2022 integrated report

Our governance bodies

Relying on our governance in a changing world

Our governance bodies

Our governance bodies Presentation and missions

The Group’s main governance bodies consist of the Board of Directors and Executive Officers (Chief Executive Officer and Chief Operating Officers). They steer strategy with a long-term vision and a sustainable growth objective, and act in the interest of the Group and its stakeholders, in particular its shareholders and investors. The Board of Directors determines the strategic orientations of BNP Paribas based on proposals made by the Executive Management, which, assisted by its Executive Committee, implements them and manages day-to-day business.

Shareholders and investors

They have three main responsibilities:

  • electing Directors (excluding directors representing employees);
  • voting on resolutions;
  • conducting dialogue, exchanging and participating in discussions:
    • The Investor Relations team informs shareholders and investors about the Group’s strategy, significant developments and results;
    • the Shareholder Relations team answers questions from the Bank’s 377,500 individual shareholders;
    • the "Cercle des actionnaires" (Shareholders' Group) brings together some 46,400 individual shareholders who own at least 200 BNP Paribas shares;
    • in 2022, the Shareholder Liaison Committee organised two meetings to discuss, among other topics, capital structure and its changes, the quarterly results and the economic outlook within a complex and often 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.

Board of Directors

Assisted by four specialised committees, the Board brings together the expertise of 15 Directors (see page 68). Its mission covers:

  • the representation of all shareholders and the quality of shareholder relationship;
  • determining the Group’s strategic orientations based on the Executive Management’s proposals, with the aim of long-term value creation;
  • the quality of information provided to shareholders and markets;
  • reviewing and approving the Group’s financial statements and their fairness;
  • preventing and managing risk;
  • ensuring compliance with internal control requirements;
  • determining the compensation policy for the Company’s Directors and Corporate Officers and regulated populations;
  • appointing the Chairman, the Chief Executive Officer and, based on the proposal of the Chief Executive Officer, the Deputy Chief Executive Officers;
  • conducting the periodic review of the selection, appointment and succession process of Directors and Corporate Officers.

General Management

Meeting at least once a week, General Management, assisted by its Executive Committee, is responsible for:

  • proposing and implementing strategy, ensuring the Group’s development, and managing its activities on a daily basis;
  • informing and reporting to the Board of Directors.

It is composed of a Director and Chief Executive Officer, two Chief Operating Officers and two Deputy Chief Operating Officers.

The Executive Committee comprises General Management and the Heads of BNP Paribas’ main business lines and functions (see page 70).

Sustainable finance at the heart of our governance

Our governance system in terms of sustainable finance, is strengthened every year. Since 2021, three committees have been working to strengthen the integration of these issues into the Group’s strategy and within each entity.

Strategic Committee

Under the direction of the Director and Chief Executive Officer, this committee met seven times in 2022, and notably ruled on the Group’s commitments in terms of the alignment of credit portfolios (electricity production, oil and gas, automotive) and on its participation in the net-zero emissions coalitions (NZBA, NZAOA, NZAMI(1)).

Infrastructure Committee

Under the direction of the Group’s Chief Operating Officer, this committee met monthly to monitor the deployment of processes and reports related to sustainable finance, at the methodological, normative and operational levels.

Regulatory Committee

Chaired by the Group General Counsel and the Head of Company Engagement, this committee met three times in 2022 to inform its members about the main regulatory texts being prepared (European taxonomy, duty of care, CSRD(2)).

(1) NZBA: Net-Zero Banking Alliance, NZAOA: Net-Zero Asset Owner Alliance, NZAMI: Net Zero Asset Manager Initiative. (2) CSRD: Corporate Sustainability Reporting Directive.