2018 Registration document and annual fi nancial report - BNP PARIBAS 73

2CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

At least once a year, the SCA asks the M ember s of the management body to update the form known as the EBA Form , under which are listed all the directorships held by each member of the management body, and to which is appended their availability table.

This update shall permit the SCA to ensure that all M ember s of the management body are in compliance with the Provisions of the CoMoFi and on availability on an ongoing basis.

V. Good repute, honesty, and integrity of the M embers of the management body

At all times, the members of the management body shall meet the requirements of good repute and show honesty and integrity.

Candidates and members of the management body undertake to immediately notify the Chairman of the Board of directors and the SCA of:

a) any conviction (including on appeal, in criminal, civil, or administrative proceedings);

b) any disciplinary measure;

c) any prior refusal of validation by competent banking or fi nancial authorities in France or abroad;

d) any refusal, withdrawal, revocation, or prohibition on management of any registration, authorisation, membership, or licence to conduct a business or profession;

e) any sanction by public authorities or professional organisations, or investigations or enforcement proceedings ongoing in France or abroad;

f) any dismissal for professional misconduct or any dismissal from a directorship of which he or she may be the subject;

g) any situation mentioned in a) through f) above concerning a company of which he or she is an executive offi cer, shareholder, or partner that is or might be the subject.

The SCA shall retain the written evidence and documents on which the analysis and the conclusions of the CGEN were based, in accordance with personal data laws and regulations. As part of this review, and at the request of the Chairman of the Board of directors, or, as applicable, the Chairman of the CGEN, the SCA may carry out any searches it deems useful, including questioning the relevant person.

If the Chairman of the Board of directors, or, as applicable, the Chairman of the CGEN, is notifi ed of the occurrence of one of the aforementioned cases, he or she shall inform the CGEN so that this latter, based on the analysis of the reported situation, can issue an opinion as to the good repute of the M ember of the management body and decide whether to ask him or her to resign. 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.

In addition, every M ember of the management board undertakes to act with loyalty and integrity toward the M ember s of the management board,

the shareholders, and the Company alike. Failing this, the Chairman of the Board of directors, or, as applicable, the Chairman of the CGEN, may refer the matter to the CGEN so that this latter can issue an opinion as to the loyalty and integrity of the M ember of the management body and may decide to ask him or her to resign.

VI. Diversity of the M embers of the management body and collective competence of the Board of directors

The CGEN shall set the objectives to achieve with respect to gender balance on the Board of directors, age diversity, professional qualifi cations and experience, and nationality among the M ember s of the management body, so as to ensure that at all times they have the skills necessary to understand the risks, issues, including social and environmental issues, and potential developments in the Company.

For this purpose, the CGEN periodically assesses and at least once a year, the structure, the size, the composition and the effectiveness of the Board of directors with respect to the missions which are entrusted to it, and makes any useful recommendations to the Board.

VII. Induction and training of the M embers of the management body

The Members of the Company s management body shall possess, both individually and collectively, the expertise, experience, skills, understanding, and personal qualities necessary, specifi cally in terms of professionalism and integrity, to properly perform their duties in connection with each of the significant activities of the Company, guaranteeing effective governance and supervision.

The M ember s of the management body shall maintain their knowledge in the following fi elds: fi nance and banking, risk management, regulations applicable to the Company, and, more broadly, any fi eld related to the development and strategy of the Company.

The Company shall dedicate the human and fi nancial resources required for the training of the M ember s of the management body. With this aim, annual training courses are administered by the managers of the topics presented, and strategy seminars are held.

In addition to the training courses mentioned above, any director may request additional training. For this purpose, he or she shall initiate a dialogue with the Chairman and the SCA, who shall determine the arrangements for the requested training.

The directors elected by the employees benefi t from time devoted to training determined by the Board. At the end of the training, the training centre chosen by the Board must issue a certifi cate of regular attendance, which the director elected by the employees must remit to the Secretary of the Board.

The Board of directors shall ensure that new directors meet with the key function holders.