2021 INTEGRATED REPORT

Role and composition of our Board of Directors

Building a collective dynamic

Role and composition of our Board of Directors

What role does the Board of Directors play?

The Board of Directors is guarantor of the Group’s strategic direction. It determines the strategic orientations of BNP Paribas’ business, on proposal of the Executive Management which implements them, and strives to promote the creation of long‑term value in line with the social and environmental challenges facing BNP Paribas.

The Board has three general powers: to examine the Group’s strategic choices; to participate in its proper functioning; and to control and monitor any transaction related to the Group’s activities. The Board is also responsible for promoting Corporate Social Responsibility (CSR), overseeing risk management and ensuring that high‑quality financial information is communicated to shareholders and the markets.

What is the Board’s composition?

At the end of 2021, the Board of Directors was composed of 15 Directors: 13 Directors are appointed by shareholders, including one representing employee shareholders, and two Directors are elected by employees. The term of office for Directors is set at three years.

What are the missions of the specialised committees?

Four specialised committees have been set up within the Board of Directors. These committees issue opinions to facilitate the Board’s operations.

FINANCIAL STATEMENTS COMMITTEE (CdC)

The CdC is tasked with monitoring the preparation of financial information, the efficiency of the Internal Control systems and risk management systems in regards to accounting and financial matters, the statutory auditing of annual financial statements and the consolidated financial statements by the Statutory Auditors, as well as the independence of the Statutory Auditors.

  • 6 MEMBERS as of 1 January 2022

INTERNAL CONTROL, RISK MANAGEMENT AND COMPLIANCE COMMITTEE (CCIRC)

The CCIRC examines the main guidelines of the Group’s risk policy – including those related to environmental and social issues – based on market risk and liquidity and operational risk measures in application of the regulations in place, as well as any specific issues related to these subjects and methods. The Committee also reviews all compliance‑related issues, particularly those in the areas of reputational risk or professional ethics.

  • 5 MEMBERS

CORPORATE GOVERNANCE, ETHICS, APPOINTMENTS AND CSR COMMITTEE (CGEN)

The CGEN’s responsibilities include:

  • Oversight and monitoring of compliance with governance principles that take into consideration regulatory changes and the best corporate governance practices;
  • Identification, selection and succession of Directors and members of the Committees and Executive Management;
  • Assessment of the Board of Directors;
  • Appraisals of the independence of Directors;
  • Monitoring CSR issues.
  • 4 MEMBERS

COMPENSATION COMMITTEE (CR)

The CR is responsible for the annual review of the principles of the Group’s compensation policy, and more specifically:

  • Compensation, allowances and benefits in kind granted to the directorships and Corporate Officers of the BNP Paribas SA and major French subsidiaries;
  • Compensation for the Group’s regulated categories of personnel;
  • Evaluation of the compensation of the Head of the Risk Management Function and the Head of Compliance.
  • 4 MEMBERS