66 2019 Universal registration document and annual financial report - BNP PARIBAS

2 CorPorate GovernanCe and internal Control

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Corporate governance report

9.6. MISSIONS CONCERNING THE ASSESSMENT OF THE CHAIRMAN, CHIEF EXECUTIVE OFFICER, AND CHIEF OPERATING OFFICER(S)

The Committee assesses the action of the Chairman.

It makes an assessment of the performance of the Chief Executive Officer and of the Chief Operating Officer(s) in the light of the strategic directions of the business established by the Board of directors and taking into consideration their capacities for anticipation, decision, organisation and exemplarity.

9.7. MISSIONS CONCERNING THE INDEPENDENCE OF THE DIRECTORS

The Committee is tasked with assessing the independence of the directors, within the meaning of the Afep-Medef Code, and reporting its findings to the Board of directors.

9.8. MISSIONS CONCERNING THE GENERAL BALANCE OF THE BOARD OF DIRECTORS

The Committee ensures that the Board of directors is not dominated by one person or, a small group of persons in a manner that is detrimental to the interests of the Company. For this purpose, it applies the Policy on the suitability of Members of the management body and Key function holders.

ARTICLE 10. THE REMUNERATION COMMITTEE

The Committee prepares the decisions that the Board of directors approves concerning remuneration, in particular that which has an effect on risk and the management of risks.

The Committee makes an annual examination:

■ of the principles of the remuneration policy of the Company;

■ of the remuneration, allowances and benefits of any kind granted to the corporate officers of the Company;

■ of the remuneration policies of the categories of staff, including the executive managers, risk takers, and staff engaged in control functions and any employee, who given his overall income, is in the same remuneration bracket as those whose professional activities have a material impact on the risk profile of the Company or of the Group.

The Committee directly controls the remuneration of the head of RISK and of the head of Compliance.

Within the framework of the missions described above, the Committee prepares the work of the Board of directors on the principles of the remuneration policies, in particular concerning Group staff whose professional activities have a material impact on the Group s risk profile, in accordance with the regulations in force.

It is tasked with studying all issues related to the personal status of the corporate officers, and in particular the remuneration, the amount of retirement benefits and the allotment of subscription or purchase options to the Company s shares, as well as the provisions governing the departure of the members of the Company s management or representational bodies.

It examines the conditions, the amount and the distribution of the subscription or purchase stock option plans. Similarly, it examines the conditions for the allotment of free shares.

With the Chairman, it is also within its remit to assist the Chief Executive Officer with any matter relating to the remuneration of senior executives that the latter might submit to it.

GUIDELINES ON THE ASSESSMENT OF THE SUITABILITY OF MEMBERS OF THE MANAGEMENT BODY AND KEY FUNCTION HOLDERS

I. Background and definitions

a. Background The purpose of the Policy on the suitability of Members of the management body and Key function holders is, while complying with the legal and regulatory provisions applicable to the Company, to specify and detail the procedures for implementing the provisions of the Internal rules and of the regulations applicable to BNP Paribas in the French Monetary and Financial Code (hereinafter CoMoFi ), the European Banking Authority ( EBA ) Guidelines on the assessment of the suitability of members of the management body and key function holders (the Fit and Proper Guidelines ) published on 26 September 2017, and on Internal Governance, from the comply or explain process (defined below).

Pursuant to these provisions, these guidelines cover the following topics:

II. Identification of, selection of, and succession plan for Members of the management body and Key function holders:

a. Identification of, selection of, and succession plan for directors,

b. Identification of, selection of, and succession plan for the Chief Executive Officer and Chief Operating Officer(s),

c. Identification of, selection of, and succession plan for Key function holders;

III. Independence of mind and management of conflicts of interest of the Members of the management body:

a. General principles,

b. Cases of conflicts of interests,

c. Management of conflicts of interests;

IV. Compliance with the rules on limitation of directorships and on availability of the Members of the management body:

a. Compliance with rules when appointing a Member of the management body,

b. Compliance with rules while holding directorship as a Member of the management body;

V. Good repute, honesty, and integrity of the Members of the management body;

VI. Diversity of the Members of the management body and collective competence of the Board of directors;

VII. Induction and training of the Members of the management body.

These guidelines are approved by the Board of directors. Updates shall also be submitted for approval to the Board of directors.