2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS 57

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

The Board:

■ approved, based on the Committee Chairman's report, the internal control section of the 2017 management report;

■ confirmed that the compliance and periodic control sections of the internal control report had been forwarded to the ACPR;

■ reviewed the modifications made to the resolution documents, of which the updated version was submitted to the ECB;

■ approved the recovery plan, of which the updated version was submitted to the ECB;

■ was informed of the modifications to the bank resolution plan made by the European authorities;

■ continued to monitor the deployment of the Remediation Plan;

■ was informed of the progress of legal proceedings and disputes, as well as incidents and the amount of losses incurred for those incidents;

■ heard the Committee Chairman on the monitoring of the implementation of the Volcker Rule and the French law on the separation and regulation of banking activities, reviewed the Volcker Group Policy, approved the update of the Volcker Rule compliance programme and took note of the range of policies, procedures and controls within each business line;

■ heard the results of the work done based on a report drawn up for the assessment and monitoring of risks in 2017; confirmed that the report on the assessment and monitoring of risks had been forwarded to the ACPR;

■ was informed by the Committee of the ACPR follow-up letter on the Bank s fulfilment of its obligations in terms of listing customers on, and deleting them from, the central register of refused cheques, the central bank card register and the national database of incidents of repayments of personal loans as well as of the Bank s response letter.

The Committee dedicated a meeting to interviewing the Heads of the RISK, Compliance, General Inspection and Legal Functions, without the presence of Executive Management and Business Line Management.

The Board:

■ heard the report of the interviews.

2.e Works performed by the Corporate Governance, Ethics, Nominations and CSR Committee and works approved by the Board of directors in 2018

Meetings Number

of members Interest

rate 4 8 100%

Changes in the membership of the Board and its specialised committees The Governance, Ethics, Nominations and CSR Committee:

■ examined the expiry dates of the d irectors terms of offi ce and proposed that the Board ask the Shareholders Annual General Meeting to renew the terms of directorships expiring in 2018, namely those of Mr Pierre- André de Chalendar, Mr Denis Kessler and Mrs Laurence Parisot;

■ reviewed the situation of each d irector and asked the Board to appoint:

■ Mrs Monique Cohen as Chairwoman of the Corporate Governance, Ethics, Nominations and CSR Committee to replace Mrs Laurence Parisot,

■ Mrs Laurence Parisot as a member of the Remuneration Committee,

■ Mr Hugues Epaillard as a member of the Remuneration Committee and the CCIRC

■ examined the situation of d irectors asked to take up corporate offi ces outside the Group, as provided for in the Suitability Policy;

■ continued its review of the changes in the composition of the Board of directors and appointed an external consultant to continually identify candidates for independent d irectors ;

■ is responsible for selecting, following the resignation of Mrs Laurence Parisot, several candidates that it interviewed and then proposed the co-option of Mrs Rajna Gibson-Brandon to the Board. The appointment is subject to ratifi cation by the Annual General Meeting on 23 May 2019.

The Board:

■ proposed that the Shareholders Annual General Meeting renew the terms of office of the Directors in question;

■ appointed the d irectors proposed as members of the different Committees;

■ co-opted Mrs Rajna Gibson-Brandon. The appointment is subject to ratification by the Annual General Meeting on 23 May 2019.