2021 INTEGRATED REPORT

Our governance bodies and their missions

Building a collective dynamic

Our governance bodies and their missions

BNP Paribas’ main governing bodies are made up of the Board of Directors and the Executive Officers (Chief Executive Officer and Chief Operating Officers).

Their role is to steer the Group’s strategy with a view towards sustainable growth, all while acting in the interest of BNP Paribas and its stakeholders, including its shareholders and investors in particular.

Under the leadership of its Chairman, the Board of Directors determines the strategy of BNP Paribas. It supports the Executive Management with assistance from the Executive Committee, which proposes the strategy, implements it and manages the Group’s day‑to‑day business.

SHAREHOLDERS AND INVESTORS

They have three main responsibilities:

  • To elect Directors (excluding Directors elected by BNP Paribas employees);
  • To vote on resolutions;
  • To dialogue, exchange and participate in discussions:
    • The "Investor Relations" team informs shareholders and investors on the Group’s strategy, significant developments and results;
    • The "Shareholders Relations" team answers questions from the Bank’s 345,000 individual shareholders;
    • The Cercle des actionnaires brings together some 46,000 individual shareholders who own at least 200 BNP Paribas shares;
    • In 2021, the Shareholder Liaison Committee organised two meetings to discuss, among other topics, capital structure and its changes, quarterly results and economic outlook in a still uncertain context.

Shareholder equality is at the heart of the Group’s governance principles, meaning no double voting rights, no limitation on the exercise of voting rights, and no rights to increased dividends on share equivalents are possible.

THE BOARD OF DIRECTORS

Assisted by four specialised committees, the Board brings together the expertise of 15 Directors (see page 62).

Its responsibilities include:

  • Representing all shareholders and the quality of their relations with them;
  • Determining the Group’s strategic choices based on the Executive Management’s proposals with the aim of creating long‑term value;
  • Providing quality of information to shareholders and the markets;
  • Reviewing and approving the Group’s financial statements and guaranteeing their fairness;
  • Risk prevention and management;
  • Compliance with internal control obligations;
  • Determining the compensation policy for the Company’s directorships, Corporate Officers and regulated populations;
  • Appointing of the Chairman, the Chief Executive Officer and, based on the proposal of the Chief Executive Officer, the Chief Operating Officers;
  • The periodic review of the selection of, appointment of and succession process for Directors and Corporate Officers.

EXECUTIVE MANAGEMENT ASSISTED BY ITS EXECUTIVE COMMITTEE

Meeting at least once a week, Executive Management is responsible for:

  • Informing and reporting to the Board of Directors;
  • Proposing and implementing strategy, ensuring the Group’s development and managing its activities on a daily basis. Since the Annual General Meeting of 18 May 2021, it has been composed of a Director and Chief Executive Officer, two Chief Operating Officers and two Deputy Chief Operating Officers;
  • The Executive Committee comprises Executive Management and the Heads of BNP Paribas’ main business lines and functions (see page 64).