58 2019 Universal registration document and annual financial report - BNP PARIBAS

2 CorPorate GovernanCe and internal Control

2

Corporate governance report

The Board:

■ was informed of all the Remuneration Committee s work;

■ assessed and approved the Committee s assessment of the quantitative and qualitative criteria linked to the annual variable remuneration of executive corporate officers in respect of the 2018 performance year;

■ ensured that the change in the variable remuneration of executive corporate officers was appropriate;

■ approved the Say on Pay sheets with respect to 2018 of executive corporate officers to be submitted to the vote of the Shareholders Annual General Meeting;

■ heard the Committee Chairman s report on the appropriateness of the remuneration of the Head of RISK and Head of Compliance for the 2018 performance year;

■ was informed by the Committee Chairman of the approach used to identify those employees whose professional activities have a significant impact on the Company s risk profile and the principles for their remuneration as proposed by Executive Management for the 2019 performance year;

■ adopted the remuneration policy for executive corporate officers in respect of 2019;

■ approved remuneration procedures for payments made to non-voting directors as well as the amount for 2019;

■ approved the individual split of remuneration allocated to directors for 2019.

INTERNAL RULES OF THE BOARD OF DIRECTORS

PREAMBLE The rules concerning:

■ the Board of directors;

■ the members of the Board of directors, including their rights and obligations;

■ the Board of directors Committees;

are set by the statutory and regulatory provisions, the Company s Articles of Association, and these rules (in addition to these Internal rules of the Board of directors, there is the Policy on the suitability of Members of the management body and Key function holders mentioned in 1.3 below).

The Board of directors also takes into account the French market guidelines concerning corporate governance and, in particular, the provisions of the corporate governance Code for listed companies published by the French employers organisations Association Française des Entreprises Privées (Afep) and the Mouvement des Entreprises de France (Medef), hereinafter called the Afep-Medef Code, to which BNP Paribas (the Company ) refers.

The Board of directors is a collegial body that collectively represents all shareholders and acts in all circumstances in the corporate interests of the Company.

The Board of directors is assisted by specialised committees:

■ financial statements Committee;

■ internal control, risk management and compliance Committee;

■ corporate governance, ethics, nominations and CSR Committee; and

■ remuneration Committee;

as well as by any ad hoc committee.

PART ONE THE BOARD OF DIRECTORS, COLLEGIAL BODY

ARTICLE 1. DUTIES OF THE BOARD OF DIRECTORS

The Board of directors discusses any question coming within the scope of its statutory and regulatory duties and contributes to promoting the corporate values aimed, in particular, to ensuring that the conduct of BNP Paribas activities by its employees complies with the highest ethical requirements in order to protect the reputation of the Bank.

In particular and non-exhaustively, the Board of directors is competent in the following areas:

1.1. ORIENTATIONS AND STRATEGIC OPERATIONS The Board of directors:

■ determines BNP Paribas s business orientations and supervises their implementation by the Executive Management, taking the social and environmental challenges of BNP Paribas activities into consideration;

■ subject to the powers expressly allocated to the shareholders meetings and within the limit of the corporate purpose, it handles any issue concerning the smooth running of the Company and settles by its decisions any matters concerning it;

■ gives its prior approval with respect to all investment or disinvestment decisions (other than portfolio transactions) in an amount in excess of EUR 250 million, and any proposal to acquire or dispose of shareholdings (other than portfolio transactions) in excess of that threshold, submitted to it by the Chief Executive Officer. It is also regularly informed by the Chief Executive Officer of significant transactions which fall below this limit;