2020 Universal registration document and annual financial report - BNP PARIBAS74

2 CorPorate GovernanCe and internal Control

2

Report on Corporate governance

VII. Induction and training of the Members of the management body

The Members of the Company s management body shall possess, both individually and collectively, the expertise, experience, skills, understanding, and personal qualities necessary, specifically in terms of professionalism and integrity, to properly perform their duties in connection with each of the significant activities of the Company, guaranteeing effective governance and supervision.

The Members of the management body shall maintain their knowledge in the following fields: finance and banking, risk management, regulations applicable to the Company, and, more broadly, any field related to the development and strategy of the Company.

The Company shall dedicate the human and financial resources required for the training of the Members of the management body. With this aim,

annual training courses are administered by the managers of the topics presented, and strategy seminars are held.

In addition to the training courses mentioned above, any director may request additional training. For this purpose, he or she shall initiate a dialogue with the Chairman and the SCA, who shall determine the arrangements for the requested training.

The directors representing employees and the directors representing employee shareholders are given time dedicated to training determined by the Board, in accordance with the laws in force. At the end of the training, the training centre chosen by the Board must issue a certificate of regular attendance, which the director representing employees and the director representing employee shareholders must give to the Secretary of the Board.

The Board of directors shall ensure that new directors meet with the Key function holders.

2.1.3 REMUNERATION AND BENEFITS AWARDED TO THE DIRECTORS AND CORPORATE OFFICERS

The provisions of the French Commercial Code provide for ex ante approval each year by the Ordinary General Meeting of the remuneration policy for directors and corporate officers. The remuneration policy for directors and corporate officers at BNP Paribas is presented below on pages 75 to 80.

The remuneration of these same directors and corporate officers is also subject to the ex post vote of the Ordinary General Meeting on the information on remuneration referred to in article L.22-10-9 I of the

French Commercial Code (this information is set out below on pages 81 et seq). When the Annual General Meeting does not approve these items, the Board of directors submits an amended remuneration policy, taking into account the shareholders vote, for the approval of the next Annual General Meeting. The payment of directors remuneration for the current year is suspended until the amended remuneration policy is approved. When the payment is reinstated, payments are backdated to the last Annual General Meeting.

Pursuant to article L.22-10-12 of the French Commercial Code, the Board of directors has put in place a procedure to evaluate on a regular basis whether agreements covering current operations and agreed on an arm s length basis (so-called free agreements) meet these conditions.

This procedure covers agreements concluded between BNP Paribas and the directors, the Chairman, the Chief Executive Officer and the Chief Operating Officer or natural persons closely associated with them, their holding companies and legal entities in which they have an interest (directorship or equity holding).

The procedure has two components:

■ Agreements between BNP Paribas and the natural persons or holding companies mentioned above:

Each year, the Bank reviews the list of agreements entered into between BNP Paribas and the natural persons or asset holding companies mentioned above. The Compliance function ensures that these agreements do cover current operations and are concluded

under normal conditions and prepares a report that it sends to the Secretary of the Board of directors.

■ Agreements between BNP Paribas and legal entities (other than holding companies) mentioned above:

This procedure relies upon existing policies (such as the Code of conduct or Customer Interests Protection Policy ) and also provides for:

■ the declaration by the directors and corporate officers of the legal entities with which they are associated;

■ the verification by the Bank of any business relationships between each of these legal entities;

■ in-depth monitoring of agreements identified using a risk-based approach.

A report is prepared for each of these elements and submitted every year to the CGEN which informs the Board of directors.

DESCRIPTION OF THE PROCEDURE FOR CURRENT AGREEMENTS ENTERED INTO UNDER NORMAL CONDITIONS