2018 Registration document and annual fi nancial report - BNP PARIBAS 71

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

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Corporate governance report

b. Cases of confl icts of interests Besides the so-called conventions réglementées regime provided for by articles L. 225-38 and subseq. of the French Commercial Code, the following situations may give rise to confl icts of interest:

a) each agreement entered into directly, or through an intermediary person(1), between a company that BNP Paribas controls within the meaning of Article L. 233-16 of the French Commercial Code and one of the members of the Company s management body;

b) each agreement to which one of the M embers of the Company s management body is indirectly interested, meaning that without being directly party to the said agreement entered into by one of the companies controlled by the Company within the meaning of Article L. 233-16 of the French Commercial Code, the member of the management body benefi ts in a way or another from the agreement;

c) each agreement entered into between one of the companies controlled by the Company, within the meaning of Article L. 233-16 of the French Commercial Code, and a company owned by a member of the Company s management body or to which such director is also an owner, general partner, manager, director, member of the supervisory board or, generally, in a senior manager of this company;

d) each situation where M embers of the management body are or might be, in relation with the exercise of his or her non-executive directorship, the recipient of privileged information (i) concerning a company in which he or she is an executive director within the meaning of c) or in which he or she exercises a function or holds interests whatever, or (ii) concerning the Company or one of the companies under its control within the meaning of Article L. 233-16 of the French Commercial Code which may be interests concerning the activity of a company in which he or she is an executive director within the meaning of c) or in which he or she exercises a function or holds interests whatever they may be;

e) each situation where the M ember of the management body could take part to a Board meeting to which would be interested any person with whom he or she has family or professional links, or tight relations;

f) the undertaking of a new directorship whether in a listed or unlisted entity, French or foreign, not belonging to a group of which he is a manager, or any participation in the specialised Committee of a corporate body or any other new directorship(2);

g) each currently valid commitment made under directorship previously held in France or abroad (e.g. a non-competition clause);

h) more generally, each situation that may constitute a confl ict of interest between the member of the management body and the Company or one of its subsidiaries within the meaning of Article L.233-16 of the French Commercial Code.

c. Management of confl icts of interests

Situations covered by the related-party agreements regime The M embers of the management body acknowledge having read and understood the related-party agreement regime and the obligations resulting from such regime.

Other situations If one of the situations described in a) through e) or g) or h) above should occur, the member of the management body shall immediately inform the Chairman of the Board of directors, who shall in turn inform the CGEN so that this latter, based on the analysis of the presented situation, may give an opinion which may consist of one or more measures described in the following paragraph. This opinion is then submitted to the Board of directors and if, followed by the said Board, is notifi ed by the Chairman of the Board, to the concerned director. The decision of the Board of directors will be included in the minutes of the meeting.

More specifi cally, if one of the situations described in a) through e) or g) or h) above should occur during a Board of directors meeting or one of its Committees, and without prejudice to the application of the preceding paragraph, the Board of directors or the Committee, as the case may be, shall immediately determine the measures to be taken, which may take different forms including the fact the concerned director or Committee would not participate to the debate or the votes, would not receive the information on the issue that gives or may give rise to a confl ict of interest, or even would have to leave the meeting of the Board or the Committee during the discussion of the concerned issue. The minutes of the Board or the Committee includes the measures adopted.

If the situation covered in f) above should occur, he or she shall inform the Chairman of the Board of directors of his or her intention to accept (i) a new directorship, whether in a listed or unlisted, French or foreign entity that does not belong to a group of which he or she is an executive director, or (ii) each participation in the specialised Committees of a corporate body, or (iii) any other new directorship, such that the Board of directors, on the recommendation of the CGEN, may decide on the compatibility of such an appointment with the non-executive directorship of a M embers of the management body in the Company. If necessary, the provisions on limitation on directorships and on the availability of M embers of the management body set forth below shall be applied mutatis mutandis.

In any case, if the Board considers that the relevant M ember of the management body is no longer able to perform his or her duties therein because of a confl ict of interest, he or she shall resign.

More generally, in the event of a breach of obligations with respect to confl icts of interest by a M embers of the management body, the Chairman of the Board of directors shall take all legal measures required to remedy it. He or she may, furthermore, keep the relevant regulators informed of such acts.

(1) The interposition of an intermediary corresponds to a situation in which the member of the management body is the ultimate real benefi ciary of the agreement between one of the companies that BNP Paribas controls and the co-contracting party of that controlled company.

(2) This includes those of a political nature.