452019 Universal registration document and annual financial report - BNP PARIBAS
2CorPorate GovernanCe and internal Control
2
Corporate governance report
The Board of directors (on 31 December 2019) Chairman: Jean Lemierre
Missions and controls in the following areas:
Financial Statements Committee (CdC)
Comité des comptes (CdC)
Internal Control, Risk Management and Compliance
Committee (CCIRC)
Corporate Governance, Ethics, Nominations and CSR
Committee (CGEN) Remuneration Committee
(CR)
Members Members Members Members Denis Kessler ( ) (i Jacques Aschenbroich (i) Wouter De Ploey (i) Sandrine Verrier (ii) Fields Wicker-Miurin (i)
Joint meetings of the CdC and the CCIRC Chairman: Denis Kessler (i)
Comité des comptes (CdC)
Missions Examining the mission plan of the General Inspection and the audit plan of the Statutory Auditors and preparing the work of the Board on the assessment of the risk policies and risk management measures
Dealing with the common issues relating to the risk policies and their nancial impacts
Michel Tilmant (C) (i) Monique Cohen (i) Hugues Epaillard (ii) Rajna Gibson-Brandon (i) Marion Guillou (i)
Monique Cohen (C) (i) Pierre André de Chalendar (i) Marion Guillou (i) Daniela Schwarzer (i)
Pierre André de Chalendar (C) (i) Hughes Epaillard (ii) Fields Wicker-Miurin (i)
Missions Missions Missions Missions Monitoring the preparation of the nancial information
Monitoring the efciency of the Internal Control systems and of risk management systems regarding accounting and nancial matters
Monitoring the statutory auditing of the annual nancial statements and of the consolidated nancial statements by the Statutory Auditors as well as the independence of the Statutory Auditors
Reviewing the global strategy concerning risks
Monitoring the remuneration principles in relation to risks
Reviewing issues relating to Internal Control and compliance
Reviewing the prices of products and services in relation to the risk strategy
Oversight and monitoring of the compliance of governance principles with changes in regulations and best practice in the area of corporate governance
Identication of, selection of, and succession plan for directors and committee members
Assessment of the Board of directors
Periodic review of the selection of, appointment of and succession process for executive corporate ofcers
Monitoring Executive Management's application of the Suitability policy for Key function holders under EBA guidelines
Assessment of executive corporate ofcers
Appraising the independence of the directors
Maintaining the general balance of the Board of directors
Regular monitoring of updates to the Code of conduct
Monitoring CSR issues (Group's contribution to economic, sustainable and responsible development)
Annual review of the principles that underpin the Group's remuneration policy
Annual review of the remuneration, allowances and benets in kind granted to the corporate ofcers of the Company and of the Group's major French subsidiaries
Annual review of the remuneration of the Group's regulated staff categories
Control of the remuneration of the Head of the Risk Management Function and Head of Compliance
(C) Chairman. (i) Independent director according to the provisions of the Afep-Medef Code. (ii) Director elected by employees.
Guidelines and strategic operations; CSR promotion; Governance, Internal Control and nancial statements; Supervision of risk management; Financial communication; Remuneration; Preventive recovery plan; Monitoring the application of the Code of conduct.
Each Committee is composed of members with expertise in the relevant areas and complies with the provisions of the French Monetary and Financial Code and the recommendations of the Afep-Medef Code. Thus,
■ most of the members of the Financial Statements Committee have qualifications and experience in company s financial management, accounting and financial information. In consideration of his financial skills, reinforced by his position as Chief Executive Officer of SCOR, a
major international reinsurance company, Denis Kessler was appointed Chairman of the Committee;
■ most of the members of the Internal Control, Risk and Compliance Committee have specific expertise in financial matters and risk management, either through their training or experience. Its Chairman has international experience in banking management. One of its members has been a member of the Board of the Autorité des Marchés Financiers (AMF) and another has long-term financial risk experience;
