2018 Registration document and annual fi nancial report - BNP PARIBAS92

2 CORPORATE GOVERNANCE AND INTERNAL CONTROL

2

Corporate governance report

➤ COMPONENTS OF REMUNERATION PAID OR AWARDED TO MR PHILIPPE BOREDENAVE FOR THE YEAR SUBJECT TO A VOTE BY SHAREHOLDERS (AMOUNTS IN EUROS)

2018 Comments Philippe BORDENAVE, Chief Operating Offi cer Fixed remuneration due with respect to the year

1,000,000 The remuneration paid to Mr Philippe Bordenave 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 awarded in respect of the year(1)

941,258 The variable remuneration of Philippe Bordenave 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 the quantitative and qualitative criteria, and the evolution of the Group s results, the Board of directors set the annual variable remuneration of Philippe Bordenave for 2018 at EUR 941,258 i.e. 94% of the target;

■ half of the non-deferred portion of the variable remuneration will be paid in May 2019, less Directors fees received, where applicable, within the Group in 2018 for Group 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 programme (fully deferred for a period of fi ve years)

180,950 The fair value of the LTIP awarded to Mr Philippe Bordenave on 5 February 2019 with respect to 2018 amounts to EUR 180,950. The term of the LTIP is fi ve years. The two conditions of the LTIP, one recognising an increase in the intrinsic value of the BNP Paribas share and the other recognising the potential outperformance of its 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 None Mr Philippe Bordenave does not receive Directors fees from any of the Group s companies. Extraordinary remuneration None Stock options awarded during the period

None No options were granted to Mr Philippe Bordenave during the year.

Performance shares awarded during the year

None No performance shares were granted to Mr Philippe Bordenave during the year.

Sign-on bonuses or severance payments

None Mr Philippe Bordenave receives no sign-on bonuses or severance payments.

Top-up pension plan defi ned-benefi t

None Mr Philippe Bordenave benefi ts from no supplemental defi ned-benefi t pension plans.

Top-up pension plan defi ned-contribution

1,708 The corporate offi cers benefi t from the defi ned-contribution plan (article 83 of the French General Tax Code) set up for all employees of BNP Paribas SA. The amount of contributions paid by the Company under the plan in 2018 to Mr Philippe Bordenave was EUR 1,708.

Collective welfare benefi t and healthcare plan

3,217 Mr Philippe Bordenave benefi ts from the disability, invalidity and death and healthcare insurance plans offered to employees and corporate offi cers of BNP Paribas SA. He also benefi ts from death and disability insurance covering all employees of BNP Paribas SA.

Benefi ts in kind 3,953 Mr Philippe Bordenave has a company car and a mobile phone. This amount also includes the employer contribution under the Executive Committee professional life insurance contract.

TOTAL 2,131,086

(1) Payment subject to the approval of the Annual General Meeting of 23 May 2019 pursuant to article L.225-100 of the French Commercial Code.