2018 Registration document and annual fi nancial report - BNP PARIBAS 63

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

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Corporate governance report

3.3. OTHER PARTICIPANTS

3.3.1. Non-voting director (censeurs) The non-voting directors attend the meetings of the Board and of the specialised Committees in an advisory capacity.

3.3.2. Statutory Auditors The Statutory Auditors attend the meetings of the Board and of the specialised Committees which examine or close the annual or interim fi nancial statements and may attend the meetings of the Board and of the specialised committees when the Chairman of the Board considers it necessary.

3.3.3. Persons invited The Board can decide to invite one or several persons to attend the meetings.

3.3.4. Representative of the Central Works Committee The representative of the Central Works Committee attends the meetings of the Board in an advisory capacity.

3.3.5. Secretary of the Board The Secretary of the Board is appointed by the Board and attends the meetings of the latter.

3.3.6. Heads of the control functions If necessary, in the case of particular events affecting or likely to affect BNP Paribas, the heads of the control functions can report directly to the Board and, as the case may be, to its committees, to express their concerns without referring to the actual managers.

The individuals specifi ed in point 3.3 are subject to the same rules of ethics, confi dentiality and professional conduct as the directors.

3.4. ACCESS TO INFORMATION

3.4.1. Information and documentation For the purpose of effi ciently participating in the Board of directors meetings and making enlightened decisions, each director may ask that the Chairman or the Chief Executive Offi cer communicates to him all documents and information necessary to perform his duties, if these documents are useful for making decisions and are related to the Board of directors powers.

Requests are sent to the Secretary of the Board of directors who informs the Chairman thereof.

When the Secretary of the Board of directors considers this preferable, for reasons of convenience or confi dentiality, the documents thus placed at the disposal of the directors as well as of any person attending the meetings of the Board are consulted through the Secretary of the Board or through the competent employee of the Group.

3.4.2. Systems The placing at disposal of the directors or of any person attending the Board meetings of all of the documentation with a view to meetings of the Board, may be done by any means, including dematerialised. In this case, all the measures of protection considered necessary are taken to protect the confi dentiality, the integrity and the availability of the information and each member of the Board or any person who has received the documentation is responsible not only for the systems and media thus placed at disposal but also for their access.

3.5. TRAINING, INDIVIDUAL AND COLLECTIVE SKILLS The directors of BNP Paribas possess, both individually and collectively, the expertise, experience, skills, understanding and personal qualities necessary, notably in terms of professionalism and integrity, to properly perform their duties in connection with each of the signifi cant activities of BNP Paribas and guaranteeing effi cient governance and supervision.

The directors shall ensure that their knowledge is kept updated in compliance with the Policy on the suitability of M embers of the management body and Key function holders.

The directors elected by the employees benefi t from time devoted to training determined by the Board. At the end of the training, the training centre chosen by the Board must issue a certifi cate of regular attendance, which the director elected by the employees must remit to the Secretary of the Board.

ARTICLE 4. OBLIGATIONS

4.1. HOLDING AND KEEPING OF BNP PARIBAS SHARES Every director appointed by the General Shareholders Meeting must personally hold 1,000 shares. The director must hold all of the shares at the expiry of the period of payment period of the directors attendance fees, corresponding to twelve months of directorship. At the expiry of this period, every director shall make sure to keep the minimum number of BNP Paribas shares throughout his term of offi ce.

The directors undertake not to engage in any individual hedging or insurance strategies to cover their risk on such shares.

4.2. ETHICS - CONFIDENTIALITY

4.2.1. Ethics 4.2.1.1. Availability and regular attendance The members of the Board of directors shall devote the time and the effort necessary to carry out their duties and responsibilities, in compliance with the Policy on the suitability of M embers of the management body and Key function holders.

The directors elected by the employees benefi t from a preparation time determined by the Board.

4.2.1.2. Independence and loyalty Every member of the Board of directors shall at all times maintain his or her independence of mind, in compliance with the Policy on the suitability of M embers of the management body and Key function holders.

He shall act with loyalty towards the other directors, shareholders and BNP Paribas.

He shall refuse any benefit or service liable to compromise his independence.

4.2.1.3. Duty of vigilance Every member of the Board of directors is bound by a duty of vigilance with respect to the keeping, use and, as the case may be, the return of the systems, documents and information placed at disposal.