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2018 Registration document and annual fi nancial report - BNP PARIBAS52

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

1.d Directors training and information

■ Pursuant to the Internal r ules, every d irector can ask the Chairman or the Chief Executive Offi cer to provide them with all the documents and information required to enable them to carry out their duties, to participate effectively in the meetings of the Board of directors and to make informed decisions, provided that such documents are necessary to the decisions to be taken and connected with the Board s powers (article 3.4.1 of the Internal r ules).

■ The d irectors have unrestricted and continuous access to the minutes of meetings of the Board s specialised committees in a digital system reserved for d irectors . This system also provides d irectors with a range of useful information in a secure and timely manner to facilitate them in their work. Since 2017, it has been possible to use this system to deliver e-learning training modules to d irectors .

■ Committee meetings provide an opportunity to update the d irectors on the topical issues on the agenda. In addition, the Board is kept informed of changes in the banking regulations and reference texts concerning governance. Training may also be provided on such occasions.

■ As provided in the Volcker Rule in the United States and the law on the separation and regulation of banking activities in France, Board members receive training on these two regulations every year (June 2018).

■ Over three days of training (March, June and September 2018), d irectors received training in (i) securitisation, (ii) payment means, (iii) counterparty credit risk, and (iv) the EBA Fit and Proper Guidelines published on 26 September 2017 and applicable from 30 June 2018. It was also the opportunity for d irectors to meet with the relevant managers in the Group.

■ Pursuant to the provisions of the French Commercial Code on the training of d irectors elected by employees and the time allotted to them for the preparation of the meetings of the Board of directors and its committees, the Board determined that the content of the training programme would include the bank s activities and organisation and applicable regulations.

■ In 2018, the two d irectors elected by employees received a total of 8 hours of internal training with various operations managers. One of them recorded 104 training hours with a view to obtaining a d irector's certifi cate. Moreover, like any other d irectors , they receive the training provided by BNP Paribas as described below in addition to the training modules delivered by external training providers.

1.e Directors attendance at Board and Committee meetings in 2018

Director Board of directors Specialised committees

Individual attendance rates

J. LEMIERRE 100% 100%

J-L. BONNAFÉ 91% 91%

J. ASCHENBROICH 100% 83% 94%

P. A. de CHALENDAR 100% 100% 100%

M. COHEN 91% 100% 97%

W. DE PLOEY 100% 100% 100%

H. EPAILLARD 100% 100% 100%

R. GIBSON-BRANDON(1) 0% - 0%

M. GUILLOU 100% 89% 93%

D. KESSLER 100% 100% 100%

N. MISSON 100% 100% 100%

L. PARISOT 100% 90% 94%

D. SCHWARZER 100% 100% 100%

M. TILMANT 91% 100% 95%

S. VERRIER(2) 91% 67% 82%

F. WICKER-MIURIN 100% 100% 100%

Average 97% 95%

(1) New d irector co-opted on 28 November 2018 and only absent from one Board of directors meeting. (2) Director elected by employees on maternity leave for part of 2018.