2020 Universal registration document and annual financial report - BNP PARIBAS 75

2CorPorate GovernanCe and internal Control

2

Report on Corporate governance

Lastly, the remuneration of each corporate officer is subject to a second ex post vote on the total remuneration or benefits in kind paid during the previous year or awarded in respect of the same year (the information relating to this remuneration is outlined in tables 1a and b, 2a and b and 3a and b on pages 82 et seq). The variable components of remuneration awarded to the corporate officers in respect of the previous year can only be paid after they have been approved by the Annual General Meeting on the basis of this second vote.

REMUNERATION POLICY FOR DIRECTORS AND CORPORATE OFFICERS SUBMITTED FOR SHAREHOLDERS EX ANTE APPROVAL, IN ACCORDANCE WITH ARTICLE L.22-10-8 OF THE FRENCH COMMERCIAL CODE, AT THE ANNUAL GENERAL MEETING ON 18 MAY 2021 In this report, the Board of directors provides details of the fixed and variable components of total remuneration and benefits in kind, attributable to the directors, the Chairman of the Board of directors, the Chief Executive Officer and the Chief Operating Officers for their corporate offices within BNP Paribas (SA), over a three-year period.

The term of office of Philippe Bordenave as Chief Operating Officer will expire at the end of the Shareholders Annual General Meeting to be held in 2021. Two new Chief Operating Officers, respectively in charge of the CIB scope and the Retail Banking scope, will take office as from that same date.

The elements of the remuneration policy presented below are the subject of resolutions submitted for the approval of the Annual General Meeting of Shareholders voting under the quorum and majority conditions required for Ordinary Annual General Meetings. If the Annual General Meeting does not approve these resolutions, the previous remuneration policy, already approved by the Annual General Meeting of 19 May 2020, will continue to apply. In this case, the Board of directors will submit for the approval of the next Annual General Meeting a draft resolution outlining an amended remuneration policy, indicating how the shareholders vote was taken into account and, where appropriate, the opinions stated during the Annual General Meeting.

The remuneration policy for the directors and corporate officers complies with applicable legislation and regulations, the Afep-Medef Code and the BNP Paribas Code of conduct. The policy, as detailed below (in particular the performance criteria), is aligned with the Company s corporate interest, contributes to the commercial strategy as well as the sustainability of the Company and takes into consideration the compensation and employment conditions of the employees within the Company.

Without prejudice to the powers of the Annual General Meeting in this respect, the determination of the remuneration of directors and corporate officers is the responsibility of the Board of directors and is based on proposals from the Remuneration Committee, which drafts the decisions which the Board of directors approves regarding remuneration. In particular, the Remuneration Committee annually reviews the remuneration, compensation and benefits in kind granted to the Company s directors and corporate officers. This Committee is made up of three independent members who have experience of remuneration systems and market practices in this area and includes a director elected by employees.

Measures aimed at avoiding and managing conflicts of interest are established in the Internal Rules of the Board of directors as well as the policy on the suitability of Members of the management body and Key function holders. Corporate officers are not present during the discussions of the Board of directors and the Remuneration Committee regarding their own compensation.

The remuneration of corporate officers takes account, in its principles, of the following objectives:

■ alignment with the Bank s social interest and with that of its shareholders:

■ consistency with a medium to long-term outlook, especially in terms of the growth of the Bank s value, good risk management and the relative performance of its share,

■ integration of extra-financial assessment criteria,

■ by taking into account CSR aspects to determine the remuneration (for the portion aligned with the CSR objectives considered for certain employees),

■ guaranteeing sufficient variability in the amounts allocated to reflect changes in the Bank s results without weighing too heavily on fixed expenses;

■ the transparency of compensation:

■ all components (fixed, annual variable, multi-annual variable) are used in the overall assessment of the remuneration,

■ balance between the components of remuneration, which must contribute to the general interest of the Bank and reflect best market practices and legal and regulatory constraints,

■ the rules must be stable, strict and intelligible;

■ remuneration that is sufficiently attractive to facilitate the selection of profiles that are particularly competent in the Group s business areas.

I. Directors remuneration In accordance with the law, the global amount of directors remuneration is set by the Shareholders Annual General Meeting.

The individual amount of directors remuneration is determined by the Board of directors pursuant to a proposal of the Remuneration Committee. It consists of a fixed portion and a portion based on actual participation in meetings, regardless of the means. Directors residing abroad receive an increased amount, except where they may participate in meetings of the Board of directors by videoconference or telecommunications means. Additional remuneration is paid for actual participation in committees. Committee members receive this additional remuneration for their participation in each different committee.

At the end of the year, the Remuneration Committee examines the allocation of directors remuneration and the amount paid to each of them in respect of the year on the basis of an audit of director s actual attendance at Board and committee meetings. Where applicable, the remainder of the global amount fixed by the Annual General Meeting is allocated in proportion to the amount paid to each director. In the event of an additional extraordinary meeting of the Board or committees, the amount of the remuneration due to each director is adjusted in proportion to the amounts paid to each director.

The Board of directors then approves the individual distribution of the directors remuneration in respect of the year and its payment to the directors (subject to the provisions of article L.22-10-34 I of the French Commercial Code).