BNP Paribas : Conférence RSE Exane - 28/09/2022 - BNP Paribas Corporate Governance

BNP PARIBAS

CORPORATE GOVERNANCE

Patrice MENARD

Advisor to the Group General Delegate

Head of Key Shareholders Relations

SEPTEMBER 2022

Corporate Governance within

BNP Paribas

The Board of Directors and its Committees

Corporate Officers' Compensation

Appendix

Corporate governance - September 2022

2

A Corporate Governance Framework Deeply Embedded in the Bank's Culture A « Triptic » Culture / Governance / Business Strategy

Balance, stability and consistency of the strategy

A culture of control and risk management, aiming at helping customers to implement their projects

A risk-reward balance closely monitored throughout the cycle

A commitment for a positive impact on society as a whole

Business model is closely aligned with culture, focused on:

• Customers (vs sales)
• Long term (vs short term) results
• Sustainability (vs growth)
• Efficiency (vs low cost)

A reputation based on rigorous rules of ethics, compliance and transparency and on a true social commitment: focus on

• Values, compliance, behavior
• Consistency of message
• Tone at the top......Echo from the bottom

Corporate governance - September 2022

3

Upholding the Highest Standards of Conduct and Ethics

Mission

Rules

Values

Practices

• Provide financing for the economy and advise clients in an ethical manner
• Have a positive impact on our stakeholders and on the society

• Elaborated at Group level and built around 7 themes (Customers' interests, Financial security, Market integrity, Professional ethics, Respect for colleagues, Group protection, Involvement with society)
• Enforced in every business line

• 4 strengths: Stability, Responsibility, Expertise, Good place to work
• 4 levers: Agility, Culture of compliance, Client satisfaction, Openness

• Annual performance appraisal, opportunity to reinforce the importance of appropriate behaviors
• Employee training
• Processes for employees to raise concerns, notably whistleblowing procedure
• Incentive to be exemplary but also sanctions (clawbacks,…)

• The Group Code of Conduct has been updated in December 2021, especially its section on Fighting corruption that provides definitions as well as examples to illustrate prohibited behaviors.
• The Code of Conduct reminds the importance of the Conduct rules and provides guidance for the staff on how to rely on the Group values and their personal judgement to make the right decision. It also emphasizes on the possibility of speaking up.
• Since 2016, the Code has been implemented in all the business lines through dedicated frameworks, under the coordination of Compliance, in order to ensure the integration of Conduct into operational processes, controls, and more generally day-to-day activity, as well as to closely monitor the Group transversal priorities. The governance around Conduct has been significantly reinforced at Group, operating divisions and business lines level over the past few years.
• At end of 2021, 96.5% of Group employees were trained on ethical or Conduct matters through notably a new dedicated training path assigned to all staff, called the Conduct journey.

Source: https://group.bnpparibas/en/group/governance-compliance/compliance

Corporate governance - September 2022

4

BNP Paribas Company Purpose

BNP Paribas has formalized a "company purpose"

• Elaborated under guidance from the BNP Paribas Executive Committee
• Reviewed by the Board of Directors
• Based on BNP Paribas' Shared convictions, the Group Code of Conduct and the Engagement Manifesto
• Communicated to all employees and available externally

"BNP Paribas' mission is to contribute to responsible and sustainable growth by financing the economy and advising clients according to the highest ethical standards"

The Group offers secure, sound and innovative financial solutions to individuals, professional clients, corporates and institutional investors while striving to address the fundamental challenges of today with regard to the environment, local development and social inclusion

BNP Paribas employees aim to deliver services that have purpose and relevance for clients and the world around them

The Group innovates in order to be a leader in sustainable finance

BNP Paribas is developing the tools to measure our environmental and social impact

Corporate governance - September 2022

5