2018 Registration document and annual fi nancial report - BNP PARIBAS 59
2CORPORATE GOVERNANCE AND INTERNAL CONTROL
2
Corporate governance report
The Board of directors examined the progress of the deployment of the Code of conduct within the Group s subsidiaries and geographical areas.
Directors remuneration In light of the Remuneration Committee s approval of the allocation of attendance fees for 2018, the Corporate Governance, Ethics, Appointment and CSR Committee examined the actual attendance of each d irector on the Committees and Board in 2018.
Social and Environmental Responsibility As part of the extension of its powers, the Corporate Governance, Ethics, Nominations and CSR Committee examined the report on the Group s social and environmental responsibility and proposed some amendments and modifi cations.
The committee:
■ reviewed the Bank s statement under the British Modern Slavery Act which aims to ensure that the Bank s business activity does not involve slavery or human traffi cking. This statement is included in the Group s social and environmental responsibility report;
■ in cooperation with the Remuneration Committee, it assessed the introduction of the CSR criteria allowing the indexation of variable remuneration of executive corporate offi cers to the Group s CSR policy in accordance with the Afep-Medef Code as amended in June 2018.
The Board of directors
■ approved the Group s social and environmental responsibility report with the amendments proposed by the Committee;
■ approved the Bank s statement in relation to the Modern Slavery Act .
2.f Works performed by the Remuneration Committee and works approved by the Board of directors in 2018
Meetings Number
of members Interest
rate 3 4 100%
One member of the Remuneration Committee is also a member of the Internal Control, Risk Management and Compliance Committee promoting therein the work of the Committee on the adequacy of BNP Paribas remuneration and risk policy, thus meeting the requirements of CRD 4.
The Remuneration Committee:
■ examined the issues relating to the 2017 remuneration of Group employees whose responsibilities within the Bank have a signifi cant impact on the Group s risk profile ( material risk takers ), after receiving detailed information on these regulated persons:
■ the fi nal scope of regulated persons;
■ deferred payment rules and methods concerning the payment of variable remuneration to regulated persons, as well as the 2018 public report on the remuneration paid to material risk takers in respect of 2017;
■ the summary of the General Inspection report concerning the implementation of the review of material risk takers remuneration in respect of 2017;
■ The recommendations of the ECB as part of its annual supervision of the implementation of the Group s remuneration policy and other one-off assignments;
■ reviewed the list of the highest paid employees in 2017;
■ reviewed the scope of material risk takers identifi ed in respect of 2018;
■ reviewed the criteria for determining those individuals variable remuneration packages and was informed of the process for determining the remuneration of the relevant employees;
■ checked the remuneration of the Head of Risk and Head of Compliance;
■ reviewed the implementation of provisions of the Group s remuneration policy regarding issues relating to the management of confl icts of interest and the protection of clients interests, as part of European Directive MiFID II which entered into force on 3 January 2018;
■ examined the quantitative and qualitative performance criteria linked to the annual variable remuneration of executive corporate offi cers and proposed to the Board to approve the variable remuneration to be paid to them in respect of 2017;
■ assessed the introduction of the CSR criteria allowing the indexation of variable remuneration of executive corporate offi cers to the Group s CSR policy in accordance with the Afep-Medef Code as amended in June 2018. In this context, in cooperation with the Corporate Governance, Ethics, Nominations and CSR Committee, it proposed that the Board include, starting with the performance from 2019, criteria linked to the Group s CSR performance to account for 10% in the annual variable remuneration of executive corporate offi cers, with the remainder determined 75% based on criteria linked to the Group s fi nancial performance and 15% based on qualitative criteria.
■ set the principles of the remuneration policy, actual remuneration, allowances and benefi ts in kind granted to the corporate offi cers and Heads of Risk and Compliance of Group subsidiaries that meet the threshold set by law and that have delegated these missions to the committee;
■ reviewed the Say on Pay sheets for each executive corporate offi cer of BNP Paribas;
■ reviewed the resolution relating to remuneration paid to material risk takers;
■ examined the allocation of d irectors fees and the amount paid to each d irector in respect of 2018 on the basis of an audit of Directors actual attendance at Board and Committee meetings.
