii) changes in and the composition of the shareholder base.

The Board approved the action plan following the 2019 assessment.

■ In addition, in accordance with the 2014 Board decision, the 2020 assessment will be conducted by an outside firm. The Committee selected the firm following a call for tenders and validated the content of the questionnaire proposed for the completion of the Board of directors assessment. This questionnaire includes aspects relating to the functioning of the Board during the health crisis.

The Board approved the choice of the firm to conduct the assessment for the year 2020.

Code of conduct The Corporate governance, Ethics, Nominations and CSR Committee, in accordance with its powers, dedicated a session to examining the implementation of the Code of conduct within the subsidiaries and the Group s geographical regions. In particular, it was informed of the Covid-19 health crisis-related consequences which contributed to strengthening the conduct dimension with the widespread use of remote working, the acceleration of digitisation and the change in interactions with customers.

The Board of directors continued to monitor the deployment of the Code of conduct within the Group s subsidiaries and geographical areas.

Remuneration of directors and the non-voting member In light of the Remuneration Committee s approval of the allocation of remuneration paid to individual directors for 2020, the Corporate governance, Ethics, Nominations and CSR Committee examined the actual attendance of each director and of the non-voting member at the Committees and Board in 2020.