572019 Universal registration document and annual financial report - BNP PARIBAS

2CorPorate GovernanCe and internal Control

2

Corporate governance report

■ reviewed the Bank s statement under the British Modern Slavery Act which aims to ensure that the Bank s business activity does not involve slavery or human trafficking. This statement is included in the Group s social and environmental responsibility report;

The Board of directors:

■ approved the Group s social and environmental responsibility report, including the Extra-Financial Performance Statement, with the amendments proposed by the Committee;

■ approved the Bank s statement in relation to the Modern Slavery Act.

2.f Work performed by the Remuneration Committee and work approved by the Board of directors in 2019

MeetingsNumber of members

Attendance rate

3 4 100%

One member of the Remuneration Committee is also a member of the Internal Control, Risk and Compliance Committee promoting therein the work of the Committee on the adequacy of BNP Paribas remuneration and risk policy, thus meeting the requirements of CRD 4.

The Remuneration Committee:

In respect of the year 2018

■ after receiving detailed information on Group employees whose responsibilities within the Bank have a significant impact on the Group s risk profile ( material risk takers ),

■ examined the issues relating to their remuneration;

■ reviewed the final scope of the Group s material risk takers;

■ reviewed the 2019 published report on remuneration paid to the Group s material risk takers for 2018;

■ examined the final parameters for determining the variable remuneration package for the Global Markets business line and was informed of the final package awarded and the way in which individual awards were made for this business line;

■ reviewed the list of the highest paid employees in 2018;

■ audited the 2018 remuneration of the Group s Head of RISK and Head of Compliance;

■ examined the quantitative and qualitative performance criteria linked to the annual variable remuneration of executive corporate officers and proposed to the Board to approve the variable remuneration to be paid to them in respect of 2018;

■ reviewed the Say on Pay sheets for each executive corporate officer of BNP Paribas;

■ was advised of the principles of the remuneration policy, actual remuneration, allowances and benefits in kind granted for the 2018 performance year to the corporate officers and Heads of RISK and Compliance of Group subsidiaries that meet the threshold set by law and that have delegated these missions to the Committee;

■ reviewed the resolution on remuneration paid to the Group s material risk takers that is subject to an annual advisory vote at the Shareholders Annual General Meeting;

■ was informed of the summary of the General Inspection report concerning the implementation of the review of material risk takers remuneration in respect of 2018;

■ was informed of the ECB s outcomes within the context of its annual supervision, for the 2018 performance year, of the implementation of the Group s remuneration policy and other specific missions;

In respect of the year 2019

■ reviewed the scope of the Group s material risk takers identified as an initial estimate in respect of 2019;

■ examined the rules on deferred remuneration and the variable remuneration payment terms applicable to the Group s material risk takers in 2019;

■ examined the initial parameters used to determine the variable remuneration package for Global Markets business line employees for the 2019 performance year;

■ reviewed the remuneration policy applicable to executive corporate officers on the basis of their 2019 performance and incorporated social and environmental responsibility criteria;

■ reviewed the follow-up of the implementation, in 2019, of provisions of the Group s remuneration policy regarding issues relating to the management of conflicts of interest and the protection of clients interests, as part of European Directive MiFID II which entered into force on 3 January 2018;

■ determined remuneration procedures for non-voting directors that are identical to those applicable to directors who are also committee members and examined the amount awarded to the latter for 2019, based on actual attendance at Board and Committee meetings;

■ renewed, exactly, the remuneration procedures for directors;

■ reviewed the allocation of directors remuneration and the amount paid to each in respect of 2019 on the basis of an audit of director s actual attendance at Board and Committee meetings.