2018 Registration document and annual fi nancial report - BNP PARIBAS72

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

IV. Compliance with rules on limitation on directorships and on availability of the M embers of the management body

The M ember of the management body complies with legal and regulatory provisions, specifi cally those set out in Articles L.511-52 and R.511-17 of the CoMoFi (the CoMoFi Provisions ) and in the Fit and Proper Guidelines, which are applicable to him or her or applicable to the Company in matters of limitation on directorships and of availability as well as those in the Afep-Medef Corporate Governance Code.

a. Compliance with rules when appointing a member of the management body

Once a candidate is chosen by the CGEN and prior to submitting it to the Board of directors, the SCA, under the responsibility of the Chairman of the Board of directors:

a) contacts the candidate in order to request the list of directorships as well as any other functions he or she may hold, and how much time is spent on them each year;

b) ensures that the candidate is in compliance with the Provisions of the CoMoFi regarding the limitation on directorships;

c) ensures that the candidate has the time required for the duties and training he or she would perform for the directorship in question;

d) and checks that these directorships and other functions are suitable with the position of a M ember of the management body, in accordance with the above provisions on independence of mind and management of confl icts of interest.

The candidate shall certify that the list of directorships and functions is complete and provide on request of the SCA any document (company bylaws, extracts from trade registers and equivalent etc.), certifi cate, statement, etc. that the SCA deems useful to have.

The SCA then analyses the directorships declared by the candidate so as to ensure that the Provisions of the CoMoFi are complied with. It records the written documents on which the analysis and the conclusions were based, in accordance with personal data laws and regulations. As part of this review, the SCA may carry out any searches it deems useful.

At the outcome of the SCA s review,

a) either the candidate is in compliance with the Provisions of the CoMoFi and has the time required to serve as a director: the SCA shall report to the Chairman of the Board of directors, who shall inform the Chairman of the CGEN. The CGEN shall then propose the candidate to the Board of directors which shall take a decision on his appointment or his co-option, as the case may be;

b) or the candidate is not in compliance with the Provisions of the CoMoFi or does not have the time required to serve as a director: the SCA shall inform the Chairman of the Board, who shall in turn notify the Chairman of the CGEN, so that the measures for remedying this situation can be reviewed with the candidate. If the candidate is willing to take the necessary arrangements prior to his/ her nomination or his/her co-option, the SCA states this in minutes which will in turn be submitted to the Board of directors which will decide, his/her nomination or his/her co-option, as the case may be.

If the candidate is not willing or cannot implement the necessary steps, the SCA established minutes to the attention of the CGEN, which acts the end of the selection process.

b. Compliance with rules while holding directorship as a M ember of the management body

At all times, the M ember s of the management body shall comply with the rules on limitation on directorships and dedicate the time and effort required to carrying out their duties and responsibilities. They accept the discipline involved in working together in the respect of each other s opinions and they exercise their sense of responsibilities towards shareholders and the other stakeholders of the Group.

In addition, directors shall actively and regularly participate in meetings of the Board of directors and of the committees, and shall attend the Annual General Shareholders Meeting. Furthermore, the directors elected by the employees, benefi t from preparation time determined by the Board.

To this end, every member of the management body 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, not belonging to a group of which he or she is an executive offi cer, or (ii) any participation in the specialised committees of a corporate body, or (iii) any new directorship, in France or abroad, such that the Board of directors, on the recommendation of the Corporate Governance, Ethics, Nominations and CSR Committee may decide on the compatibility of such an appointment with the non-executive directorship of director in the Company.

In this case, the SCA shall follow the analysis and verifi cation procedure provided for the appointment of a M ember of the management body.

At the end of the analysis referred to above, one of two situations may arise:

a) either the M ember of the management body accepting this new directorship complies with the Provisions of the CoMoFi, in which case the SCA informs the Chairman of the Board of directors, which in turn informs the CGEN. The CGEN then ensures that this new directorship complies specifi cally with the confl icts of interest rules on set out above;

b) or the M ember of the management body, by accepting this new directorship, is no longer in compliance with the Provisions of the CoMoFi, in which case the SCA shall inform the Chairman of the Board of directors, which shall report it to the Chairman of the CGEN, so that the measures for complying with the CoMoFi Provisions can be reviewed with the M ember of the management body.

Whatever the case, if he or she no longer has the time to perform his or her duties, the SCA shall so inform the Chairman of the Board of directors, which shall report it to the Chairman of the CGEN so that the measures for remedying the situation can be reviewed with the M ember of the management body.

If the M ember of the management body is willing to maintain his or her directorship in the Company, he or she shall either not accept the proposed directorship, or resign from a directorship he or she already holds. The SCA shall include this in minutes that shall then be submitted to the Board of directors.

If the M ember of the management body decides to accept this new directorship without resigning from any directorship he or she already holds, the M ember of the management body shall then tender his or her letter of resignation as M ember of the management body. The SCA shall mention this in a report to be addressed to the CGEN which acts this resignation, with the effective date to be decided on by the Board of directors. Any M ember of the management body who considers him- or herself unable to continue on the Board of directors, or on the Committees of which he or she is a member shall resign.