2020 Universal registration document and annual financial report - BNP PARIBAS88
2 CorPorate GovernanCe and internal Control
2
Report on Corporate governance
■ his involvement in the improvement and sustainable transformation of the Group s information systems to ensure the continuity of BNP Paribas services during the health crisis through remote working and high-performance telecommunications, while improving the systems aimed at countering more widespread cyber-attacks in the context of the pandemic;
■ his role in the operational integration of Deutsche Bank s prime brokerage activities according to the terms initially agreed;
■ his monitoring of the implementation of the Group s CSR policy commitments;
■ his involvement in the reviews requested by the SSM teams in connection with the health crisis.
Summary After taking into account all the criteria used to set annual variable remuneration, and the evolution of the Group s operating results, the Board of directors, on the proposal of the Remuneration Committee, set the variable remuneration awarded in respect of 2020 at:
EUR 1,479,214 for Jean-Laurent Bonnafé (representing 94.7% of his target variable remuneration);
EUR 947,000 for Philippe Bordenave (representing 94.7% of his target variable remuneration).
The result in respect of each criterion is set out in the following table:
Terms and conditions of payment a) The payment terms for variable remuneration of BNP Paribas
Group corporate officers in respect of 2020, in accordance with the provisions of the French Monetary and Financial Code and the EBA s 21 December 2015 Guidelines on remuneration policy are:
■ 60% of variable remuneration is deferred over five years, at the rate of one-fifth per year;
■ half of the non-deferred portion of the variable remuneration is paid in May 2021, subject to the approval of the Shareholders Annual General Meeting under the terms provided for by article L.22-10-34 II of the French Commercial Code; and half in March 2022, indexed to the performance of the BNP Paribas share since the award;
■ the deferred portion of the variable remuneration will be paid in fifths starting in 2022. Each payment will be made half in March every year, and half in March of the following year, indexed to the performance of the BNP Paribas share since the award. The last payment in respect of 2020 will therefore be made in March 2027.
b) In addition, the annual payment of the deferred variable remuneration is subject to the condition that the ROE before tax of the Group for the year preceding the payment is greater than 5%.
The Board of directors noted that this performance condition was met in 2020; accordingly, deferred remuneration payable in 2021 in respect of previous plans will be paid.
Details relating to the conditional long-term incentive plan (LTIP) covering a five-year period LTIP amounts awarded in 2021 In accordance with the remuneration policy and on the proposal of the Remuneration Committee, the Board of directors set the LTIP amounts to be awarded in 2021.
The amount awarded under the LTIP is equal to the target annual variable remuneration for 2020.
LTIP awarded on 4 February 2021 (in euros) Total awarded(*) Fair value of the
amount awarded(**)
Jean-Laurent Bonnafé 1,562,000 649,636
Philippe Bordenave 1,000,000 415,900
(*) See explanations above. (**) Fair value in accordance with the IFRS standards of 41.59% of the amount awarded. The calculation is carried out by an independent expert.
In euros
Criteria related to Financial Performance
CSR performance
criteria Qualitative
criteria
Variable with respect
to 2020
Reminder of target variable
remuneration
BNPA(2)
Gross Operating Income(3)
Group Group
Jean-Laurent Bonnafé Weighting(1) 37.50% 37.50% 10.00% 15.00%
Measurement(1) 32.07% 37.63% 10.00% 15.00% 1,479,214 1,562,000
Philippe Bordenave Weighting(1) 37.50% 37.50% 10.00% 15.00%
Measurement(1) 32.07% 37.63% 10.00% 15.00% 947,000 1,000,000
(1) As a percentage of target variable remuneration. (2) Ratio of earnings per share (EPS) for the year to earnings per share for the previous year. (3) Achievement of target Gross Operating Income (GOI).
