512019 Universal registration document and annual financial report - BNP PARIBAS

2CorPorate GovernanCe and internal Control

2

Corporate governance report

1.e Directors attendance at Board and Committee meetings in 2019

Director Board of directors Specialised committees

Individual attendance rates

J. LEMIERRE 100% 100%

J-L. BONNAFÉ 100% 100%

J. ASCHENBROICH 100% 100% 100%

P. A. de CHALENDAR 92% 100% 95%

M. COHEN 100% 100% 100%

W. DE PLOEY 92% 100% 95%

H. EPAILLARD 100% 100% 100%

R. GIBSON-BRANDON 100% 90% 95%

M. GUILLOU 92% 94% 93%

D. KESSLER 100% 100% 100%

D. SCHWARZER 100% 100% 100%

M. TILMANT 92% 100% 96%

S. VERRIER(1) 83% 88% 85%

F. WICKER-MIURIN 100% 100% 100%

Average 96% 98%

(1) Director elected by employees on maternity leave for part of 2019.

2. WORK OF THE BOARD AND COMMITTEES IN 2019

2.a Work of the Board in 2019

Meetings Including extraordinary meetings Average attendance

rate Strategy seminar

12 2 96% 1

The Board of directors, which determines BNP Paribas strategy and overall business objectives based on proposals submitted by Executive Management and with the aim of promoting long-term value creation in the light of social and environmental issues:

■ monitored the implementation of the 2017-2020 Transformation and Development Plan in terms of 2019 operating division results, the economic climate and the interest rate scenario. The guidelines for this 2017-2020 Transformation Plan were implemented in 2019 through:

■ strong growth in Group business with recurring savings expected;

■ continuation of the Group s digital transformation with, in particular, new digital customer experiences;

■ continuous improvement of the internal control and compliance system;

■ was advised of the work completed in 2018 and the outlook for 2019 in terms of the Bank s CSR policy, operating under the aegis of the United Nations 17 Sustainable Development Goals;

■ was informed of the impacts on Group equity of the first-time adoption of IFRS 16, replacing IAS 17 (entered into effect on 1 January 2019);

■ monitored the changes in prudential requirements regarding capital and examined the provisional results of the Supervisory Review and Evaluation Process (SREP) and their impact on the solvency ratio;

■ approved the sale of the stake in SBI Life;

■ reviewed the signing of a memorandum of understanding with Deutsche Bank on the transfer of their prime brokerage business;

■ approved the merger by absorption of BNP Paribas España and Opéra Trading Capital by BNP Paribas (SA);

■ was advised of the situation regarding the Cardif system and the Group s systems in Italy;

■ approved the Bank s IT and information system strategy;

■ was informed of the causes of IT failures occurring in the first quarter of 2019 and associated action plans;

■ examined the regulatory and legal changes provided for by the Pacte law of 22 May 2019;

■ monitored changes in the shareholding structure and share price;

■ reviewed the Bank s relative performed compared with its competitors;

■ reviewed the regulatory ratios of the main systemically important banks;