(Advisory vote on the overall compensation package in the 2015 financial year to effective 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 compensation package, which amounts to EUR 844 million paid out during the 2015 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 compensation 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 fourteenth resolution, which is specific to the banking industry, stipulates that an advisory vote is to be taken on the overall remuneration package paid in 2015 to executive managers and certain categories of personnel.
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 implements a policy on 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 makes sure that the payment of the variable compensation awarded to employees classed as MRT is deferred over time. It also ensures that this compensation is subject to the fulfilment of conditions, that part of it is indexed to the performance of the BNP Paribas share or equivalent instruments, and that the variable compensation is capped complying with the ratio of variable to fixed pay(). The Group’s compensation policy had been reviewed in 2014 to take into account the new regulatory provisions of CRD 4 and the criteria defined in the European Commission’s Delegated Regulation of 4 March 2014 relating to the identification of MRTs.
In 2015, the employees coming under the Group MRT category were identified according to the criteria defined by the above-mentioned Regulation, as well as the Group’s additional internal criteria, using the same method as in 2014. Nevertheless, for 2015, the Group decided not to make use of the possibility offered by the Regulation to request exemptions from the European Central Bank (ECB) for employees identified solely in respect of their remuneration level. Some 230 employees were thus added to the list exclusively on the basis of their high remuneration, owing to their expertise, despite the fact that their professional activities were not shown to have a material impact on the Group’s risk profile. The increase in the number of employees identified as Group MRTs in 2015 compared with 2014 is due mainly to that decision. If that approach had been applied in 2014, the number of employees identified as Group MRTs would have increased from 830 to 1,123, close to the figure of 1,183 employees identified as Group MRTs in 2015.
In 2014, 39.4% of the 1,123 employees mentioned above received variable compensation which was higher than their fixed compensation. This ratio was 35% for the 830 employees listed as Group MRTs in 2014. In 2015, 41.8% of the Group MRTs concerned had received variable compensation which was higher than their fixed compensation.
The compensation policy and amounts awarded to the corporate officers for their performance in 2015 are set out in the Registration document and annual financial report. 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 2015 are detailed in a report disclosed on the BNP Paribas corporate website https://invest.bnpparibas.com
The compensation actually paid in 2015 under this resolution is, by nature, different from the compensation awarded in respect of 2015 (as detailed in the report on the compensation of MRTs published on the corporate website of BNP Paribas). It depends on the partial payment of the variable compensation awarded between 2012 (in respect of the year 2011) and 2015 (in respect of the year 2014), for the portions payable in 2015 in accordance with applicable provisions. It also includes the payment of fixed compensation in 2015, taking into account any wage increases during the year. The variable compensation awarded in previous years may have been affected by the non-achievement of performance conditions and the difference in the BNP Paribas share price between the award date and the payment date.
In 2014, the overall compensation package paid to the 830 employees identified as MRTs was EUR 599 million. In 2015, the overall compensation package paid to the 1,183 Group employees identified as MRTs for year 2015 amounted to EUR 844 million. The average amount paid thus remained stable between 2014 and 2015.
() As approved by the Shareholders’ Annual General Meeting on 13 May 2015 for a period of three years.