(Advisory vote on the overall remuneration package in the 2014 financial year to senior managers and certain categories of personnel – article L.511-73 of the French Monetary and Financial Code)
The Annual General Meeting, in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, having reviewed the report of the Board of Directors and consulted pursuant to article L.511-73 of the French Monetary and Financial Code, hereby expresses a favourable opinion on the total remuneration package, which amounts to EUR 599 million paid out during the 2014 financial year, to effective senior managers and categories of personnel, including risk-takers, persons exercising supervisory functions and any employee who, given his/her overall income, is in the same remuneration bracket, whose professional activities have a significant influence on the risk profile of BNP Paribas or the BNP Paribas Group.
Presentation of the resolution
The sixteenth resolution, specific to the banking industry, provides that an advisory vote be taken at the Annual General Meeting on the overall remuneration package paid during the 2014 financial year to effective senior managers and some categories of employees whose professional activities have a material impact on the risk profile of the company or the Group.
This advisory vote is carried out in accordance with article L. 511-73 of the French Monetary and Financial Code. This concerns senior executives, who at BNP Paribas are the corporate officers, as well as certain categories of employees whose professional activities have a significant influence on the risk profile of the Group (Material Risk Taker - MRT).
Pursuant to the regulations in force, the Group has since 2009 implemented a policy on and strict supervision of compensation to limit risk-taking and align remuneration with the long-term objectives of the Group, particularly in terms of risk controls. In this context, the Group has ensured, as regards the variable compensation awarded to these categories of employees to defer their payments over the time, to subject them to the fulfilment of conditions, to index them to the BNP Paribas share performance or to that of equivalent instruments in compliance with applicable regulations, in order to align the interests of these employees with those of the shareholders. In 2014, the Group’s compensation policy was reviewed to take account of new regulatory provisions such as defined within the CRD4 Directive and the criteria defined by the European Banking Authority to identify MRTs. The consequence of applying these new provisions has been a very significant increase (more than double) of the number of employees considered as MRTs for the Group in 2014 compared to 2013 830 employees in 2014 versus 357 employees in 2013 by including in particular new employees in the retail banking activities and in control functions.
The compensation policy and amounts awarded to the corporate officers for their performance in 2014 are set out in the Registration Document and annual financial report 2014 , Title 2, Chapter 2. Moreover, the policy and the amount of compensation awarded to employees whose professional activities have a significant influence on the risk profile of the Group for 2014 are detailed in a report that will be disclosed on the BNP Paribas corporate website https://invest.bnpparibas.com before the General Meeting of 13 May 2015.
The amount of compensation actually paid in 2014, which is the subject of this resolution, is the result of payments for variable compensation awarded between 2011 and 2014 (in respect of the 2010, 2011, 2012 and 2013 financial years), for which payment was deferred and indexed according to the above provisions, as well as the fixed remuneration of the relevant employees in 2014. The amount paid of these variable compensation awarded in previous financial years has been affected by the fluctuation in the BNP Paribas share price and in certain cases by the failure to achieve performance criteria between the award date and the payment date.
Thus the overall compensation package paid in 2014 to the 830 employees identified as MRTs for the 2014 financial year was € 599 million (versus € 389 million for 357 employees in 2013).