2018 Registration document and annual fi nancial report - BNP PARIBAS48

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

■ the members of the Corporate Governance, Ethics, Nominations and CSR Committee are independent d irectors who have expertise in corporate governance and in putting together management teams in international companies. Some deal with CSR issues professionally;

■ the Remuneration Committee is made up of independent members who have experience of remuneration systems and market practices in this area and includes a d irector elected by employees. One member of the Remuneration Committee is also a member of the Internal Control, Risk Management and Compliance Committee . This composition is intended to facilitate the Board s work on the appropriateness of BNP Paribas remuneration principles with the risk policy.

The Chairman of the Board of directors is not a member of any committee, but may attend c ommittee meetings and may add subjects he considers relevant to their agenda.

The ECB did not issue any objections as regards the composition of the Board of directors or its specialised committees.

1.a Separation of the functions of Chairman and Chief Executive Offi cer

As of 11 June 2003, BNP Paribas has dissociated the offi ces of Chairman of the Board and Chief Executive Offi cer. This decision complies with the obligations imposed on credit institutions since 2014 by French law transposing CRD 4.

The duties of the Chairman They are described in article 3.1 of the Internal r ules.

The Chairman is responsible for ensuring that the quality of the relationship with shareholders is maintained, coordinating closely with any steps taken by Executive Management in this area. In this connection, the Chairman chairs the Shareholder Liaison Committee, whose task is to assist the Bank in its communications with individual shareholders; several times a year, he invites the shareholders to meetings where the Company s strategy is explained. He reports on his duties to the Board of directors.

The Chairman is careful to maintain a close and trusting relationship with Executive Management and provides the team with assistance and advice while respecting its executive responsibilities. The Chairman organises his activities so as to ensure his availability and put his experience to the Group s service. His duties are contributory in nature and do not confer any executive power on him. They do not in any way restrict the powers of the Chief Executive Offi cer, who has sole operational responsibility for the Group.

Coordinating closely with Executive Management, the Chairman can represent the Group in its high-level relationships, particularly with major clients, public authorities and institutions, at national, European and international levels. He plays an active part in discussions concerning regulatory developments and public policies affecting BNP Paribas, and, more generally, the fi nancial services sector.

The Chairman contributes to promoting the values and image of BNP Paribas, both within the Group and externally. He expresses his views on the principles of action governing BNP Paribas, in particular in the fi eld of professional ethics. He contributes to enhancing the Group s image through the responsibilities he exercises personally in national or international public bodies.

At the request of the Chief Executive Offi cer, he can take part in any internal meeting on subjects relating to strategy, organisation, investment or disinvestment projects, risks and fi nancial information. He expresses his opinions without prejudice to the remit of the Board of directors; he provides support to the teams responsible for covering major companies and international financial institutions; he also contributes to the development of BNP Paribas advisory activities, particularly by assisting in the completion of major corporate fi nance transactions.

He ensures that principles of corporate governance are defi ned and implemented.

The Chairman is the custodian of the proper functioning of the Board of directors of BNP Paribas. As such:

■ with the support of the Corporate governance, Ethics, Nominations and CSR Committee, with the approval of the Board of directors and of the Shareholders Annual General Meeting, where appropriate, he endeavours to build an effi cient and balanced Board, and to manage, both in the short- and long-term, the replacement and succession processes related to the Board of directors and nominations which will acknowledge the Company s strategic ambitions;

■ on the basis of the dissociation of the functions of Chairman and Chief Executive Offi cer, his role is to ensure d irectors independence and freedom of speech;

■ he ensures that the d irectors have the documentation and information necessary to carry out their duties in a timely manner and in a clear and appropriate form.

The powers of the Chief Executive Offi cer The Chief Executive Officer has the broadest powers to act in all circumstances on behalf of BNP Paribas, and to represent the Bank in its relation with third parties. He is responsible for the organisation of internal control procedures and for all the information required by regulations in that regard.

He exercises his powers within the limitations of the corporate object, and subject to any powers expressly attributed by law to the Shareholders Annual General Meeting and Board of directors.

The Internal r ules of the Board of directors provide that the Chief Executive Offi cer shall request its prior approval for all investment or disinvestment decisions (other than portfolio transactions) in excess of EUR 250 million, and for any proposal to acquire or dispose of shareholdings in excess of that threshold (other than portfolio transactions) (article 1.1). The Chief Executive Offi cer must also ask the Board s Financial Statements Committee for prior approval of any non-audit related assignment involving fees in an amount of over EUR 1 million (excluding taxes) (article 7.1.3).