2018 Registration document and annual fi nancial report - BNP PARIBAS70

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

A selection for the non-executive directorship of Chairman of the Board of directors is submitted to the Chairman of CGEN so that this latter may contact the relevant candidate.

If the review and interview regarding the duties of both director and Chairman of the Board of directors are deemed to be satisfactory, the CGEN can then propose to the Board of directors to adopt the proposal for the submission of the candidacy.

The SCA can ask the candidates for any document required for its review, which it will retain pursuant to legal and regulatory provisions on personal data.

For specialised committees, the CGEN makes recommendations to the Board of directors on the appointment of the members in cooperation with the Chairman of the relevant Committee, and of the Chairmen of the Committees when they are to be renewed.

Succession plan for directors and review of the composition of the Board The CGEN is responsible for examining the provisions allowing for the succession of the directors as well as, where applicable, the Chairman.

Once a year, the SCA, under the responsibility of the CGEN, reviews the composition of the Board of directors in accordance with the provisions relating to the identifi cation of persons likely to become members of the Board of directors. The CGEN presents to the Board of directors the outcome of such review, which is subject to Board s deliberation.

b. Identifi cation of, selection of, and succession plan for the Chief Executive Offi cer and Chief Operating Offi cer(s)

The Board of directors appoints the Chief Executive Offi cer and, on the recommendation of the latter, the Chief Operating Offi cer(s), and sets any limits to their powers.

For this purpose, acting jointly with the Chairman, the CGEN puts forward recommendations for the selection of the Chief Executive Offi cer for consideration by the Board, and, acting on recommendation of the Chief Executive Offi cer, it puts forward recommendations for the selection of the Chief Operating Offi cer(s).

To identify the candidate, the CGEN conducts a careful examination of his or her candidacy in consideration of the provisions of this policy as well as the following criteria:

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

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

■ availability, i.e. the suffi cient time which the Chief Executive Offi cer and Chief Operating Offi cer(s) must dedicate to their duties and to the relevant training;

■ loyalty, which fosters the commitment of the Chief Executive Offi cer and the Chief Operating Offi cer(s) to the Company and its shareholders;

■ good repute and propriety: a person shall not be considered of good repute or meeting the propriety criterion if his or her personal or business conduct gives rise to any material doubt about his or her suitability as Chief Executive Offi cer or Chief Operating Offi cer, as the case may be.

The SCA can ask the candidate or the Company, as the case may be, for any document required for its review, which it shall retain pursuant to the legal and regulatory provisions on personal data.

It is also responsible for examining the provisions allowing the succession of the Chief Executive Offi cer and Chief Operating Offi cer(s).

c. Identifi cation and appointment of the K ey function holders

The CGEN ensures that in the identifi cation and appointment of the Key function holders by Executive Management, with the support of the Company s Human Resources, as the case may be, the following are considered:

■ skills, qualifi cation, and experience;

■ and good repute, honesty, and integrity.

III. Independence of mind and management of confl icts of interest of the members of the management body

In consideration of the so-called related-party agreements (conventions réglementées) regime in Articles L. 225-38 et seq. of the French Commercial Code, provisions regarding independence of mind and confl icts of interest set out in Section 9 of the Fit and Proper Guidelines and Principle 3 of the Guidelines on Corporate governance principles for banks, published in July 2015 by the Basel Committee on Banking Supervision, and with the objective to embrace the best practices observed in the governance area, the aim of this section is to (i) recall the general principles applied to ensure the independence of mind of every M ember of the management body, (ii) defi ne the situations of confl icts of interest to which directors may face in light of the various activities that the Group conducts and which could be in competition with the interests of the concerned director, shall it be directly or indirectly, and (iii) provide details, in case such confl ict of interest occurs, concerning the necessary measures to be adopted in order to take the situation into account and handle it in an appropriate manner.

a. General principles Every M ember of the management body shall at all times maintain his or her independence of mind, analysis, assessment, decision, and action so as to be able to issue opinions and make decisions in an informed, judicious and objective manner. For this purpose, the M ember of the management body shall respect both the legal and regulatory provisions applicable to confl icts of interest - specifi cally the so-called related-party agreements - and the provisions below on the measures to be adopted in recognizing confl icts of interest and managing them appropriately.

More specifi cally, the M ember of the management body shall refuse any benefi t or service liable to compromise their independence, and undertake to avoid any confl ict of interest (as described below).

Each member of the Board of directors shall freely express his or her positions, eventually minority positions, about the subjects discussed in the meetings of the Board or specialised committee.

It is recalled that any confl ict of interest may question the fact that a director qualifi es as an independent director according to the provisions of the Afep-Medef Code.