2018 Registration document and annual fi nancial report - BNP PARIBAS 69

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

These guidelines are approved by the Board of directors. Updates shall also be submitted for approval to the Board of directors.

b. Defi nitions Members of the management body mean the directors, the Chief Executive Offi cer, and the Chief Operating Offi cer(s).

Key function holders means, for the purposes of the Fit and Proper Guidelines, the Chief Financial Offi cer, the Head of Compliance, the Head of Risk and the Head of the General Inspection, the Head of Legal, the Head of Human Resources, and the individuals to whom the Company has decided to confer the title of Deputy Chief Operating Offi cers.

Fit and Proper means the assessment conducted by BNP Paribas on the collective suitability of the Board and of the relevant individuals with regard to the following criteria:

■ knowledge, skills and experience;

■ good repute, honesty, and integrity;

■ independence of mind;

■ compliance with the rules on limitation on directorships and on availability.

Comply or explain process means the procedure in the Single Supervisory Mechanism by virtue of which the European Central Bank ( ECB ) and the competent national authorities announce their intention to comply, fully, partially, or not at all, with the guidelines issued by that authority.

Company means BNP Paribas.

CGEN means the Governance, Ethics, Nominations and CSR Committee of BNP Paribas.

SCA means the Secretariat of the Board of directors of BNP Paribas.

II. Identifi cation of, selection of, and succession plan for Members of the management body and Key function holders

a. Identifi cation of, selection of, and succession plan for directors

The CGEN is tasked with the identifi cation of the persons that are likely to be appointed as directors, regardless of their role on the Board of directors, to establish and to maintain at all times a list of these persons, which will be periodically monitored by the CGEN, without precisely determining the circumstances requiring their nomination to the Board of directors.

Identifi cation by the CGEN of the persons likely to be appointed as directors The CGEN shall identify and recommend to the Board of directors candidates suitable for the non-executive directorship of director, with a view to proposing their candidacy to the General Meeting. In the determination of the potential candidates, the CGEN assesses the balance of skills, experience, diversity, as well as the integrity and the capacity of understanding the stakes and the risks, both personal and collective, of the members of the Board. It ensures, furthermore, that the candidates are able to act objectively, critically and independently, notably with respect to other directorships they hold, that they have the courage necessary to express their thoughts and their judgements, suffi cient availability to have a strong commitment in their duties and the objectivity indispensable for their directorship and, lastly, the desire to protect the interests of the Company and ensure its proper running.

The CGEN specifi es the missions and the qualifi cations necessary for the duties to be carried out within the Board of directors and calculates the time to be devoted to such duties.

For the purposes of identifying the candidate, the CGEN,

■ on one hand, mandates, if it wishes so, one or several specialised agencies in the research for independent directors with the meaning of the provisions provided in Afep-Medef Code; this or these specialised agencies are selected further to a tender organised in coordination with the SCA;

■ on the other hand gathers inputs on this from other Board members.

Upon receipt of a proposal, the CGEN conducts a careful examination of the provisions of these guidelines as well as on the following criteria based on both personal and collective skills:

■ knowledge and skill in requested areas, based on experience and the ability to understand the issues and risks of key activities for the Bank, including social and environmental issues, enabling directors to make informed and effective decisions;

■ courage, in particular to express opinions and make judgments, enabling directors to remain objective and independent;

■ availability, i.e. sufficient time for the director to dedicate to his directorship and related training, and the assiduity, which allow for the necessary detachment and promote directors commitment and sense of responsibility regarding the exercise of their directorship;

■ loyalty, which fosters the director s commitment to the Company and to their duties within the Board, which collectively represents the shareholders;

■ director s proper understanding of the company s culture and ethics;

■ good repute and propriety: a person should not be considered of good repute and meeting the propriety criterion if his or her personal or business conduct gives rise to any material doubt about his or her ability to ensure his or her directorship as independent director.

The CGEN ensures the regular updating of the list of persons that are likely to be selected, and, once a year, reports to the Board the work performed in order to identify the persons that are likely to be appointed directors so that the Board can deliberate on it.

As appropriate, the CGEN shall identify those individuals likely to be selected for the non-executive directorship of Chairman in consideration of the criteria set out above.

Selection by the Board of directors of the persons likely to become members of the Board When the Board has to decide the appointment of a new member, the CGEN decides upon the submission of the candidacy to the Board in order, if the Board decides so, to propose such candidacy to the General Meeting. First, it shall communicate to the Chairman of the Board the name of the person who is likely to be appointed setting out the reasons for its proposal. The Chairman of the Board of directors contacts the relevant person and, in the case of an agreement with this person, asked the SCA to review the situation of the person in accordance with the above provisions. The candidate chosen is received by the Chairman of the CGEN and the Chairman of the Board.