2018 Registration document and annual fi nancial report - BNP PARIBAS 65

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

The remunerations Committee includes at least one director representing the employees.

Their remits do not reduce or limit the powers of the Board of directors.

The Chairman of the Board of directors sees to it that the number, missions, composition, and functioning of the committees are adapted at all times to the statutory and regulatory provisions, to the Board of directors needs and to the best corporate governance practices.

By decision of the Board, the internal control, Risk management and compliance Committee (CCIRC), the remunerations Committee (RemCo), the corporate Governance, ethics, nominations and CSR Committee (CGEN) may, in accordance with the provisions of Article L. 511-91 of the French Monetary and Financial Code (Code Monétaire et Financier) ensure their missions for the companies of the Group under the supervision of the regulator on a consolidated or sub-consolidated basis.

6.2. MEETINGS The Committees shall meet as often as necessary.

6.3. MEANS PLACED AT THE DISPOSAL OF THE COMMITTEES

They may call upon outside experts when needed.

The Chairman of a Committee may ask to hear any offi cer within the Group, regarding issues falling within this Committee s jurisdiction, as defi ned in the present Internal rules.

The Secretary of the Board prepares all of the documents necessary to the meetings of the specialised Committees and organises the placing of the documentation at the disposal of the directors and other participants in the meetings.

This documentation can be placed at disposal by any means, including dematerialised. In this case, all the measures of protection considered necessary are taken for the purposes of protecting the confi dentiality, integrity and the availability of the information and each member of the specialised Committee concerned or any person who has received the documentation is responsible not only for the systems and media and their provision but also for their access.

6.4. OPINIONS AND MINUTES They express opinions intended for the Board of directors. The Chairmen of committees, or in case of their impediment another member of the same committee, present a verbal summary of their work at the next Board of directors meeting.

Written reports of Committees meetings are prepared by the Secretary of the Board and communicated, after approval at a subsequent meeting, to the directors who so request.

ARTICLE 7. THE FINANCIAL STATEMENTS COMMITTEE

7.1. MISSIONS In accordance with the provisions of the French Commercial Code, the Committee ensures the monitoring of the issues concerning the preparation and verifi cation of the accounting and fi nancial information.

7.1.1. Monitoring of the process of preparation of the fi nancial information

The Committee is tasked with analysing the quarterly, half-yearly and annual fi nancial statements issued by the Company in connection with the closing of fi nancial statements and obtaining further explanations of certain items prior to presentation of the fi nancial statements to the Board of directors.

The Committee shall examine all matters relating to these accounts and financial statements: the choices of accounting principles and policies, provisions, analytical results, prudential standards, profi tability indicators, and all other accounting matters that raise methodological issues or are liable to give rise to potential risks.

It makes, as the case may be, recommendations, in order to ensure integrity of the elaboration process of the fi nancial information.

7.1.2. Monitoring of the effi ciency of the internal control systems and of risk management concerning accounting and fi nancial matters

The Committee shall analyse, at least twice a year, the summary of the operations and the results of the internal accounting and fi nancial control, as well as those originate from controls on the elaboration process and the processing of accounting, fi nancial and extra-fi nancial information, based on the information communicated to it by the Executive Management. It shall be briefed of incidents revealed by the accounting and fi nancial internal control, reported on the basis of the thresholds and criteria defi ned by the Board of directors and shall report on its fi ndings to the Board of directors.

It is informed by the Chairman of the Board of directors of any possible failure to implement corrective measures decided within the framework of the accounting and fi nancial internal control system that has been brought to his direct knowledge by the head of periodic control and reports on its fi ndings to the Board of directors.

7.1.3. Monitoring of the statutory auditing of the annual fi nancial statements and of the consolidated fi nancial statements by the Statutory Auditors as well as of the independence of the Statutory Auditors

The Committee shall steer the procedure for selection of the Statutory Auditors, express an opinion on the amount of fees charged for conducting the legal auditing engagements and report to the Board of directors on the outcome of this selection process.

It shall review the Statutory Auditors audit plan, together with their recommendations and their monitoring.

It shall be notifi ed on a yearly basis of the amount and breakdown of the fees paid by the BNP Paribas Group to the Statutory Auditors and the networks to which they belong, calculated using a model approved by the Committee. It shall ensure that the amount or the portion of the audit fi rms or the networks revenues that BNP Paribas represents is not likely to compromise the Statutory Auditors independence.

Its prior approval shall be required for any engagement entailing total fees of over EUR 1 million (before tax). The Committee shall approve, a posteriori, all other engagements, based on submissions from the Group Finance. The Committee shall validate the Group Finance s fast-track approval and control procedure for all non-audit engagements entailing fees of over EUR 50,000. The Committee shall receive, on a yearly basis from the Group Finance, a report on all non-audit engagements carried out by the networks to which the Group s Statutory Auditors belong.

It receives from the Statutory Auditors a written report on their main observations concerning the weaknesses of internal control and reviews it, as well as most signifi cant recommendations issued in the framework of their mission and reviews it. It takes notes of the most signifi cant statements and recommendations issued by the internal audit in the framework of their missions regarding accounting and fi nancial information.