2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS50

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

■ The two employee representatives on the Board, Sandrine Verrier and Hugues Epaillard, do not qualify as independent d irectors pursuant to the criteria contained in the Afep-Medef Code, despite their status and the method by which they were elected, which nevertheless guarantee their independence;

■ Two d irectors appointed by the shareholders the Chairman of the Board of directors Jean Lemierre, and the Chief Executive Offi cer Jean- Laurent Bonnafé do not fulfi l the independence criteria laid down by the Corporate Governance Code.

Over half of the d irectors of BNP Paribas are therefore independent in terms of the criteria for independence contained in the Afep-Medef Code and the Board of directors assessment.

Directors knowledge, skills and experience Diversity and complementarity When the Corporate Governance, Ethics, Nominations and CSR Committee (CGEN) reviews the skills and experience of potential d irectors, it is careful to maintain the diversity and collective skills of the Board of directors in light of changes to the Bank s strategy and in accordance with the Suitability policy. Thus, the Board brings together expertise in banking and fi nance, risk management, international digital transformation and CSR, as well as experience in Executive Management of large corporate groups.

These candidates are identifi ed and recommended by the committee on the basis of criteria that combine personal and collective skills , according to the procedures in the Internal r ules (article 4.2.1) and by the Suitability policy (section II Identifi cation of, selection of and succession plan for M embers of the m anagement body and K ey function holders), which ensure their independent of mind :

■ competence, based on experience and the ability to understand the issues and risks, enabling the d irectors to make informed and effective decisions;

■ courage, in particular to express opinions and make judgements, enabling the d irectors to remain objective;

■ availability and assiduity, which allow for the necessary detachment and promote the d irectors commitment and sense of responsibility regarding the exercise of their offi ce;

■ loyalty, which fosters d irectors commitment to the Company and to their duties within the Board, which collectively represents the shareholders;

■ d irectors proper understanding of the Company s culture and ethics.

Directors all have a range of skills and experience that they have acquired during their professional careers. The table below aims to refl ect this diversity within the Board of directors and lists more specifi c contributions made by each of the d irectors .