552019 Universal registration document and annual financial report - BNP PARIBAS

2CorPorate GovernanCe and internal Control

2

Corporate governance report

The Board:

■ was informed of all the Committee s work on internal control, risks and compliance;

■ approved the section of the management report on 2018 internal control;

■ approved the forwarded compliance and periodic control sections of the internal control report to the ACPR;

■ approved the forwarding to the ACPR of reports on the organisation of internal control systems on anti-money laundering and terrorism financing, as well as on asset freezing;

■ heard the results of the work done based on a report drawn up for the assessment and monitoring of risks in 2018; confirmed that the report on the assessment and monitoring of risks had been forwarded to the ACPR;

■ approved the recovery plan, the updated version of which was submitted to the ECB;

■ reviewed the modifications made to the resolution documents, of which the updated version was submitted to the ACPR;

■ was informed of legislative work on the Bank resolution carried out by the European authorities;

■ was informed of the results and controls carried out in 2019 on the MiFID II framework;

■ reviewed the Group s policy on the Volcker rule and the findings of the Annual Report on the deployment of this device within the Group.

Ad-hoc work The Internal Control, Risk and Compliance Committee:

■ was informed of recent changes to the French Banking Law;

■ acknowledged the ACPR letter of formal notice resulting from the Asset freezing mission;

■ was informed of the Group s Correspondent Bank activities.

The Board:

■ was informed by the Committee of the ACPR letter of formal notice resulting from the Asset freezing mission.

The Committee proceeds to the hearing of the Heads of the RISK, Compliance, General Inspection and Legal functions, without the presence of the Executive Management.

The Board:

■ heard the report of the interviews.

2.e Work performed by the Corporate Governance, Ethics, Nominations and CSR Committee and work approved by the Board of directors in 2019

MeetingsNumber of members

Attendance rate

4 5 100%

Changes in the membership of the Board and its specialised committees The Governance, Ethics, Nominations and CSR Committee:

■ reviewed the expiry dates of the directors directorships and proposed that the Board put the renewal of the terms of directorships expiring in 2019 to the vote at the Shareholders Annual General Meeting, namely those of Jean-Laurent Bonnafé, Marion Guillou, Wouter De Ploey and Michel Tilmant;

■ proposed that the Board (i) asks the Shareholders Annual General Meeting to vote on the ratification of the appointment of Rajna Gibson- Brandon and (ii) appoints her as a member of the CCIRC;

■ proposed that the directorships of Chief Executive Officer, Jean-Laurent Bonnafé, and the Chief Operating Officer, Philippe Bordenave, should be renewed;

■ examined the situation of directors asked to take up corporate offices outside the Group, as provided for in the Suitability policy;

■ reviewed the appointment of Christian Noyer as a non-voting director.

The Board:

■ proposed that the Shareholders Annual General Meeting renews the terms of office of the directors in question;

■ proposed that the Shareholders Annual General Meeting should ratify the appointment of Rajna Gibson-Brandon as director and appointed her as a member of the CCIRC;

■ reappointed Jean-Laurent Bonnafé to his position as Chief Executive Officer and, at the proposal of the Chief Executive Officer, reappointed Philippe Bordenave to his position as Chief Operating Officer;

■ appointed Christian Noyer as a non-voting director.

Governance The Governance, Ethics, Nominations and CSR Committee:

■ continued the work undertaken on the succession of executive corporate officers, both in the event of premature succession and as part of a long-term review, taking into account the major transformation challenges within the banking sector, and reviewed the best way to ensure the efficiency, balance, stability and visibility of governance in the interest of the Company and its shareholders;

■ reviewed the succession plan for Key function holders, both in the event of premature succession and in advance of long-standing departure plans;