472019 Universal registration document and annual financial report - BNP PARIBAS
2CorPorate GovernanCe and internal Control
2
Corporate governance report
1.b Membership of the Board Independence of Directors
Membership of the Board of directors: a collegial body with collective competence On the proposal of the Board of directors, the Shareholders Annual General Meeting of 23 May 2019 reappointed Marion Guillou, Jean-Laurent Bonnafé, Wouter De Ploey and Michel Tilmant for a three-year term.
Following Laurence Parisot s resignation of her directorship on 25 September 2018, the Annual General Meeting of 23 May 2019 ratified the co-option of Rajna Gibson-Brandon.
At the end of the Annual General Meeting of 23 May 2019 and as of 31 December 2019:
Number of Board members
O/w elected Board members
Nationalities Percentage of women
Independence
14 2 5 41.7% > 50%
Independence of Directors (as of 31 December 2019) The following table shows the position of each director with regard to the independence criteria contained in the Afep-Medef Code to define an independent director:
Criteria
Je an
LE M
IE RR
E
Je an
-L au
re nt
BO
NN AF
É
Ja cq
ue s
AS CH
EN BR
OI CH
Pi er
re A
nd ré
de
C HA
LE ND
AR
M on
iq ue
C OH
EN
Hu gu
es EP
AI LL
AR D
Ra jn
a GI
BS ON
-B RA
ND ON
M ar
io n
GU IL
LO U
De ni
s K ES
SL ER
Da ni
el a
SC HW
AR ZE
R
M ic
he l T
IL M
AN T
W ou
te r D
E P LO
EY
Sa nd
rin e
VE RR
IE R
Fi el
ds W
IC KE
R- M
IU RI
N
1 Not be, or have been, in the last five years (i) an employee or executive corporate officer of the Company or of a consolidated subsidiary of the Company; (ii) a director of a consolidated subsidiary o o o o
2 Whether or not corporate offices are held in another company
3 Whether or not significant business relationships exist
4 Whether or not there are close family ties to a corporate officer
5 Not an auditor of the Company within the previous five years
6 Not a director of the Company for more than 12 years o(*)
7 Major shareholder status
represents compliance with an independence criterion defined in the Afep-Medef Code. o represents non-compliance with an independence criterion defined in the Afep-Medef Code. (*) See below.
