82 2019 Universal registration document and annual financial report - BNP PARIBAS

2 CorPorate GovernanCe and internal Control

2

Corporate governance report

➤ TABLE NO. 3 COMPONENTS OF REMUNERATION PAID DURING THE 2019 FINANCIAL YEAR OR AWARDED IN RESPECT OF THIS SAME FINANCIAL YEAR TO MR PHILIPPE BORDENAVE, CHIEF OPERATING OFFICER, SUBJECT TO THE SHAREHOLDERS VOTE (AMOUNTS IN EUROS)

➤ a. Components of remuneration paid in respect of financial year 2019 to Mr Philippe Bordenave, Chief Operating Officer

Amounts Comments

Fixed remuneration due with respect to the year

1,000,000 (paid)

The remuneration paid to Mr Philippe Bordenave is determined by the method recommended by the Remuneration Committee and approved by the Board of directors. The most recent increase in fixed remuneration is dated 25 February 2016 effective as of 1 January 2016.

Annual variable remuneration awarded in respect of the year(1)

1,031,700 The variable remuneration of Philippe Bordenave changes on the basis of criteria representative of Group results and his managerial performance. It is expressed as a percentage of a target variable remuneration corresponding to 100% of fixed remuneration for the year. The quantitative criteria apply to the Group s overall performance and are as follows:

■ ratio of net earnings per share for the year to net earnings per share for the previous year (37.5% of target variable remuneration);

■ percentage achievement of the Group s budgeted gross operating income (37.5% of the target variable remuneration);

■ multi-criteria assessment of the actions taken by the Group with respect to social, societal and environmental issues (10% of target variable remuneration).

After taking into account the quantitative and qualitative criteria, and the evolution of the Group s results, the Board of directors set the annual variable remuneration of Philippe Bordenave for 2019 at EUR 1,031,700, or 103% of the annual variable remuneration target;

■ half of the undeferred portion of the variable remuneration will be paid in May 2020, and half in March 2021, indexed to the performance of the BNP Paribas share;

■ the deferred portion of the variable remuneration will be paid in fifths as of 2021. Each payment will be made half in March every year, and half in March of the following year, indexed to the performance of the BNP Paribas share. The annual payment of the deferred variable remuneration is subject to the condition that the ROE before tax of the Group for the year preceding the payment is greater than 5%.

The ratio between the annual fixed remuneration and variable remuneration, as required under the French Commercial Code, was 103%.

Conditional long-term remuneration programme (fully deferred for a period of five years)

395,600 The fair value of the LTIP awarded to Mr Philippe Bordenave on 4 February 2020 with respect to 2019 amounts to EUR 395,600. The term of the LTIP is five years. The two conditions of the LTIP, one recognising an increase in the intrinsic value of the BNP Paribas share and the other recognising the potential outperformance of its peers, are assigned equal weighting in order to measure their effects separately. Thus, payments under the LTIP may not exceed 137.5% of their award value.

Remuneration linked to the term of directorship

None Mr Philippe Bordenave does not receive remuneration in respect of the directorships that he holds in the Group s companies.

Extraordinary remuneration None

Stock options awarded during the period

None

Performance shares awarded during the year

None

Benefits in kind 3,953 Mr Philippe Bordenave has a company car and a mobile phone. This amount also includes the employer contribution under the Executive Committee professional life insurance policy, offering an additional EUR 1.10 million in the event of death or total permanent disability linked to the employment activity. BNP Paribas (SA) s annual employer contribution was EUR 1,460 per beneficiary for 2019.

TOTAL 2,431,253

(1) Payment subject to the approval of the Annual General Meeting of 19 May 2020 pursuant to article L.225-100 III of the French Commercial Code.