2018 Registration document and annual fi nancial report - BNP PARIBAS74
2 CORPORATE GOVERNANCE AND INTERNAL CONTROL
2
Corporate governance report
2.1.3 REMUNERATION
REMUNERATION AND BENEFITS AWARDED TO THE GROUP S CORPORATE OFFICERS The legal provisions of the so-called Sapin 2 law provide for ex ante approval every year by the Annual General Meeting of the remuneration policy for executive corporate offi cers.
Further, the remuneration of executive corporate offi cers is the subject of an ex post vote on the payments made in application of the principles set out in the aforementioned remuneration policy. The Annual General Meeting then approves the total remuneration and the benefits in kind paid or granted with respect to the previous year. The variable components of remuneration with respect to the previous year can only be paid after the remuneration has been approved by the Annual General Meeting.
Remuneration policy for executive corporate offi cers submitted for shareholders ex ante approval, in accordance with article L.225-37-2 of the French Commercial Code, at the Annual General Meeting on 23 May 2019
In this report, the Board of directors provides details of the fixed and variable components of total remuneration and benefi ts in kind, attributable to the Chairman of the Board of directors, the Chief Executive Offi cer and the Chief Operating Offi cer for their corporate offi ces within BNP Paribas SA.
The elements of the remuneration policy presented below are the subject of resolutions submitted for the approval of the Shareholders Annual General Meeting voting under the quorum and majority conditions required for Ordinary Annual General Meetings. If the Annual General Meeting does not approve these resolutions, the principles and criteria provided for in the previous remuneration policy, having already been approved by the Annual General Meeting of 24 May 2018, will continue to apply.
With regard to the Chief Executive Offi cer and the Chief Operating Offi cer, payment of the variable components of their remuneration granted for the previous year will be subject to ex post approval by the Ordinary Annual General Meeting of the components of remuneration of the corporate offi cer in question under the conditions provided for by article L.225-100 of the French Commercial Code. This does not affect the Chairman of the Board of directors since he does not receive any variable remuneration.
The remuneration policy for the executive corporate offi cers complies with applicable legislation, the Afep-Medef Code and the BNP Paribas Responsibility Charter. The remuneration paid to the executive corporate offi cers is determined by the Board of directors and is based on the proposals of the Remuneration Committee. This Committee is comprised of two independent Directors and one Director elected by employees.
The remuneration of executive corporate offi cers takes account of these principles in the following objectives:
■ alignment with the Bank s social interest with that of its shareholders:
■ consistency with a medium to long-term outlook, especially in terms of the growth of the Bank s value, good risk management and the relative performance of its share;
■ integration of extra-fi nancial assessment criteria;
■ taking into account the CSR dimension in the determination of compensation;
■ guaranteeing suffi cient variability in the amounts allocated to refl ect changes in the Bank s results without weighing too heavily on fi xed expenses;
■ the transparency of compensation:
■ all components (fi xed, annual variable, multi-annual variable) are used in the overall assessment of the remuneration,
■ balance between the components of remuneration, which must contribute to the general interest of the Bank and refl ect best market practices and legal and regulatory constraints,
■ the rules must be stable, strict and intelligible;
■ remuneration that is suffi ciently attractive to facilitate the selection of profi les that are particularly competent in the Group s business areas.
I. Remuneration of the Chairman of the Board of directors
The Chairman does not receive any annual or multi-annual variable remuneration.
The Chairman s fi xed remuneration amounts to EUR 950,000 gross.
The absence of variable remuneration refl ects the independence of the Chairman with respect to the Executive Management.
Should a new Chairman be appointed, on the proposal of the Remuneration Committee, the Board of directors will set the fi xed remuneration in line with the new Chairman s profi le and experience.
II. Remuneration of Executive Management Remuneration includes:
■ a fi xed component;
■ an annual variable component;
■ a conditional long-term incentive plan (LTIP), which forms the multi- annual variable component.
The levels of these different components are determined using established market benchmarks.
Remuneration takes into account the cap on total variable remuneration in relation to fi xed remuneration (including awards under long-term incentive plans) in accordance with article L.511-78 of the French Monetary and Financial Code, applicable specifi cally to credit institutions.
In accordance with paragraph 2 of said article, the Shareholders Annual General Meeting of BNP Paribas SA of 24 May 2018 decided to reset this cap at twice the amount of fi xed remuneration.
