Universal registration document and annual financial report 2020

2020 Universal registration document and annual financial report - BNP PARIBAS60

2 CorPorate GovernanCe and internal Control

Report on Corporate governance

The Board:

■ was informed of all the Remuneration Committee s work;

■ examined and approved, without the presence of the Chief Executive Officer and the Chief Operating Officer, the assessment made by the Committee of the quantitative and qualitative criteria related to the annual variable compensation of the corporate officers for the performance year 2019;

■ ensured that the change in the variable compensation of executive corporate officers was appropriate;

■ approved the Say on Pay files for the financial year 2019 for the corporate officers as well as the information included in the Corporate governance report concerning, in particular, total remuneration and benefits in kind for all directors and corporate officers of BNP Paribas (SA), to be submitted to the vote of the Shareholders Annual General Meeting;

■ considered that the existing compensation mechanisms for the Group s regulated population and corporate officers make it possible to moderate the amounts paid in the event of a crisis;

■ heard the Committee Chairman s report on the appropriateness of the compensation of the Heads of Risk and Compliance for the 2019 performance year;

■ was informed by the Committee Chairman of the approach used to identify those employees whose professional activities have a significant impact on the Company s risk profile and the principles for their remuneration as proposed by Executive Management for the 2020 performance year;

■ approved, without the presence of the Chief Executive Officer and the Chief Operating Officer, the remuneration policy for directors and corporate officers for the financial year 2020;

■ approved the individual split of the remuneration allocated to the directors and that allocated to the non-voting member for the financial year 2020;

■ approved as from the financial year 2021 the proposed modification of the terms and conditions to compensate directors in the case of scheduled meetings of the Board of directors held by videoconference or telecommunication means;

■ approved the changes to the Group s remuneration policy as from the financial year 2021;

■ approved the submission to the vote of the Shareholders Annual General Meeting of 18 May 2021 to increase the global amount of directors' remuneration from EUR 1.3 million to EUR 1.4 million as of that date.

■ reviewed the remuneration policy applicable to directors and corporate officers regarding performance in respect of the 2020 financial year;

■ examined the impact of the health crisis on the compensation of the Group s regulated population and that of corporate officers and proposed that the Board consider that the current variable compensation structure (i) would strongly impact the amounts that would be actually paid to the MRTs and executive corporate officers both for 2019 and in the longer term, (ii) fulfils the objective initially set and (iii) responds to the desire for restraint expressed by the authorities;

■ renewed the terms and conditions of directors compensation in an identical manner and reviewed the distribution of directors remuneration and the individual amount allocated to each director for the financial year 2020 on the basis of the verification of the directors actual attendance at Board and Committee meetings as well as the amount allocated to compensate the non-voting member based on his actual attendance;

In respect of the year 2021

■ reviewed the changes to the Group s remuneration policy, mainly reflecting the provisions relating to the European CRD 5 directive applicable from the 2021 financial year and proposed that the Board approve the amended policy;

■ proposed to the Board, as from the financial year 2021, to modify terms and conditions of the directors and the non-voting member s remuneration by aligning the variable portion paid to all the directors at EUR 3,000 when the scheduled Board of directors meetings take place by way of videoconferencing or telecommunication means;

■ proposed to the Board to submit to the vote of the Shareholders Annual General Meeting of 18 May 2021 the increase in the global amount of directors remuneration from EUR 1.3 million to EUR 1.4 million, an increase in proportion to the expansion of the Board of directors due to the appointment of the director representing the employee shareholders (ARSA) as from that date. This increase will be capped for the financial year 2021 in proportion to the attendance of the ARSA.