2018 Registration document and annual fi nancial report - BNP PARIBAS90

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

➤ COMPONENTS OF REMUNERATION PAID OR AWARDED TO MR JEAN-LAURENT BONNAFÉ FOR THE YEAR SUBJECT TO A VOTE BY SHAREHOLDERS (AMOUNTS IN EUROS)

2018 Comments

Jean-Laurent BONNAFÉ - Chief Executive Offi cer

Fixed remuneration due with respect to the year

1,562,000 The remuneration paid to Jean-Laurent Bonnafé is determined by the method recommended by the Remuneration Committee and approved by the Board of directors. The most recent increase in fi xed remuneration is dated 25 February, 2016 effective as of 1 January, 2016.

Annual variable remuneration granted for the year ended(1)

1,470,245 The variable remuneration of Mr Jean-Laurent Bonnafé changes on the basis of criteria representative of Group results and his managerial performance. It is expressed as a percentage of a target variable remuneration corresponding to 100% of fi xed remuneration for the year. The quantitative criteria apply to the Group s overall performance. They are as follows:

■ ratio of net earnings per share for the year to net earnings per share for the previous year (37.5% of target variable remuneration);

■ percentage achievement of the Group s budgeted gross operating income (37.5% of the target variable remuneration).

After taking into account both quantitative and qualitative criteria, and the evolution of the Group s results, the Board of directors set the annual variable remuneration of Jean-Laurent Bonnafé for 2018 at EUR 1,470,245 i.e. 94% of the target;

■ Half of the non-deferred portion of the variable remuneration will be paid in May 2019, less the Directors fees received, where applicable, within the Group in 2018 for the Group s 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 as of 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. 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%.

Conditional long-term remuneration plan (fully deferred for a period of fi ve years)

282,644 The fair value of the LTIP awarded to Mr Jean-Laurent BONNAFÉ on 5 February 2019 with respect to 2018 amounted to EUR 282,644. The term of the LTIP is fi ve years. The two conditions of the LTIP, one rewarding an increase in the intrinsic value of the share, and the second - the potential outperformance relative to peers, are assigned equal weighting in order to measure their effects separately. Thus, payments under the LTIP may not exceed 137.5% of their award value.

Directors fees 59,924 Mr Jean-Laurent Bonnafé receives Directors fees for his term of offi ce as a Director of BNP Paribas SA.

Extraordinary remuneration None

Stock options awarded during the period

None No stock options were awarded to Mr Jean-Laurent Bonnafé for the year.

Performance shares awarded during the year

None No performance shares were awarded to Mr Jean-Laurent Bonnafé for the year.

Sign-on bonuses and severance payments

None