2024 integrated report

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

OUR SHAREHOLDERS AND OUR INVESTORS

They have three main responsibilities:

• electing Directors (excluding Directors representing employees);
• voting on resolutions;
• conducting dialogue, exchanging ideas and contributing to 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 416,300 individual shareholders;
  • the “Cercle des actionnaires” (Shareholders’ Club) brings together some 46,500 individual shareholders who own at least 200 BNP Paribas shares;
  • in 2024, the Shareholder Liaison Committee held two meetings, primarily to discuss the capital structure and changes therein, the quarterly results and the economic outlook in a complex and uncertain environment.

At the heart of our governance is the principle of shareholder equality. None of the Bank’s shares entitles their holders to an increased dividend or double voting rights or limits the exercise of voting rights.

OUR BOARD OF DIRECTORS

Assisted by four specialised committees, the Board brings together the expertise of 14 Directors (see pages 44-45). It performs several missions:

• representing all shareholders and ensuring the quality of shareholder relationships;
• determining the Group’s strategic orientations on the recommendation of the General Management, with an objective of creating long-term value, whilst taking into account the social and environmental challenges of BNP Paribas’ activities;
• overseeing the quality of the information provided to shareholders and the markets;
• reviewing and approving the financial statements, ensuring their fairness;
• preventing and managing risks; ensuring compliance with internal control obligations;
• establishing the compensation policy for the Company’s Directors, Corporate Officers and regulated employees;
• appointing the Chairman, the Chief Executive Officer and, upon proposal of the Chief Executive Officer, the Chief Operating Officers;
• conducting the periodic review of the selection, appointment and succession process of Directors and Corporate Officers.

OUR GENERAL MANAGEMENT

Assisted by its Executive Committee, it comprises a Director and Chief Executive Officer, two Chief Operating Officers and a Deputy Chief Operating Officer. It meets at least once a week.

Its main missions are:

• recommending and implementing the strategy, overseeing the Group’s development and managing its day-to-day activities;
• informing and reporting to the Board of Directors.

The Executive Committee comprises General Management and the Heads of BNP Paribas’ main business lines and functions (see pages 46-47).