50 2019 Universal registration document and annual financial report - BNP PARIBAS

2 CorPorate GovernanCe and internal Control

2

Corporate governance report

1.c Directors Ethical Conduct

■ As far as the Board is aware, there are no conflicts of interests between BNP Paribas and any of the directors. The Suitability policy requires directors to report any situation likely to constitute a conflict of interest to the Chairman, the Board of directors may then ask the director in question to refrain from taking part in voting on the relevant issues.

■ As far as the Board is aware, none of the Board members has been found guilty of fraud or been associated, as member of an administrative, management or supervisory body, or as Chief Executive Officer, with any insolvency, receivership or liquidation proceedings during at least the last five years.

■ As far as the Board is aware, no member of the Board of directors is subject to any official public accusation and/or penalty. No director has been prohibited from acting in an official capacity during at least the last five years.

■ There are no arrangements or agreements with key shareholders, customers, suppliers or other persons that involve the selection of any member of the Board of directors.

■ The directors must carry out their duties in a responsible manner, particularly as regards the regulations relating to insider dealing. They are notably required to comply with legal requirements relating to being in possession of insider information. Under the terms of the Internal rules, they must also refrain from carrying out any transactions in BNP Paribas shares that could be regarded as speculative (article 4.3.1 of the Internal rules). They are informed of the periods during which they may, except in special circumstances, carry out any transactions in BNP Paribas shares (article 4.3.1 of the Internal rules).

1.d Directors training and information

■ Pursuant to the Internal rules, every director can ask the Chairman or the Chief Executive Officer to provide them with all the documents and information required to enable them to carry out their duties, to

participate effectively in the meetings of the Board of directors and to make informed decisions, provided that such documents are necessary to the decisions to be taken and connected with the Board s powers (article 3.4.1 of the Internal rules).

■ The directors have unrestricted and continuous access to the minutes of meetings of the Board s specialised committees using a special digital tool. This system also provides directors with a range of useful information in a secure and timely manner to facilitate them in their work. Since 2017, it has been possible to use this system to deliver e-learning training modules to directors.

■ Committee meetings provide an opportunity to update the directors on the topical issues on the agenda. In addition, the Board is kept informed of changes in the banking regulations and reference texts concerning governance and can be trained on such occasions.

■ On three training days (March, June and September 2019), directors received training in (i) the BNP Paribas Securities Service business line, (ii) options, (iii) Asset-Liability Management, (iv) the Bank s commitment to vulnerable customers, (v) financial security and anti- corruption policy, (vi) Recovery and Resolution and (vii) the directors insurance programme. It was also the opportunity for directors to meet with the relevant managers in the Group.

■ Pursuant to the provisions of the French Commercial Code on the training of directors elected by employees and the time allotted to them for the preparation of the meetings of the Board of directors and its committees, the Board determined that the content of the training programme would include the Bank s activities and organisation and applicable regulations.

■ In 2019, one director elected by employees received a total of 8.5 hours of internal training with various operations managers as well as 14 hours individual training. Moreover, like any other directors, they receive the training provided by BNP Paribas as described below in addition to the training modules delivered by external training providers.