2018 Registration document and annual fi nancial report - BNP PARIBAS80

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

The result in respect of each criterion is set out in the following table:

In euros Qualitative

criteria

Quantitative criteria Variable remuneration

set  by the Board

Reminder of target variable

remunerationGroup EPS (2) Group GOI (3)

Jean-Laurent Bonnafé Weighting(1) 25.00% 37.50% 37.50%

Measurement(1) 25.00% 35.52% 33.61% 1,470,245 1,562,000

Philippe Bordenave Weighting(1) 25.00% 37.50% 37.50%

Measurement(1) 25.00% 35.52% 33.61% 941,258 1,000,000

(1) As a percentage of target variable remuneration. (2) Ratio of earnings per share (EPS) for the year to earnings per share for the previous year. (3) Percentage achievement of target gross operating income (GOI).

Terms and conditions of payment a) The payment terms for variable remuneration of BNP Paribas Group

executive corporate offi cers in respect of 2018, in accordance with the provisions of the French Monetary and Financial Code and the EBA s 21 December 2015 Guidelines on remuneration policy are:

■ 60% of variable remuneration is deferred over fi ve years, at the rate of one-fi fth per year;

■ half of the non-deferred portion of the variable remuneration is paid in May 2019, subject to the approval of the Shareholders Annual General Meeting under the terms provided for by article L.225- 100 of the French Commercial Code, less Directors fees received, where applicable, within the Group in 2018 for entities other than BNP Paribas SA; and half in March 2020, indexed to the performance of the BNP Paribas share;

■ the deferred portion of the variable remuneration will be paid in fi fths starting in 2020. Each payment will be made half in March every year, and half in March of the following year, indexed to the performance of the BNP Paribas share since the award. The last payment in respect of 2018 will be made in March 2025.

b) In addition, the annual payment of the deferred variable remuneration is subject to the condition that the ROE before tax of the Group for the year preceding the payment is greater than 5%.

The Board found that this performance condition was met in 2018; accordingly, deferred remuneration payable in 2019 in respect of previous plans will be paid out.

3. Conditional Long-Term Incentive Plan (LTIP) covering a fi ve-year period LTIP amounts awarded in 2019 In accordance with the remuneration policy and on the proposal of the Remuneration Committee, the Board of directors set the LTIP amounts to be awarded in 2019.

The amount awarded under the LTIP is equal to the target annual variable remuneration for 2018.

LTIP awarded on 5 February 2019 (amounts in euros) Total awarded(*) Fair value of the amount

awarded(**)

Jean-Laurent Bonnafé 1,562,000 282,644

Philippe Bordenave 1,000,000 180,950

(*) See explanation above. (**) Fair value in accordance with IFRS of 18.10% of the amount awarded. The calculation is carried out by an independent expert.

4. Summary of the remuneration of executive corporate offi cers at 31 December 2018

The cap on total variable remuneration provided for by article L.511-78 of the French Monetary and Financial Code was not exceeded. Pursuant to article L.511-79 of the French Monetary and Financial Code, a discount rate may in addition be applied to no more than 25% of total variable remuneration inasmuch as the payment is made in the form of instruments deferred for at least 5 years.

After applying the discount rate to the variable remuneration amounts awarded in the form of instruments deferred for fi ve years (53.30% in accordance with applicable regulations (EBA guidelines) on application of the notional discount rate for variable remunerations, published on 27 March 2014), the ratio between total variable remuneration and fi xed remuneration is 1.71 for the Chief Executive Offi cer and the Chief Operating Offi cer for 2018.