2020 Universal registration document and annual financial report - BNP PARIBAS 59

2CorPorate GovernanCe and internal Control

2

Report on Corporate governance

Social and Environmental Responsibility As part of the extension of its powers, the Corporate governance, Ethics, Nominations and CSR Committee examined the report on the Group s social and environmental responsibility and proposed some amendments and modifications.

The Committee:

■ examined the Group s CSR report and noted that the Group s progress was recognised by extra-financial rating agencies, with overall scores well above the banking average;

■ reviewed the Bank s statement under the British Modern Slavery Act which aims to ensure that the Bank s business activity does not involve slavery or human trafficking. This statement is included in the Group s CSR report;

■ acknowledged the press release published by the Group on 11 May 2020 relating to its coal policy, in which the Group announced its withdrawal from the financing of coal developers;

■ was informed of the Group s diversity and inclusion policy, particularly in terms of gender equality.

The Board of directors:

■ approved the Group s social and environmental responsibility report, including the Extra-Financial Performance Statement, with the amendments proposed by the Committee;

■ approved the Bank s statement on the Modern Slavery Act .

2.f Work performed by the Remuneration Committee and work approved by the Board of directors in 2020

4 5 100% MeetingsNumber of members

Attendance rate

Two members of the Remuneration Committee are also members of the Internal Control, Risk and Compliance Committee promoting therein the work of the Committee on the appropriateness of BNP Paribas compensation principles and risk policy, thus meeting the requirements of the French Monetary and Financial Code.

The Remuneration Committee:

In respect of the year 2019

■ after receiving detailed information on Group employees whose responsibilities within the Bank have a significant impact on the Group s risk profile ( material risk takers ):

■ examined the issues relating to their remuneration;

■ reviewed the final scope of the Group s material risk takers;

■ reviewed the 2020 published report on compensation paid to the Group s material risk takers for 2019;

■ examined the final parameters for determining the variable remuneration package for the Global Markets business line and was informed of the final package awarded and the way in which individual awards were made for this business line;

■ reviewed the list of the highest paid employees in 2019;

■ audited the 2019 compensation of the Group s Head of Risk and Head of Compliance;

■ examined, without the presence of the corporate officers, the quantitative and qualitative performance criteria related to the annual variable compensation of the corporate officers and proposed to the Board to approve their variable compensation for 2019;

■ reviewed the Say on pay files relating to each of the corporate officers of BNP Paribas as well as the information shown in the Corporate governance report concerning, in particular, the total compensation and benefits in kind for all directors and corporate officers of BNP Paribas (SA);

■ was informed of the impacts of the Pacte law, which introduces new disclosure requirements on the compensation of directors and corporate officers of listed companies as from the 2020 Shareholders Annual General Meeting, including the publication of the compensation multiple for corporate officers;

■ acknowledged the principles of the remuneration policy, actual compensation, allowances and benefits in kind granted for the 2019 performance year to the corporate officers and the Heads of Risk and Compliance of Group subsidiaries that meet the threshold set by law and that have delegated these missions to the Committee;

■ reviewed the resolution on compensation paid to the Group s material risk takers that is subject to an annual advisory vote at the Shareholders Annual General Meeting;

■ was informed of the summary of the General Inspection report concerning the implementation of the review of material risk takers compensation in respect of 2019;

In respect of the year 2020

■ reviewed the scope of the Group s material risk takers identified as an initial estimate in respect of 2020;

■ examined the rules on deferred compensation and the variable compensation payment terms applicable to the Group s material risk takers in 2020;

■ examined the initial parameters used to determine the variable compensation package for Global Markets employees for the 2020 performance year;