48 2019 Universal registration document and annual financial report - BNP PARIBAS

2 CorPorate GovernanCe and internal Control

2

Corporate governance report

■ The following directors meet the independence criteria contained in the Corporate Governance Code and reviewed by the Board of directors: Monique Cohen, Rajna Gibson-Brandon, Marion Guillou, Daniela Schwarzer, Fields Wicker-Miurin, Jacques Aschenbroich, Pierre André de Chalendar, Wouter De Ploey and Michel Tilmant.

In particular, for Monique Cohen, Jacques Aschenbroich, Pierre André de Chalendar and Denis Kessler, the Board of directors confirmed that the business relations between BNP Paribas and respectively (i) Apax Partners, as well as the companies in which Apax Partners holds interests, (ii) Valeo and its group, (iii) Saint-Gobain and its group, and (iv) the SCOR SE group are not significant (the revenue generated by each of these business relations accounted for less than 0.5% of the total revenue reported by BNP Paribas).

■ Finally, during the period of more than 12 years that Denis Kessler has sat on the Board, he has served under three successive Chief Executive Officers each having managed the Bank in accordance with his own personality and his own methods and practices. Consequently, the Board of directors deems that Denis Kessler s critical faculties are renewed with each effective change of management, thereby guaranteeing his independence. The Board also took into consideration Denis Kessler s financial expertise, a critical factor in understanding banking mechanisms (Doctorate in economics and HEC graduate), reinforced by his position as the Chairman and Chief Executive Officer of one of the world s major reinsurance companies.

■ The two employee representatives on the Board, Sandrine Verrier and Hugues Epaillard, do not qualify as independent directors pursuant to the criteria contained in the Afep-Medef Code, despite their status and the method by which they were elected, which nevertheless guarantee their independence.

■ Two directors appointed by the shareholders the Chairman of the Board of directors Jean Lemierre, and the Chief Executive Officer Jean- Laurent Bonnafé do not fulfil the independence criteria laid down by the Corporate Governance Code.

Over half of the directors of BNP Paribas are therefore independent in terms of the criteria for independence contained in the Afep-Medef Code and the Board of directors assessment.

Directors knowledge, skills and experience Diversity and complementarity When the Corporate Governance, Ethics, Nominations and CSR Committee (CGEN) reviews the skills and experience of potential directors, it is careful to maintain the diversity and collective skills of the Board of directors in light of changes to the Bank s strategy and in accordance with the Suitability policy. Thus, the Board brings together expertise in banking and finance, risk management, international digital transformation and CSR, as well as experience in Executive Management of large corporate groups.

These candidates are identified and recommended by the committee on the basis of criteria that combine personal and collective skills, according to the procedures in the Internal rules (article 4.2.1) and by the Suitability policy (section II Identification of, selection of and succession plan for Members of the management body and Key function holders), which ensure their independence of mind:

■ competence, based on experience and the ability to understand the issues and risks, enabling the directors to make informed and effective decisions;

■ courage, in particular to express opinions and make judgements, enabling the directors to remain objective;

■ availability and assiduity, which allow for the necessary detachment and promote the directors commitment and sense of responsibility regarding the exercise of their office;

■ loyalty, which fosters directors commitment to the Company and to their duties within the Board, which collectively represents the shareholders;

■ directors proper understanding of the Company s culture and ethics.

Directors all have a range of skills and experience that they have acquired during their professional careers. The table below aims to reflect this diversity within the Board of directors and lists more specific contributions made by each of the directors.