2019 Integrated Report

A governance to define and implement the Group’s strategic direction

Governance

A governance to define and implement the Group’s strategic direction

A GOVERNANCE TO DEFINE AND IMPLEMENT THE GROUP’S STRATEGIC DIRECTION

The Board of Directors and Executive Management are the main governing bodies of BNP Paribas. In a profoundly changing environment, they direct the Group’s strategy towards a goal of sustainable growth. They act together in the interests of the Group and its stakeholders, in particular shareholders and investors. Under the leadership of its Chairman, the Board of Directors defines BNP Paribas’ strategy. It supports Executive Management, which is assisted by its Executive Committee and which implements strategy and guides the Group’s activity on a day-to-day basis.

SHAREHOLDERS AND INVESTORS

  • They elect Directors (other than Directors elected by BNP Paribas employees).
  • They vote on resolutions.
  • They engage, participate and enrich discussions
    • The Investor Relations team informs them about the Group’s strategy, significant developments, and results.
    • The Shareholder Relations team answers questions from the bank’s 345,000 individual shareholders
    • The Cercle des actionnaires de BNP Paribas brings together some 43,000 individual shareholders who own at least 200 BNP Paribas shares
    • The Shareholder Liaison Committee met twice in 2019 to discuss, among other topics, the capital structure and changes to it, quarterly results, the activities of Partners in Action for Customer Experience (PACE), and the Compliance function.
  • They benefit from the principle of equality among shareholders: no double-voting rights, no limitations on the exercise of voting rights, no right to increased dividends on share equivalents.

BOARD OF DIRECTORS

  • It separates the functions of Chairman and Chief Executive Officer.
  • It represents all shareholders and ensures the quality of the relationship with them.
  • It determines the Group’s strategic choices based on proposals from Executive Management to create long-term value
  • It monitors the quality of information provided to shareholders and the markets.
  • It examines and closes the financial statements, ensuring their accuracy
  • It plays a determining role in risk prevention and management.
  • It ensures compliance with the obligations for which it is responsible in terms of internal control.
  • It appoints the Chairman, the Chief Executive Officer and the Chief Operating Officers
  • It periodically reviews the selection, appointment and succession of executive corporate officers
  • It brings together the expertise of 14 Directors (see page 50). 
  • The Board of Directors is assisted by four specialised committees (see page 50).

EXECUTIVE MANAGEMENT ASSISTED BY ITS EXECUTIVE COMMITTEE 

  • It informs and reports to the Board of Directors.
  • It implements strategy, oversees the Group’s development and guides its day-to-day activity.
  • It meets at least weekly.
  • It consists of a Chief Executive Officer and Director, a Chief Operating Officer and four Deputy Chief Operating Officers.
  • The Executive Committee brings together Executive Management and the heads of BNP Paribas’ main businesses and functions.