2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS 47

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

The Board of directors (at 31 December 2018) Chairman: Jean Lemierre

Missions and controls in the following areas:

Financial Statements Committee (CdC)

Comité des comptes (CdC)

Internal Control, Risk Management and Compliance

Committee (CCIRC)

Corporate Governance, Ethics, Nominations and CSR

Committee (CGEN) Remuneration Committee

(RemCo)

Members Members Members Members Denis Kessler ( ) (i Jacques Aschenbroich (i) Wouter De Ploey (i) Sandrine Verrier (ii) Fields Wicker-Miurin (i)

Joint meetings of the CdC and the CCIRC Chairman: Denis Kessler (i)

Comité des comptes (CdC)

Missions Examining the mission plan of the General Inspection and the audit plan of the Statutory Auditors and preparing the work of the Board on the assessment of the risk policies and risk management measures

Dealing with the common issues relating to the risk policies and their financial impacts

Michel Tilmant (C) (i) Monique Cohen (i) Hugues Epaillard (ii) Rajna Gibson-Brandon (i) (a) Marion Guillou (i)

Monique Cohen (C) (i) Pierre André de Chalendar (i) Marion Guillou (i) Daniela Schwarzer (i)

Pierre André de Chalendar (C) (i) Hughes Epaillard (ii) Fields Wicker-Miurin (i)

Missions Missions Missions Missions Monitoring the preparation of the financial information

Monitoring the efficiency of the Internal Control systems and of risk management systems regarding accounting and financial matters

Monitoring the Statutory Auditors' audits of the annual and consolidated financial statements as well as their independence

Reviewing the global strategy concerning risks

Monitoring the remuneration principles in relation to risks

Reviewing issues relating to Internal Control and compliance

Reviewing the prices of products and services in relation to the risk strategy

Oversight and monitoring of compliance of governance principles with changes in regulations and best practice in the area of corporate governance

Identification of, selection of, and succession plan for directors and committee members

Assessment of the Board of directors

Periodic review of the selection of, appointment of and succession process for executive corporate officers

Monitoring Executive Manage- ment's application of the Suitability policy to Key function holders under EBA guidelines

Assessment of executive corporate officers

Appraising the independence of the directors

Maintaining the general balance of the Board of directors

Regular monitoring of updates to the Code of conduct

Monitoring CSR issues (Group's contribution to economic, sustainable and responsible development)

Annual review of the principles that underpin the Group's remuneration policy

Annual review of the remunera- tion, allowances and benefits in kind granted to the corporate officers of the Company and of the Group's major French subsidiaries

Annual review of the remuneration of the Group's regulated staff categories

Control of the remuneration of the Head of the Risk Management Function and Head of Compliance

(C) Chairman. (i) Independent director according to the provisions of the Afep-Medef Code. (ii) Director elected by employees. (a) At 1st March 2019.

Guidelines and strategic operations; CSR promotion; Governance, Internal Control and financial statements; Supervision of risk management; Financial communication; Remuneration; Preventive recovery plan; Monitoring the application of the Code of conduct.

Each Committee is composed of members with expertise in the relevant areas and complies with the provisions of the French Monetary and Financial Code and the recommendations of the Afep-Medef Code. Thus,

■ most of the members of the Financial Statements Committee have qualifi cations and experience in the Company s fi nancial management, accounting and fi nancial information. In consideration of his fi nancial skills, reinforced by his position as Chief Executive Offi cer of SCOR,

a major international reinsurance company, Mr Denis Kessler was appointed Chairman of the committee;

■ most of the members of the Internal Control, Risk Management and Compliance Committee have specifi c expertise in fi nancial matters and risk management, either through their training or experience. Its Chairman has international experience in banking management. Another of its members has been a member of the Board of the Autorité des Marchés Financier (AMF);