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APPENDICES

COMPLIANCE WITH GOOD CORPORATE GOVERNANCE CRITERIA

Good corporate governance criteria BNP Paribas corporate governance
Board of Directors
Membership of the Board 15 directors, including:
  • 13 elected by shareholders and 2 by the employees
  • 4 nationalities
  • 10 independent directors
  • 6 women
The roles of Chairman and Chief Executive Officer are separated.
Directors’ term of office 3 years.
Meetings of the Board of Directors and average attendance rate 20 meetings, of which 13 exceptional meetings. In addition, the Board met once for a strategic seminar. Average attendance rate of 94%.
Annual assessment of the operation of the Board of Directors and its committees Annual assessment made by an external firm based firstly on an anonymous questionnaire with over one hundred questions covering the organisation of the Board and its operating conditions, and secondly on individual interviews conducted by the external firm.
Dividend At the Annual General Meeting on 13 May 2015, the Board of Directors recommended a dividend of €1.50 per share (identical to that paid in 2014). The total payout proposed amounts to €1,869 million, which is stable when compared with the 2014 payout.
Board Committees Number of members (number of independent members) Number of meetings (attendance rate)
Financial Statements Committee (See note 1)
(Note 1) The duties of the Audit Committee, which was set up in 1994, have been shared between a Financial Statements Committee and an Internal Control, Risk Management and Compliance Committee.
5 members at end 2014 The Committee is made up of 4 independent directors, representing a rate of 80%, and a majority of its members have experience and skills in financial management, accounting and financial reporting. 4 meetings (See note 2)
(Note 2) In addition, the Financial Statements Committee and the Internal Control, Risk Management and Compliance Committee met three times in a joint meeting, with a 100% attendance rate. These two committees thus met 12 times during 2014, whether together or separately.
95%
Internal Control, Risk Management and Compliance Committee (See note 1) 4 members at end 2014 The Committee has a three-quarter majority of independent directors, higher than the two-thirds recommended by the Corporate Governance Code. A majority of members are independent directors and have extensive expertise in finance and risk management through their professional training or experience. 5 meetings (See note 2) 100%
Corporate Governance and Nominations Committee 4 members at end 2014 The Committee has a three-quarter majority of independent directors, higher than the two-thirds recommended by the Corporate Governance Code. A majority of members are independent directors and have extensive expertise in finance and risk management through their professional training or experience. 6 meetings 100%
Compensation Committee 4 members at end 2014 Three-quarters of members are independent directors and have experience in compensation systems and market practices in this field. Three of its members are also members of the Internal Control, Risk Management and Compliance Committee, to encourage coordination of the compensation principles and risk policy. 6 meetings 100%
Annual General Meeting of shareholders
Best practices Commitment by directors to put their office at the Board’s disposal in the event of a significant change in their duties or appointments.
  • One share entitles the holder to one voting right and one dividend: no double voting rights, no limitation on votes.
  • There are no poison-pill defences against cash or share offers.
  • Shareholders may vote using the internet prior to the AGM.
  • Results are released immediately with details of the quorum after the AGM.
Annual General Meeting of 14 May 2014 15,179 shareholders voted in respect of 810,951,996 shares, an attendance rate of 65.21%.

Further information about BNP Paribas corporate governance.

Further information on the membership and practices of the Board of Directors and the Executive Committee, executive compensation and other aspects of corporate governance can be found in Chapter 2 of the Registration Document. One chapter is devoted to compensation and benefits awarded to the Group’s corporate officers.