2018 Registration document and annual fi nancial report - BNP PARIBAS78
2 CORPORATE GOVERNANCE AND INTERNAL CONTROL
2
Corporate governance report
Malus and Claw-back clauses The LTIP provides for malus and claw-back arrangements. Accordingly, should the benefi ciary adopt a behaviour or perform acts which do not comply with BNP Paribas requirements as defi ned, in particular, as regard compliance with the code of conduct, applicable Internal rules and regulations, assessment and management of risks applicable to Group employees, the Board of directors may decide not only not to proceed with the payment of the set amount whether the employee still works for the Company or not, but may also request reimbursement for all or part of the sums paid under previous plans over the past fi ve years.
Moreover, this rule provides that in the event of the implementation of a bank resolution measure under the French Monetary and Financial Code, the LTIP rights shall be defi nitively cancelled.
The Board of directors reserves the right to reduce awards under the LTIP.
III. Extraordinary remuneration No extraordinary remuneration may be paid to the Chairman of the Board of directors, the Chief Executive Offi cer or the Chief Operating Offi cer.
IV. Benefi ts in kind The Chairman of the Board of directors, the Chief Executive Offi cer and the Chief Operating Offi cer have a company car and a mobile phone.
V. Stock option or share purchase subscription plans The Group s corporate offi cers do not benefi t from any stock option or share purchase subscription plans.
VI. Performance shares The Group s corporate offi cers do not benefi t from any performance or free shares.
VII. Post-employment benefi ts
1. Payments and benefi ts due or likely to become due upon termination or change of duties
Executive corporate offi cers do not receive any contractual remuneration for termination of their term of offi ce.
2. Post employment benefi ts The Chairman of the Board of directors and the Chief Executive Offi cer do not receive post-employment benefi ts in the event of retirement.
The Chief Operating Officer is entitled to the standard retirement benefi ts awarded to all BNP Paribas SA employees pursuant to his initial employment contract.
3. Top-up pension plan Executive corporate offi cers do not receive supplemental defi ned-benefi t pension plans.
They only benefi t from the defi ned-contribution top-up pension plan (article 83 of the French General Tax Code) set up for all BNP Paribas SA employees.
4. Welfare benefi t plans The Chairman of the Board of directors, the Chief Executive Offi cer and the Chief Operating Offi cer are entitled to the same fl exible welfare benefi ts (death and disability cover, as well as the common healthcare benefi t scheme) as all BNP Paribas SA employees and corporate offi cers.
They also receive death and disability insurance, which covers all employees of BNP Paribas SA.
The Chief Executive Offi cer and the Chief Operating Offi cer are also entitled to the supplementary plan set up for members of the Group s Executive Committee, which pays out additional capital of EUR 1.10 million in the event of work-related death or total and permanent disability. The employer contribution under this scheme is recognised as a benefi t in kind.
5. Non-compete agreement Please note, for information purposes, that the Chief Executive Offi cer signed a non-compete agreement with BNP Paribas SA on 25 February 2016. This agreement was approved by the Annual General Meeting of 26 May 2016 pursuant to the provisions of article L.225-38 of the French Commercial Code.
Under this agreement, if he ceases to hold any role or position in BNP Paribas, Mr. Jean-Laurent Bonnafé undertakes, for a period of 12 months, not to take any role whatsoever, either directly or indirectly, for a credit institution, investment or insurance fi rm whose securities are traded on a regulated market in France or abroad, or in France for a credit institution, investment or insurance fi rm whose securities are not traded on a regulated market.
Under this agreement, the Chief Executive Offi cer will receive a payment equal to 1.2 times the total of his fixed and variable remuneration (excluding multi-annual variable remuneration) received during the year prior to his departure. One-twelfth of the payment would be paid each month.
In accordance with the Afep-Medef Code which stipulates that the payment of a non-compete payment must be excluded if the person concerned claimed his pension rights or has exceeded the age of 65 and the stipulations of said non-compete agreement, the Board of directors and the Chief Executive Offi cer have agreed to fully comply with this provision.
VIII. Loans, advances and guarantees granted to the Group s executive corporate offi cers
BNP Paribas corporate offi cers and their spouses may be granted loans.
These loans, representing normal transactions, are granted on an arm s length basis.
Remuneration of executive corporate offi cers paid or awarded for 2018, in accordance with the remuneration policy approved by the Annual General Meeting on 24 May 2018
The information below shows gross remuneration amounts awarded, before tax and social security deductions.
I. Remuneration of the Chairman of the Board of directors
In accordance with the remuneration policy, the fi xed remuneration paid to Jean Lemierre in his capacity as Chairman amounted to EUR 950,000 in 2018.
The Chairman s remuneration is unchanged from 2017.
