Universal registration document and annual financial report 2019

56 2019 Universal registration document and annual financial report - BNP PARIBAS

2 CorPorate GovernanCe and internal Control

Corporate governance report

■ reviewed the implications for the Bank of the Pacte law (of 22 May 2019) and the Soilihi law (of 19 July 2019), on the Articles of association, the Internal rules and the Suitability policy. The Committee, in this regard:

■ reviewed the language used regarding BNP Paribas missions prepared by Executive Management,

■ asked that the Board of directors take the social and environmental challenges associated with its activity into consideration in accordance with its social interest,

■ reviewed the review of the Articles of association and the Internal rules to determine procedures for the appointment of directors representing employee shareholders,

■ proposed amending the Articles of association to enable the Board of directors to take decisions by means of written consultation in the specific cases listed by law,

■ examined the Suitability policy in the specific context of the Pacte law regarding: (a) the need to ensure that agreements between the Bank and its corporate officers are entered into on an arm s length basis and (b) balanced gender representation right through to the end of the selection process for the Chief Operating Officer(s),

■ set out a policy on current agreements in accordance with the provisions of the Pacte law;

■ checked on the skills of Key function holders with the Human Resources Department;

■ was informed of the implementation and outcome of controls associated with the Corporate Governance Policy for BNP Paribas Group Entities applicable to all subsidiaries within the BNP Paribas (SA) scope of prudential consolidation, whether or not they are governed outside Europe;

■ took note of the minutes of the Nominations Committees of the subsidiaries with a balance sheet total of over EUR 5 billion;

■ was informed of the content of exchanges between the Chairman of the Board of directors and investors about the Bank s governance;

■ examined the report on corporate governance with respect to 2018; it recommended approval by the Board of directors.

In order to comply with the new legislation, the Board approved:

■ within the context of the Pacte and Soilihi laws, the proposed amendments to the Articles of association to be put to the vote at the Annual General Meeting on 19 May 2020, as well as the updated version of the Internal rules and the Suitability policy;

■ the policy on current agreements;

It also approved the corporate governance report with regard to 2018.

Assessment of the Board of directors The Committee:

■ acknowledged the results of the 2018 internal assessment of the Board of directors. The assessment confirmed the directors satisfaction with the way in which the Board operates and the optimal nature of the relationship between the Chairman and the Chief Executive Officer. It noted the professionalism of the team, the transparency of discussions and the atmosphere of trust that prevails within the Board;

■ it monitored the implementation of the action plan arising from the assessment conducted in 2018. This was reflected in (i) the ongoing formalisation of succession processes for executive corporate officers and discussions between members of the Committee and the Chief Executive Officer on succession processes for the Group s key directors, (ii) presentations to the Board by operations managers about their jobs or the geographical area for which they are responsible and (iii) greater balance between time spent on regulatory issues and time spent on business;

■ proposed an action plan to the Board that was in keeping with the action plan set out the previous year, in particular:

■ (i) regular Board and Committee meetings to discuss succession processes for executive corporate officers and key executives,

■ (ii) ongoing presentations to the Board by operational managers.

The Board approved the action plan following the 2018 assessment.

In addition, in accordance with the 2014 Board decision, the 2020 assessment will be conducted by an outside firm.

Code of conduct The Corporate Governance, Ethics, Nominations and CSR Committee, in accordance with its powers, dedicated a session to examining the deployment of the Code of conduct within the subsidiaries and the Group s geographical areas. In particular, it was informed of the gradual incorporation of the provisions of the Code of conduct into key human resources processes and measures taken by the Group to encourage a Speak up culture amongst employees as part of the Bank s whistleblowing system.

The Board of directors continued to monitor the deployment of the Code of conduct within the Group s subsidiaries and geographical areas.

Directors remuneration In light of the Remuneration Committee s approval of the allocation of remuneration paid to individual directors for 2019, the Corporate Governance, Ethics, Nominations and CSR Committee examined the actual attendance of each director at the Committees and Board in 2019.

Social and Environmental Responsibility As part of the extension of its powers, the Corporate Governance, Ethics, Nominations and CSR Committee examined the report on the Group s social and environmental responsibility and proposed some amendments and modifications.

The Committee:

■ examined the Group s social and environmental responsibility report, in particular the materiality matrix listing the 21 most significant non-financial issues for the Bank s stakeholders, including climate change and energy transition which were identified as crucial issues;