(Advisory vote on the overall remuneration package in the 2013 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 389 million paid out during the 2013 financial year, to 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 impact on the risk profile of BNP Paribas or the BNP Paribas Group.
Presentation of the resolution
The fourteenth resolution is a specific resolution to the banking industry, provides that an advisory vote is to be taken on the overall remuneration package over the 2013 financial year to senior managers and certain categories of personnel.
This provision, which is part of the French banking law of 26 July 2013 on the separation and regulation of banking activities, is being applied for the first time at the 2014 Meeting. This concerns senior management, which at BNP Paribas means executive officers, and certain categories of employees whose professional activities have significant impact on the risk profile of the Company or Group.
According to the regulations in force, the Group has implemented since 2009 a policy and a strict supervision of remuneration to limit risk-taking and align remuneration with the long-term objectives of the Group, particularly in terms of controlling risks. In this context, the Group has made sure, for the variable compensation awarded to these categories of employees, to defer their payments over time, to make them subject to the achievement of conditions and index them in part to the performance of BNP Paribas stock in order to align the interests of employees with those of shareholders.
The remuneration policy and amounts awarded to the executive officers for their performance in 2013 are set out in the 2013 Registration document and annual financial report, Chapter 2.1. Moreover, the policy and the amount of compensation granted to employees whose professional activities have a significant impact on the risk profile of the Group for 2013 are detailed in a report included in an update to the 2013 Registration document and posted on the BNP Paribas corporate website http://invest.bnpparibas.com before the General Meeting.
The amount of compensation actually paid in 2013, which is the subject of this resolution, is the result of payments for variable compensation awarded between 2010 and 2013, for which payment was deferred and indexed according to the above provisions, as well as the fixed remuneration of the relevant employees in 2013. Thus, the overall amount of compensation paid to the 357 employees concerned for 2013 amounted to EUR 389 million.