2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT

2018 Registration document and annual fi nancial report - BNP PARIBAS60

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

Corporate governance report

INTERNAL RULES OF THE BOARD OF DIRECTORS

PREAMBLE The rules concerning:

■ the Board of directors;

■ the members of the Board of directors, including their rights and obligations;

■ the Board of directors Committees;

are set by the statutory and regulatory provisions, the Company s Articles of Association, and these rules (in addition to these Internal r ules of the Board of directors, there is the Policy on the suitability of M embers of the m anagement body and Key function holders mentioned in 1.3 below).

The Board of directors also takes into account the French market guidelines concerning corporate governance and, in particular, the provisions of the corporate governance Code for listed companies published by the French employers organisations Association Française des Entreprises Privées (Afep) and the Mouvement des Entreprises de France (Medef), hereinafter called the Afep-Medef Code, to which BNP Paribas (the Company ) refers.

The Board of directors is a collegial body that collectively represents all shareholders and acts in all circumstances in the corporate interests of the Company.

The Board of directors is assisted by specialised committees:

■ fi nancial statements Committee;

■ internal control, risk management and compliance Committee;

■ corporate governance, ethics, nominations and CSR Committee; and

■ remuneration Committee;

as well as by any ad hoc committee.

PART ONE THE BOARD OF DIRECTORS, COLLEGIAL BODY

ARTICLE 1. DUTIES OF THE BOARD OF DIRECTORS

The Board of directors discusses any question coming within the scope of its statutory and regulatory duties and contributes to promoting the corporate values aimed, in particular, to ensuring that the conduct of BNP Paribas activities by its employees complies with the highest ethical requirements in order to protect the reputation of the Bank.

In particular and non-exhaustively, the Board of directors is competent in the following areas:

1.1. ORIENTATIONS AND STRATEGIC OPERATIONS The Board of directors:

■ determines BNP Paribas s business orientations and supervises their implementation by the Executive Management;

■ subject to the powers expressly allocated to the shareholders meetings and within the limit of the corporate purpose, it handles any issue concerning the smooth running of the Company and settles by its decisions any matters concerning it;

■ gives its prior approval with respect to all investment or disinvestment decisions (other than portfolio transactions) in an amount in excess of EUR 250 million, and any proposal to acquire or dispose of shareholdings (other than portfolio transactions) in excess of that threshold, submitted to it by the Chief Executive Offi cer. It is also regularly informed by the Chief Executive Officer of significant transactions which fall below this limit;

The Board:

■ adopted the principles and criteria for remuneration of the corporate executive officers in respect of 2018;

■ appraised and approved the committee s assessment of the quantitative and qualitative performance criteria linked to the annual variable remuneration of executive corporate officers in respect of 2017;

■ ensured that the change in the variable remuneration of executive corporate officers was appropriate;

■ approved the introduction, starting with the performance in 2019, of criteria linked to the Group s CSR performance to account for 10% in the annual variable remuneration of executive corporate officers, with the remainder determined 75% based on criteria linked to the Group s financial performance and 15% based on qualitative criteria. This decision will be referred to the Annual General Meeting of 23 May 2019;

■ approved the Say on Pay sheets with respect to 2017 of executive corporate officers to be submitted for the vote of the Shareholders Annual General Meeting;

■ was informed by the Committee Chairman of the approach used to identify those employees whose professional activities have a significant impact on the Company s risk profile ( material risk takers ) and the principles for their remuneration as proposed by Executive Management;

■ heard the Committee Chairman s report on the appropriateness of the remuneration of the Head of Risk and Head of Compliance;

■ approved the individual allocation of Directors fees for 2018.