2020 Universal registration document and annual financial report - BNP PARIBAS 69
2CorPorate GovernanCe and internal Control
2
Report on Corporate governance
I. Background and definitions
a. Background The purpose of the Policy on the suitability of Members of the management body and Key function holders is, while complying with the legal and regulatory provisions applicable to the Company, to specify and detail the procedures for implementing the provisions of the Internal Rules and of the regulations applicable to BNP Paribas in the French Monetary and Financial Code (hereinafter CoMoFi ), the European Banking Authority ( EBA ) Guidelines on the assessment of the suitability of members of the management body and key function holders (the Fit and Proper Guidelines ) published on 26 September 2017, and on Internal Governance, from the comply or explain process (defined below).
Pursuant to these provisions, these guidelines cover the following topics:
II. Identification of, selection of, and succession plan for Members of the management body and Key function holders:
a. Identification of, selection of, and succession plan for directors,
b. Identification of, selection of, and succession plan for the Chief Executive Officer and Chief Operating Officer(s),
c. Identification of, selection of, and succession plan for Key function holders;
III. Independence of mind and management of conflicts of interest of the Members of the management body:
a. General principles,
b. Cases of conflicts of interests,
c. Management of conflicts of interests;
IV. Compliance with the rules on limitation of directorships and on availability of the Members of the management body:
a. Compliance with rules when appointing a Member of the management body,
b. Compliance with rules while holding directorship as a Member of the management body;
V. Good repute, honesty, and integrity of the Members of the management body;
VI. Diversity of the Members of the management body and collective competence of the Board of directors;
VII. Induction and training of the Members of the management body.
These guidelines are approved by the Board of directors. Updates shall also be submitted for approval to the Board of directors.
b. Definitions Members of the management body means the directors, the Chief Executive Officer, and the Chief Operating Officer(s).
Key function holders means, for the purposes of the Fit and Proper Guidelines, the Chief Financial Officer, the Head of Compliance, the Head of RISK and the Head of the General Inspection, the Head of Legal, the Head of Human Resources, and the individuals to whom the Company has decided to confer the title of Deputy Chief Operating Officers.
Fit and Proper means the assessment conducted by BNP Paribas on the collective suitability of the Board and of the relevant individuals with regard to the following criteria:
■ knowledge, skills and experience;
■ good repute, honesty, and integrity;
■ independence of mind;
■ compliance with the rules on limitation of directorships and on availability.
Comply or explain process means the procedure in the Single Supervisory Mechanism by virtue of which the European Central Bank ( ECB ) and the competent national authorities announce their intention to comply, fully, partially, or not at all, with the guidelines issued by that authority.
Company means BNP Paribas.
CGEN means the Governance, Ethics, Nominations and CSR Committee of BNP Paribas.
SCA means the Secretariat of the Board of directors of BNP Paribas.
II. Identification of, selection of, and succession plan for Members of the management body and Key function holders
a. Identification of, selection of, and succession plan for directors
The CGEN is tasked with the identification of the persons that are likely to be appointed as directors, regardless of their role on the Board of directors, to establish and to maintain at all times a list of these persons, which will be periodically monitored by the CGEN, without precisely determining the circumstances requiring their nomination to the Board of directors.
Identification by the CGEN of the persons likely to be appointed as directors The CGEN shall identify and recommend to the Board of directors candidates suitable for the non-executive directorship of director, with a view to proposing their candidacy to the General Meeting. In the determination of the potential candidates, the CGEN assesses the balance of skills, experience, diversity, as well as the integrity and the capacity of understanding the stakes and the risks, both personal and collective, of the members of the Board. It ensures, furthermore, that the candidates are able to act objectively, critically and independently, notably with respect to other directorships they hold, that they have the courage necessary to express their thoughts and their judgements, sufficient availability to have a strong commitment in their duties and the objectivity indispensable for their directorship and, lastly, the desire to protect the interests of the Company and ensure its proper running.
The CGEN specifies the missions and the necessary qualifications for the duties to be carried out within the Board of directors and calculates the time to be devoted to such duties.
For the purposes of identifying the candidate, the CGEN,
■ on the one hand, mandates, if it wishes so, one or several specialised agencies in the research for independent directors with the meaning of the provisions provided in Afep-Medef Code; this or these specialised agencies are selected further to a tender organised in coordination with the SCA;
■ on the other hand gathers inputs on this from other Board members.
GUIDELINES ON THE ASSESSMENT OF THE SUITABILITY OF MEMBERS OF THE MANAGEMENT BODY AND KEY FUNCTION HOLDERS
