Consolidated financial statements for the year ended 31 december 2024
Information on the parent company financial statements at 31 December 2024
With its integrated and diversified model, BNP Paribas is a leader in banking and financial services in Europe. The Group leverages on strong customer franchises and business lines with strong positions in Europe and favourable positions internationally, strategically aligned to better serve customers and long-term partners.
It operates in 64 countries and has almost 178,000 employees(1), including nearly 144,000 in Europe. The Group’s activities are diversified and integrated within a distinctive model combining Commercial & Personal Banking activities in Europe and abroad, Specialised Businesses (consumer credit, mobility and leasing services, and new digital businesses), insurance, Private Banking and asset management, and banking for large corporates and institutionals.
BNP Paribas’ organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Banking & Services (CPBS) and Investment & Protection Services (IPS). These divisions include the following businesses:
BNP Paribas SA is the parent company of the BNP Paribas Group.
| 2024 | 2023 distributable(***) | 2023 reported | 2022 Restated according |
|---|---|---|---|---|
Revenues (in millions of euros) | 48,831 | 46,927 | 45,874 | 45,430 |
Gross operating income (in millions of euros) | 18,638 | 17,347 | 14,918 | 15,566 |
Net income Group share (in millions of euros) | 11,688 | 11,232 | 10,975 | 9,848 |
Earnings per share (in euros)(*) | 9.57 | 9.21 | 8.58 | 7.52 |
Return on tangible equity(**) | 10.9% | 11.0% | 10.7% | 10.2%(****) |
(****) 2022 return on tangible equity calculated on the basis of reported 2022 results, i.e. net income, Group share of EUR 10,196 million. | ||||
| 31/12/2024 | 31/12/2023 | 31/12/2022 |
|---|---|---|---|
Market capitalisation (in billions of euros) | 67.0 | 71.8 | 65.7 |
Source: Bloomberg. | |||
| Long-term and short-term ratings | Long-term and short-term ratings | Outlook | Date of last review |
|---|---|---|---|---|
Standard & Poor’s | A+/A-1 | A+/A-1 | Stable | 24 April 2023 |
Fitch | AA-/F1+ | AA-/F1+ | Stable | 16 October 2024 |
Moody’s | A1/Prime-1 | Aa3/Prime-1 | Stable | 17 December 2024 |
DBRS | AA (low)/R-1 (middle) | AA (low)/R-1 (middle) | Stable | 20 June 2024 |
The merger of BNCI and CNEP to form BNP represented the largest restructuring operation in the French banking sector since the end of the Second World War.
In the 1980s, deregulation of the banking sector and the growing tendency of borrowers to raise funds directly on the financial market transformed the banking business in France and worldwide.
With 3.8 million individual shareholders, Compagnie Financière de Paribas had more shareholders than any other company in the world. Compagnie Financière de Paribas owned 48% of the capital of Compagnie Bancaire.
BNP’s return to the private sector represented a new start. The 1990s were marked by a change in the level of profitability of the Bank, which had the highest return on equity of any major French institution in 1998. This period was marked by the launch of new banking products and services, the development of activities on the financial markets, expansion in France and at the international level, and preparation for the advent of the euro.
On 12 May 1998, the merger between Compagnie Financière de Paribas, Banque Paribas and Compagnie Bancaire was approved.
Following an unprecedented double tender offer and a stock market battle waged over six months, BNP was in a position to carry out a merger of equals with Paribas. For both groups, this was the most important event since their privatisation. It gave rise to a new Group with tremendous prospects. At a time of economic globalisation, the merger created a leading player in the European banking sector.
BNP and Paribas merged on 23 May 2000.
The new Group derived its strength from the two major financial and banking lines from which it descends. It has two goals: to create value for shareholders, clients and employees by building the bank of the future, and to become a leading global player.
BNP Paribas acquired BNL, Italy’s 6th-largest bank. This acquisition transformed BNP Paribas, providing it with access to a second Domestic Market in Europe. In both Italy and France, all of the Group’s business lines can now develop their activities by leveraging a nationwide banking network.
BNP Paribas took control of Fortis Bank and BGL (Banque Générale du Luxembourg).
in Poland, which will become BNP Paribas Bank Polska
which offers banking solutions that are accessible to all, directly online or at tobacconists, without conditions of resources
for the takeover of its Prime Brokerage business
With just over 40,000 people in 52 countries, Corporate & Institutional Banking (CIB) serves two types of clients – corporates and financial institutions (Banks, Insurance Companies, Asset Managers, etc.) – offering them tailored solutions in Capital Markets, Securities Services, Financing, Risk Management, Cash Management and Financial Advice.
Acting as a bridge between corporate and institutional clients, CIB aims to connect the financing needs of its corporate clients with the investment needs of its institutional clientele.
In 2024, approximately 37% of BNP Paribas’ revenues from operating divisions were generated by CIB. The division’s streamlined and efficient structure is designed to meet the needs of BNP Paribas’ corporate and institutional clients. CIB is thus organised around three main global business lines and three major regions:
Business lines:
Regions:
The Global Banking business is structured around two axes. On the one hand, the commercial support of around 4,400 large corporate clients of BNP Paribas to meet their banking needs via all the solutions offered by the BNP Paribas Group. On the other hand, global product and service platforms, including:
Since February 2023, Global Banking, previously organised around three independent regional platforms, has adopted a global organisation, with the aim of ensuring better commercial and operational coordination of teams and enabling better support for clients on an international scale.
This set-up supports the Group’s One Bank approach, offering clients entering a corporate business centre, access to an international Global Banking platform and ensuring they benefit from the expertise of all the other Group business centres.
In EMEA (Europe, Middle East, Africa), Global Banking activities are present in 29 countries. This set-up reinforces the One Bank for Corporates approach developed in close cooperation with the Group’s Commercial & Personal Banking.
In Asia-Pacific, Global Banking covers more than 1,100 Asian companies and more than 900 multinational clients with a presence in 12 territories.
In the Americas, Global Banking serves around 700 companies and 500 multinational clients in the United States, Canada and 6 Latin American countries.
Global Markets (GM) serves a wide range of corporate and institutional clients (institutions, private banks, distributors, etc.) with investment, hedging, financing, research and market intelligence products and services across all asset classes.
As an industry leader with significant market share on global financial markets and regularly ranked as one of the leading providers, GM offers a wide range of financial products and services on the equity, interest rate, foreign exchange, local and credit markets. With over 4,600 employees, GM has global coverage, operating in over 30 markets worldwide including a number of large-scale business centres, in particular London, Paris, New York, Hong Kong, Singapore and Tokyo.
The business comprises three global business lines, across two core activities::
Global Markets also offers a long-established foreign exchange Prime Brokerage, and a leading global Derivatives Execution and Clearing service, under the umbrella of its Technology Platforms business.
BNP Paribas Corporate & Institutional Banking is delivering on its strategy to become the leading European markets house on the world stage. Through both investment and organic growth, the Bank has built a comprehensive markets offering across its business lines.
Global Markets has continued to offer consistently excellent service across its comprehensive product range, acting as a strong, reliable European partner for global clients.
Securities Services is one of the major global players in securities services with EUR 13,249 billion in assets under custody and EUR 2,763 billion in assets under administration. With a global reach covering more than 90 markets, Securities Services’ custody network is one of the most extensive in the industry.
In its Awards for Excellence 2024, leading financial sector publication Euromoney has named BNP Paribas World’s Best Bank for Securities Services. Euromoney notably acknowledged that beyond “a strong period of new mandates and client expansion”, they awarded Securities Services at BNP Paribas for its “commitment over the much longer term”.
Securities Services offers solutions to all participants across the investment cycle:
Commercial, Personal Banking & Services includes the Group’s Commercial & Personal Banking networks and certain specialised businesses.
Employing more than 100,000 people, Commercial, Personal Banking & Services generated 53% of the revenue of BNP Paribas’ operating divisions in 2024 (61% for Commercial & Personal Banking and 39% for Specialised Businesses).
Commercial, Personal Banking & Services includes BNP Paribas’ Commercial & Personal Banking:
The CPBS division also includes specialised business lines:
With nearly 23,000 employees, Commercial & Personal Banking in France (CPBF) supports its customers in all their projects. CPBF offers innovative solutions in financing, payment, wealth & asset management, and insurance to 7.3 million individual customers, 778,000 professionals and very small enterprises, 24,500 corporate clients (SMEs, mid-sized and large corporates) and more than 54,000 associations.
CPBF thus occupies leading positions in Private Banking and Corporate Banking as well as strong positions in retail and professional banking. Combining the best in digital and human interaction, it provides its customers with broad interface capabilities, ranging from essential banking services, through a self-care solution, to customised guidance using dedicated teams and experts.
CPBF is structured around 10 regions covering 139 territories, making it possible to provide all customer bases with the right level of proximity whilst maintaining synergies between business lines.
All customer bases have dedicated areas appropriate to their needs:
CPBF also provides its customers with a full online relationship capability, based on:
Three independent studies(23) conducted in the second half of 2024 confirm CPBF’s digital leadership on the BNP Paribas and Hello bank! brands:
Furthermore, for Mindfintech, Mes Comptes was ranked as the No. 2 most innovative application in 2024 in the network banking market. And according to the Advents iBank360 survey (January 2025), BNP Paribas and Hello bank! were in the top three mobile banking applications in 2024.
In 2024, BNP Paribas Private Banking was voted “Best private bank in France” by Euromoney, The Financial Times (PWM The Banker), World Finance, Global Finance and International Investor. It was also named “Best advisor network of the year (private and expert bankers)” and “best digital Private Banking platform” by Citywire France in 2024.
BNL bc is Italy’s 6th largest Commercial and Personal bank in terms of total assets and 6th for customer loans(24).
With about 10,000 employees, BNL bc supports its customers widely. It provides a comprehensive range of banking, financial and insurance products and services to roughly 2.4 million individual customers(25), 54,000 Private Banking clients(26), 110,000 small businesses(27), 10,000 medium and large corporates(28) and 3,000 local authorities and non-profit organisations(29). This range of products and services are based on the Group’s expertise and its integrated model by developing business line cooperation.
BNL bc has innovative and client-tailored offer models, leveraging on a multi-channel distribution network, organised in 5 regions (“direzioni territoriali”) and 1 transversal direct banking area, integrating products and services for Retail Banking (including a network of more than 700 life bankers and 300 financial advisors), Private Banking and Corporate Banking. This organisation, named Rete Unica, aims at extending and strengthening the cross-selling approach to the whole distribution network, which includes:
The distribution network is completed by:
As a result of this set-up, BNL bc has a significant position in lending to households, especially residential mortgages (market share of 6.3%(30)) and has a deposit base (3.5%(31))) above the market penetration rate (3.1%(32) in terms of number of branches).
BNL bc is also well established in the corporate markets (4.2%(33)) of loans market share) and local authority, with recognised expertise in cash management, cross-border payments, project finance, structured finance and factoring, via its subsidiary Ifitalia (ranked 3rd in Italy(34)).
BNP Paribas Fortis is the No. 1 bank for retail customers in terms of market share(35) and has strong positions in the corporate and small business sector in Belgium. BNP Paribas Fortis is also the leading Private Bank in Belgium. BNP Paribas Fortis is also No. 1 in Belgium for Corporate Banking(36) and offers a full range of financial services to corporate clients, public sector entities and local authorities. On the strength of its teams’ commitment, the Bank aims to finance the specific needs of its customers, actively contribute to the development of the Belgian economy, and support the sustainable and energy transition, while affirming a deep commitment to society.
BNP Paribas Fortis has a commercial organisation organised in three segments to better meet customer expectations:
BNP Paribas Fortis serves customers through its various integrated networks, as part of a hybrid banking strategy combining physical networks and digital channels:
BNP Paribas Fortis continued its digital development and customer experience improvement, in particular with the development of remote Easy Banking services with new features and improved performance. The customer service centre building on robotics and artificial intelligence is fully deployed, allowing optimised processing of an increasing number of questions from customers and employees.
BNP Paribas Fortis received several awards for its quality of service to its customers in 2024. The bank was voted “Best bank in Belgium”, “Best investment bank in Belgium” and “Belgium’s best bank for ESG” by Euromoney, “Bank of the year in Belgium” by The Banker, and “Best private bank in Belgium” by Global Finance.
With a 15.8%(40) market share of the Retail Banking market and 19%(41) of the SME market, BGL BNP Paribas is the No. 2 commercial & personal bank in Luxembourg.
The three business lines, Luxembourg Retail Banking (LRB), Banque des Entreprises in Luxembourg (BEL) and Private Banking in Luxembourg (PBL), actively support the financing of the economy and adapt their strategy and network to changes in customer behaviour and new consumption patterns with a focus on digitisation.
With the expertise of their employees, they support their customers to bring their plan to fruition, with:
Within the CPBS division, Europe-Mediterranean (EM) brings together BNP Paribas’ commercial banking activities for individuals, professionals and companies outside the Eurozone. EM offers a full range of financial and extra-financial services, leveraging inter-business cooperation and the Group’s approach to risk diversification.
EM has been operating in 6 countries since 29 April 2023: Poland (BNP Paribas Bank Polska), Ukraine (UKRSIBBANK), Türkiye (TEB A.S.), Kosovo (TEB Sh.A), Morocco (BMCI) and Algeria (BNP Paribas El Djazaïr), and has a minority stake in China (Bank of Nanjing).
With more than 23,000 employees, EM supports its customers through three main business lines:
This year, EM banks have reaffirmed their commitment, within their respective regions, to enhance the experiences of both employees and customers. For example, TEB was recognised by Global Finance Magazine as the Best SME Banking Platform(42) in Türkiye for its mobile banking platform dedicated to corporate clients, CEPTETEB İŞTE. In addition, BNP Paribas El Djazaïr launched new innovative services in its mobile application MyDigibank(43).
EM operates in dynamic markets with significant growth potential by prioritising initiatives focused on social impact and ecological transition. UKRSIBBANK won the Most Resilient Bank award from FinAwards 2024(44) for the second consecutive year. The bank also signed charters to support veterans(45) and the restoration of energy infrastructure(46) to contribute to reconstruction of the country. In addition, BNP Paribas Bank Polska maintained its leading position in ESG rating in the banking sector of Poland(47) BMCI granted the first Inclusive and Sustainability Linked Financing (ISLF+) in the Moroccan market(48) to support financial inclusion.
Furthermore, EM banks aim to strengthen their positions as leading employers in their respective markets, while reaffirming their commitment to ensuring that the well-being of their employees is a key priority. For instance, BNP Paribas Bank Polska(49), UKRSIBBANK(50), TEB(51) and BNP Paribas El Djazaïr(52) certified as Top Employers in 2024.
A major player in retail financing in Europe, BNP Paribas Personal Finance operates in some twenty countries under its commercial brands such as Cetelem, Findomestic, or Consors Finanz and has nearly 17,000 employees for 22 million customers.
BNP Paribas Personal Finance has successfully completed its strategic transformation project to drive growth and profitability initiated in 2023, including a reorganisation of its operating model and a refocusing of its activities in Europe in Europe and the United Kingdom.
BNP Paribas Personal Finance is the financial partner of its clients’ day-to-day activities, giving them the means to carry out their projects in home and personal equipment, home renovation, mobility, telecommunications and supports them in their budget management needs. BNP Paribas Personal Finance also offers its trade, distribution and mobility partners, who are looking for a financial partner, a wide range of services to promote, sell and manage financing solutions.
The financing of clean mobility and home improvement are two major pillars of the development strategy.
BNP Paribas Personal Finance is continuing to strengthen its mobility business, in particular through international partnerships with major manufacturers such as Stellantis and Jaguar Land Rover. It aims for mobility to represent 50% of assets under management by 2025, including EUR 7.5 billion in sustainable assets.
The energy renovation of housing must improve the living conditions and comfort of consumers while reducing their greenhouse gas emissions. BNP Paribas Personal Finance aims to double its production volume to reach EUR 5 billion in sustainable assets under management by 2025.
In 2023, the European Investment Bank participated in an issuance by BNP Paribas Personal Finance of asset-backed securities for a total amount of EUR 450 million. Through this financial support, BNP Paribas Personal Finance will finance EUR 627 million in subsidised loans to French households over three years, to improve the energy efficiency of housing.
BNP Paribas Personal Finance has set itself a target of EUR 13.5 billion in sustainable assets under management by 2025 in total.
To meet all these challenges, BNP Paribas Personal Finance is pursuing a collaborative and structured innovation approach, in line with new consumer requirements, by inventing value-added solutions for its customers and partners. The Company’s restructuring includes a development plan and investments in technology: artificial intelligence, data, robotisation and automation.
The continuous adaptation of processes, tools, services and products to new challenges, combined with a customer satisfaction programme developed across all international activities, aims to offer the easiest and smoothest customer experience.
Arval is a major player in long-term vehicle leasing and a specialist in mobility solutions. As a specialised business within BNP Paribas’ Commercial, Personal Banking & Services division, Arval is positioned at the heart of the Group’s integrated model. Arval offers its corporate clients (from large multinationals to small and medium-sized enterprises), its partners, their employees, and individuals customised services for their travel needs.
At the end of 2024, Arval had nearly 8,600 employees in the 29 countries where the Company operates, leasing nearly 1.8 million vehicles to its 400,000 clients, who benefit from alternative mobility solutions to individual cars such as car-sharing, mobility cards, or bike rentals. Arval is the No. 2 in the multi-brand long-term vehicle leasing sector in Europe, ranking No. 2 in France, Spain, Italy, and Belgium, No. 1 in Poland, and No. 3 in the Netherlands (Source: Frost & Sullivan as of the end of December 2023).
Arval is the founding member of the Element-Arval Global Alliance. The fleets of all Alliance members represent more than 4.5 million vehicles in 55 countries.
Arval’s CSR strategy was awarded the Platinum EcoVadis medal in 2025, placing it in the top 1% of evaluated companies.
BNP Paribas Leasing Solutions supports the development of its customers and partners by offering them leasing and financing solutions with services to preserve their working capital.
At the heart of financing the real economy, BNP Paribas Leasing Solutions provides corporate clients with the flexibility they need to remain competitive and develop in a responsible and sustainable manner in their markets (agriculture, construction, IT, telecommunications, transportation, medical, real estate, food, materials handling, mobility infrastructure, etc.).
With over 3,000 employees, the Company operates in 21 countries in Europe, China, the United States and Canada.
BNP Paribas Leasing Solutions’ team of experts support:
BNP Paribas Leasing Solutions supports the environmental transition of its partners and clients by financing sustainable equipment (for example EV chargers, industrial electric vehicles, etc.).
In 2024, BNP Paribas Leasing Solutions advanced EUR 16.3 billion in asset finance and presently manages a EUR 40.4 billion leased asset portfolio.
In 2024, BNP Paribas Leasing Solutions was recognised as “European Lessor of the Year” by Leasing Life, a magazine dedicated to leasing in Europe. (Source: 21st Annual Leasing Life Conference & Awards 2024 – Arena International (arena-international.com)).
BNP Paribas Personal Investors is a digital banking and investment services specialist. It offers a broad range of banking, credit, savings and short- to long-term investment services to 2 million customers, on mobile applications, online, by phone or face-to-face. It provides decision-making tools, advice and analyses.
BNP Paribas Personal Investors also provides services and its IT platform to independent financial advisors, asset managers and fintechs. Services include market access, transactions, account management and custody services. BNP Paribas Personal Investors today has ~1,200 employees(53): on 27 November 2024, the Indian activities were sold at 100% to Mirae Group.
With the acquisition of Nickel in 2017, BNP Paribas responded to customers’ need to pay, and be paid, via a simple and handy service. With over 11,500 tobacconists and Nickel Points in Europe, Nickel has a strong position in its market as notably the leading distributor of current accounts in France, and also in Portugal, and second in Spain. Thanks to its digital model and a distribution method that is present throughout the country, Nickel maintained a sustained rate of customer acquisition throughout the year. Nickel had nearly 4.3 million accounts opened at 31 December 2024 in Europe. In Europe, Nickel is growing rapidly in Spain, Belgium and Portugal and, since September 2023, in Germany, always with the same model combining digital with physical point of sale networks.
Key player in payment facilities, Floa is developing innovative payment facilities and financial services for consumers, merchants and fintechs. By placing innovation and customer experience at the centre of its strategy, Floa supports new consumption patterns and business activity. Its unique technological expertise enables it to guarantee simplified and secure payments for consumers and traders, both online and in-store.
Floa already has almost 4 million individual customers in Europe and more than 15,000 e-commerce partners and outlets (including Cdiscount, Veepee Voyage, Samsung, Bricomarché, SFR, Iberia, etc.). Floa employs nearly 500 people in France and Europe. Floa relies on its fintech DNA and the Group’s financial strength to become a key player in “Buy Now Pay Later” in Europe.
Floa was also voted Customer Service of the Year for 2024, for the fourth consecutive year in the credit institution category and for the second year in the payment solution category.
The Investment & Protection Services (IPS) division brings together the Group’s activities dedicated to protection, savings, investment and real estate services. It strives to design innovative and sustainable products to support individuals, professionals, corporate clients and institutions in their projects and in their desire to have a positive impact:
IPS employs nearly 18,800 people in 46 countries and holds strong positions in the Group’s key growth regions. The division works closely with CPBS to anticipate clients’ savings and investment needs (offers, technologies, quality of the client experience, quality of advice) and with CIB to co-construct the best investment solutions for institutional clients and large companies.
In 2024, IPS announced various significant external growth transactions. The most transforming project is the acquisition of AXA IM(56).
As the world leader in creditor insurance(57), BNP Paribas Cardif designs, develops, and markets savings and protection solutions to insure individuals and their assets, enabling them to plan confidently throughout their lives. Operating in 30 countries and among the global leaders in bancassurance partnerships, BNP Paribas Cardif is a major player in financing the economy.
It offers its more than 70 million insured clients(58) savings solutions to build and grow capital and prepare for the future through products tailored to individual needs and projects. It also offers property insurance, health insurance, budget protection, income and payment protection, protection against life’s uncertainties (unemployment, accident, death), and private digital data protection to meet evolving consumer needs.
In total, more than 8,800 employees(59) worldwide contribute to gross written premiums of EUR 36.4 billion in 2024. BNP Paribas Cardif relies on a unique partnership approach based on a network of more than 500 partners. This multi-sector distribution network includes financial institutions, credit organisations, car manufacturers, retail chains, telecommunications operators, as well as brokers and wealth management advisors.
The insurer supports its partners by developing the most suitable insurance solutions for their needs and those of their clients: products that are increasingly simple to understand, accessible, and inclusive, thanks to smooth and multi-channel customer journeys, as well as integrated service ecosystems around various themes: retirement, employability, housing, well-being, old age, and automotive services (warranties and maintenance contracts).
After acquiring BCC Vita, the insurance company of the Italian banking group BCC Iccrea at the end of 2024, BNP Paribas Cardif has pursued its external growth momentum with the acquisition of Neuflize Vie in France, the subsidiary dedicated to life insurance of Neuflize OBC. BNP Paribas Cardif also announced the signing of an agreement to acquire AXA Investment Managers(60), with a closing expected by mid-2025. Resolutely focused on the future, BNP Paribas Cardif also continued its transformation, leveraging in particular on data and AI for an ever more simplified customer experience, and by intensifying its partnerships with digital distribution platforms and digital players.
True to its mission of making insurance more accessible, BNP Paribas Cardif aims to have a positive impact on its partners, their clients, its employees, and society in general. Concerned about its environmental impact, BNP Paribas Cardif has committed to aligning its portfolios with a carbon neutrality trajectory by 2050, reducing the carbon intensity of its investment portfolios linked to electricity producers, and has joined the Net-Zero Asset Owner Alliance. As an investor, it contributes to giving meaning to its policyholders’ investments and has set a goal of dedicating an average of EUR 1 billion per year by 2025 to positive impact investments, with EUR 3 billion(61) invested in 2024.
BNP Paribas Wealth Management is a leading global private bank and the number one private bank in the Eurozone(62) with EUR 462 billion in assets under management as of 12/31/2024(63). Present in 3 regions (Europe, Asia, and the Middle East) and 17 countries, it employs over 6,700(64) staff and supports a clientele of entrepreneurs, family offices, and high-net-worth individuals in protecting, growing, and transferring their assets.
In Europe, the Private Bank develops by being linked to the commercial banks of the BNP Paribas Group. Across all geographies, particularly in Asia, it leverages both the Bank’s historical presence and the Corporate & Institutional Banking businesses to meet the most sophisticated needs of its entrepreneurial clients.
As a reference player in the industry due to its experience, reputation, and expertise, BNP Paribas Wealth Management offers its clients a wide range of products and services by mobilising its extensive network of experts: financial experts, wealth engineers, discretionary portfolio managers, financial analysts, private bankers specialised in family shareholding, credit structuring experts, real estate specialists, responsible investment experts, advisors in rural land, art, philanthropy, etc., as well as privileged access to the entire expertise of the BNP Paribas Group.
BNP Paribas Wealth Management stands out particularly for its proximity to the “Entrepreneurs and Families” clientele, supporting them in building, developing, and preserving their business and personal wealth, leveraging all the Group’s capabilities.
For many years, sustainable investment and responsible innovation have been at the heart of BNP Paribas Wealth Management’s culture.
Finally, in a constant effort to innovate, BNP Paribas Wealth Management’s range of digital solutions continues to develop to offer a personalised client experience. Thus, a new version of the myWealth mobile application was co-created with its clients and launched in 2024.
BNP Paribas Wealth Management was recognised in 2024 with multiple awards, including:
BNP Paribas Asset Management (BNP Paribas AM) is the BNP Paribas Group’s dedicated asset management business, employing near 2,100 employees in 34 countries(65), with a significant commercial presence in Europe and the Asia-Pacific region. Through the BNP Paribas integrated model, BNP Paribas AM serves a large international client base and has close relationships with the distribution networks within BNP Paribas’ commercial banks. Ranked the 7th asset manager in Europe(66), BNP Paribas AM manages assets totaling EUR 604 billion(67) and employs 558 investment professionals(68).
BNP Paribas AM offers investment solutions for individual investors (through internal distributors – private banks and Commercial & Personal Banking within BNP Paribas – and external distributors), corporates and institutional investors (insurance companies, pension funds, official institutions). BNP Paribas AM focuses its expertise on five core capabilities - High Conviction Active Strategies, Emerging Markets, Private Assets, Systematic, Quantitative & Index investments, and Liquidity Solutions - with investment processes incorporating quantitative, ESG(69) and fundamental research. These capabilities can be combined into multi-asset solutions aligned with our clients’ goals.
BNP Paribas AM’s priority is to deliver long-term sustainable returns to its clients, based on an investment approach that integrates sustainability. 90%(70) of assets under management of its European-based open-ended funds, representing EUR 285 billion(71), are classified under article 8 or article 9 of the European SFDR regulation(72), which identifies funds according to their sustainability potential. This positioning is also supported by its 170(73) labelled funds(74), representing EUR 135 billion(75) in assets.
Furthermore, BNP Paribas AM won multiple awards in 2024, among which:
Thanks to its wide range of services and its more than 4,000(76) employees, BNP Paribas Real Estate supports its clients at all stages of the real estate lifecycle, from the design of a construction project to its daily management, through its business lines: Property Development, Advisory (Transaction, Consulting, Valuation), REIM, and Property Management.
This multidisciplinary offering covers all asset classes, whether offices, housing, warehouses, logistics platforms, retail, hotels, serviced residences, land estates, etc.
It is offered according to the needs of clients, whether they are institutional investors, owners, corporate users (SMEs, large companies), public entities, local authorities, or individuals.
In commercial real estate, BNP Paribas Real Estate is present in 24 countries, with:
In Property Development, BNP Paribas Real Estate is mainly present in the Ile-de-France region and several major regional cities such as Bordeaux, Lyon, Marseille, and Nice. Internationally, the Property Development activity is present in Germany, the United Kingdom, and the Iberian Peninsula. All projects aim for environmental certifications.
Aware of its economic, social, and environmental responsibilities, BNP Paribas Real Estate aims for sustainable real estate in all its activities and pursues a policy of improving the environmental qualities of the assets it builds, manages, and owns.
In a constant effort to improve its services, BNP Paribas Real Estate has launched a data visualisation solution. Through an online platform, clients can explore a 3D map of Europe, benefiting from Google’s Photorealistic 3D Tiles technology, enriched with their own real estate assets and public data. The power of the solution lies in the cross-referencing of data, which allows for a review of past urban developments and anticipation of future changes at the neighbourhood, city, or country level.
In 2024, BNP Paribas Real Estate received a dozen awards and recognitions in Europe, including:
In the context of the Group’s 2014-2016 business development plan, Personal Finance’s Mortgage Business, a significant portion of which is managed in run-off, was transferred to “Corporate Centre” as at 1 January 2014.Americas, Global Banking serves around 700 companies andAmericas, Global Banking serves around 700 companies andAmericas, Global Banking serves around 700 companies andAmericas, Global Banking serves around 700 companies and
At 31 December 2023, BNP Paribas SA’s share capital stood at EUR 2,294,954,818 divided into 1,147,477,409 shares. Details of historical changes in share capital are provided in chapter 6, note 6a Transactions in share capital.
In 2024, the number of shares comprising the share capital was affected by the cancellation of 16,666,738 shares following market buybacks: thus, at 31 December 2024, the share capital of BNP Paribas stood at EUR 2,261,621,342, divided into 1,130,810,671 shares with a par value of EUR 2 each.
The shares are all fully paid-up and are held in registered or bearer form at the choice of their holders, subject to compliance with the relevant legal provisions. None of the Bank’s shares entitles their holders to an increased dividend or double voting rights or limit the exercise of voting rights.
Dates | 31/12/2022 | 31/12/2023 | 31/12/2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Shareholders | Number of shares (in millions) | % of share capital | % of voting rights | Number of shares (in millions) | % of share capital | % of voting rights | Number of shares (in millions) | % of share capital | % of voting rights | |
SFPI (1) | 96.55 (2) | 7.8% | 7.8% | 63.22 (3) | 5.5% | 5.5% | 63.22 (4) | 5.6% | 5.6% | |
BlackRock Inc. | 74.46 (5) | 6.0% | 6.0% | 79.34 (6) | 6.9% | 6.9% | 67.91 (7) | 6.0% | 6.0% | |
Amundi | 74.00 (8) | 6.0% | 6.0% | 61.33 (9) | 5.4% | 5.4% | 55.95 (10) | 5.0% | 5.0% | |
Grand Duchy of Luxembourg | 12.87 | 1.0% | 1.0% | 12.87 | 1.1% | 1.1% | 12.87 | 1.1% | 1.1% | |
Employees | 52.73 | 4.3% | 4.3% | 57.65 | 5.0% | 5.0% | 50.91 | 4.5% | 4.5% | |
|
| 40.78 | 3.3% | 3.3% | 40.83 | 3.5% | 3.5% | 40.27 | 3.6% | 3.6% |
|
| 11.95 | 1.0% (*) | 1.0% (*) | 16.82 | 1.5% (*) | 1.5% (*) | 10.64 | 0.9% (*) | 0.9% (*) |
Corporate officers | 0.3 | NS | NS | 0.3 | NS | NS | 0.3 | NS | NS | |
Treasury shares (12) | 1.4 | 0.1% | - | 1.49 | 0.1% | - | 1.53 | 0.1% | - | |
Individual shareholders (13) | 68.6 | 5.6% | 5.6% | 66.52 | 5.8% | 5.9% | 79.89 | 7.1% | 7.1% | |
Institutional investors (13) | 853.42 | 69.2% | 69.3% | 804.76 | 70.2% | 70.2% | 798.52 | 70.6% | 70.7% | |
|
| 464.59 | 37.7% | 37.7% | 431.87 | 37.7% | 37.7% | 421.77 | 37.3% | 37.3% |
|
| 388.83 | 31.5% | 31.6% | 372.89 | 32.5% | 32.5% | 376.76 | 33.3% | 33.4% |
TOTAL | 1,234.33 | 100.0% | 100.0% | 1,147.48 | 100.0% | 100.0% | 1,130.81 | 100.0% | 100.0% | |
(*) Of which 0.4% for the shares referred to in article L.225-102 of the French Commercial Code to determine the threshold above which the appointment of a director representing employee shareholders must be proposed. | ||||||||||
The sum of the values indicated in the tables may differ slightly from the reported total due to rounding.
To the Company’s knowledge, there are no shareholders, other than SFPI and BlackRock Inc., who held more than 5% of the share capital or voting rights as at 31 December 2024.
The Société Fédérale de Participations et d’Investissement (SFPI) became a shareholder of BNP Paribas on the occasion of the merger with the Fortis group, which took place in 2009; during the same year, it made two declarations of threshold crossing to the Autorité des Marchés Financiers (AMF):
On 27 April 2013, the Belgian government announced the buy-back via SFPI of the purchase option that had been granted to Ageas.
On 6 June 2017 (AMF Disclosure No. 217C1156), SFPI disclosed that it owned 7.74% of the share capital and voting rights of BNP Paribas; this drop below the 10% capital and voting rights thresholds resulted from the sale of shares on the market. Since that date, SFPI has disclosed statutory threshold crossings without crossing legal thresholds.
On 9 May 2017 (AMF Disclosure No. 217C0939), BlackRock Inc. disclosed that its interest in BNP Paribas’ capital and voting rights had risen, as at 8 May 2017 above the 5% disclosure thresholds. On this date, BlackRock Inc. held 63,223,149 BNP Paribas shares on behalf of its clients and the funds it manages.
On 18 June 2019 (AMF Disclosure No. 219C0988), BlackRock Inc. stated that it held 62,764,366 BNP Paribas shares. Since that date, BlackRock Inc. has disclosed statutory threshold crossings without crossing legal thresholds.
On 6 January 2022 (AMF Disclosure No. 222C0046), Amundi, acting on behalf of the funds it manages, disclosed that its interest in BNP Paribas’ capital and voting rights had risen above the 5% legal thresholds on 31 December 2021 and that it held 74,482,498 BNP Paribas shares.
On 9 December 2024 (AMF Disclosure No. 224C2592), Amundi, acting on behalf of the funds it manages, disclosed that its interest in BNP Paribas’ capital and voting rights had fallen below the 5% legal thresholds on 4 December 2024 and that it held 55,951,643 BNP Paribas shares.
When the shareholders of BNP and Paribas approved the merger between the two banks at the Shareholders’ Combined General Meeting of 23 May 2000, BNP shares became BNP Paribas shares. The Euroclear-France code for BNP Paribas is the same as the previous BNP code (13110). Since 30 June 2003, BNP Paribas shares have been registered under ISIN code FR0000131104. To help increase the number of shares held by individual shareholders, BNP Paribas carried out a two-for-one share split on 20 February 2002, reducing the par value of the shares to EUR 2.
BNP shares were first listed on the Cash Settlement Market of the Paris Stock Exchange on 18 October 1993, following privatisation, before being transferred to the Monthly Settlement Market on 25 October of that year. When the monthly settlement system was discontinued on 25 September 2000, BNP Paribas shares became eligible for the Deferred Settlement Service (SRD).
Since privatisation, a Level 1 144A ADR (American Depositary Receipt) programme has been active in the United States, where JP Morgan Chase is the depositary bank (two ADRs correspond to one BNP Paribas share).
The ADRs have been traded on OTCQX International Premier since 14 July 2010 in order to provide better liquidity and visibility to US investors.
BNP Paribas has been part of the CAC 40 index since 17 November 1993 and became part of the EURO STOXX 50 index on 1 November 1999. Since 18 September 2000, the Bank's shares have been included in the STOXX EUROPE 600 index. BNP Paribas also joined the DJ BANKS TITANS 30 Index, an index comprising the thirty largest banks worldwide. It is also included in the EURO STOXX Banks and STOXX Banks indices. Lastly, BNP Paribas shares are also included in the main sustainable development benchmarks, including Euronext Sustainable World 120, Europe 120, Euro 120 and France 20 indices, FTSE4Good Index Series, and Stoxx Global ESG Leaders Index.
All of these elements foster liquidity and share price appreciation, as the BNP Paribas share is necessarily a component of every portfolio and fund that tracks the performance of these indexes.
Source: Bloomberg.
Over a fifteen-year period, from 31 December 2009 to 31 December 2024, despite geopolitical, financial and health crises, the increase in the BNP Paribas share price (+5.9%) was significantly higher than the performance of the Eurozone banks (EURO STOXX Banks: -33.6%) and European banks (STOXX Banks: -4.1%), demonstrating the long-term resilience of the diversified and integrated model.
Source: Bloomberg Composite EU Quote BNPP.
In euros | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
Net income attributable to the shareholders per share(1) | 5.31 | 7.26 | 7.80 | 9.21 | 9.57 |
Net book value per share(2) | 82.3 | 88.0 | 89.0 | 96.0 | 102.5 |
Net dividend per share | 2.66 (3) | 3.67 (5) | 3.90 (6) | 4.60 (7) | 4.79 (8) |
Cash pay-out ratio (%)(9) | 50.00 (4) | 50.00 (5) | 50.00 (6) | 50.00 (7) | 50.00 (8) |
Share price |
|
|
|
|
|
Highest(10) | 54.22 | 62.55 | 68.07 | 67.02 | 73.08 |
Lowest(10) | 24.51 | 39.71 | 40.67 | 47.02 | 53.08 |
Year-end | 43.105 | 60.77 | 53.25 | 62.59 | 59.22 |
CAC 40 index on 31 December | 5,551.41 | 7,153.03 | 6,473.76 | 7,543.18 | 7,380.74 |
| |||||
The following table indicates, for various periods ending on 31 December 2024, the total return on a BNP share, then on a BNP Paribas share, as well as the effective annual rate of return.
Holding period | Investment date | Share price at the investment date (in euros) | Number of shares at the end of the calculation period | Initial investment multiplied by | Effective annual rate of return |
|---|---|---|---|---|---|
Since privatisation of BNP | 18/10/93 | 36.59 | 7.3351 | 11.8717 | 8.25% |
30 years | 03/01/95 | 37.20 | 6.5576 | 10.4393 | 8.13% |
Since the creation of BNP Paribas | 01/09/99 | 72.70 | 5.7552 | 4.6881 | 6.28% |
25 years | 03/01/00 | 92.00 | 5.7552 | 3.7046 | 5.38% |
20 years | 03/01/05 | 53.40 | 2.4170 | 2.6804 | 5.05% |
16 years | 02/01/09 | 30.50 | 2.0541 | 3.9883 | 9.03% |
13 years | 02/01/12 | 30.45 | 1.8251 | 3.5494 | 10.23% |
10 years | 02/01/15 | 49.43 | 1.6449 | 1.9707 | 7.02% |
8 years | 02/01/17 | 60.12 | 1.5268 | 1.5040 | 5.23% |
6 years | 02/01/19 | 38.73 | 1.3882 | 2.1227 | 13.37% |
5 years | 02/01/20 | 53.20 | 1.2921 | 1.4383 | 7.54% |
4 years | 04/01/21 | 43.86 | 1.2921 | 1.7446 | 14.96% |
3 years | 03/01/22 | 61.11 | 1.2311 | 1.1930 | 6.07% |
2 years | 02/01/23 | 53.91 | 1.1499 | 1.2632 | 12.41% |
1 year | 02/01/23 | 61.67 | 1.0751 | 1.0324 | 3.25% |
BNP Paribas endeavours to provide all shareholders with clear, consistent, high-quality information at regular intervals, in accordance with best market practice and the recommendations of stock market authorities.
The Investor Relations team informs institutional investors and financial analysts about the Group’s strategy, major events concerning the Group’s business and the Group’s quarterly results.
In 2025, the timetable is as follows(77):
Informative briefings are organised several times a year for all market participants, in particular when the annual and half-year results are released, or on specific topics, providing General Management with an opportunity to present the BNP Paribas Group and its strategy. Deep Dive meetings focused on presenting in detail a Métier or an activity of the Group have been organised in 2024 regarding Insurance, Equity & Prime Services and Corporate and Retail Payments. More specifically, an Investor Relations Officer is responsible for liaising with managers of ethical and socially responsible funds.
The Shareholder Relations team provides information and deals with queries from the Bank’s 416,300 individual shareholders (internal sources and SRD2 Survey at 31 December 2024). Twice a year, shareholders receive a financial newsletter outlining the Group’s main developments, and the minutes of the Annual General Meeting are sent in early July. During the year, shareholders are invited to meetings in various French cities where the Company’s achievements and strategy are presented by Executive Management (in 2024, for example, in Toulouse on 11 June and Lille on 8 October).
The members of the Cercle des actionnaires de BNP Paribas (BNP Paribas Shareholders’ Club), set up in 1995, are the 46,500 shareholders holding at least 200 shares. They receive the financial newsletters each half-year and the minutes of the Annual General Meeting. They also receive regular emails informing them of new events offered by the Club, all of which can be found on the website https://cercle-actionnaires.bnpparibas/, which also features all the available services. Each Club member has a personal and secure access to manage his/her registrations and retrieve his/her invitations.
In 2024, the Club offered nearly 300 face-to-face events (guided tours, concerts, live shows, film screenings, tennis competitions, workshops to raise awareness of climate issues, etc.), thematic videoconferences (for example, cybersecurity, history) and podcasts (interviews with art historians, etc.). In addition, the site’s Magazine pages contain articles related to the programming and BNP Paribas Group’s commitments.
A French toll-free phone number, 0800 666 777, provides the BNP Paribas share market price and allows members to leave a voice message for the Club team. Messages can also be sent by email to cercle.actionnaires@bnpparibas.com.
The BNP Paribas website (https://invest.bnpparibas/), available in French and English, offers users access to all information on the BNP Paribas Group (including press releases, key figures, coverage of the main events, etc.). All documents such as integrated reports and Reference documents or Universal registration documents, can also be viewed and downloaded. The financial calendar gives the dates of important forthcoming events, such as the Annual General Meeting, results announcements and shareholder meetings. The website also features the latest share performance data and comparisons with major indexes, as well as a tool for calculating performance.
Reports and presentations relating to BNP Paribas’ business and strategy aimed at all audiences (institutional investors, asset managers and financial analysts) are also available. The “Individual Shareholders” section shows information and features specifically designed for individual investors, in particular, access to information such as proposed events.
A section dedicated to social and environmental responsibility describes the Bank’s goals, the policy followed and the main achievements in this area.
In addition, there is a specific section dedicated to the Annual General Meeting which includes information regarding attendance at the meeting, ways to vote and practical matters, as well as a presentation of the resolutions and the complete text of all speeches made by corporate officers. Webcasts of the Annual General Meeting can be viewed on the Bank’s website.
In response to the expectations of individual shareholders and investors, and to meet strict regulatory transparency and disclosure requirements, BNP Paribas regularly adds sections to its website and improves existing sections with enhanced content and new functions.
After its formation in 2000, BNP Paribas decided to create a Shareholder Liaison Committee to help the Group improve communications with its retail shareholders. At the Annual General Meeting that approved the merger between BNP and Paribas, the Chairman of BNP Paribas initiated the process of appointing members to this committee, which was fully established in late 2000.
Chaired by Mr Jean Lemierre, it includes ten shareholders who are both geographically and socio-professionally representative of the retail shareholder population, along with two employees or former employees. Each member serves a three-year term. When their terms expire, announcements are published in the Group’s various financial publications; any shareholder may apply.
At end 2024, the Liaison Committee was composed of:
In accordance with the provisions of the charter, to which all participants have adhered and which serves as the Internal Rules, the members of the committee met twice in 2024, on 27 March and 27 September.
The main topics of discussion in 2024 included:
At the Annual General Meeting of 13 May 2025, the Board of directors will propose a dividend of EUR 4.79 per share (up by 4.1% compared to EUR 4.60 distributed in 2024). The ex-dividend date and the payment of the coupon would then take place on 19 May and 21 May 2025 respectively in the event of a positive vote by the AGM.
The total amount of the proposed cash distribution amounts to EUR 5,411 million, compared to a total of EUR 5,198 million in cash distributed in 2024.
Additionally, on 3 February 2025, BNP Paribas’ Board of directors, chaired by Jean Lemierre, approved the principle of a semi-annual interim dividend starting in the 2025 financial year, which would be paid out in late September. Each interim dividend would amount to 50% of the net earnings per share of the first half-year, in accordance with BNP Paribas’ cash payout distribution policy.
The first interim dividend related to the 2025 financial statements would be paid on 30 September 2025 and calculated on the basis of 50% of the net earnings per share of the first half of 2025.
Limitation period for dividends: any dividend unclaimed five years after its due date is forfeited, as provided by law. Dividends for which payment has not been sought are paid to the Public Treasury.
At 31 December 2024, 22,326 shareholders held BNP Paribas registered shares.
Shareholders who hold registered shares directly with BNP Paribas:
Registered shares held directly with BNP Paribas cannot be registered in a PEA (Share Savings Plan), given the regulations and procedures applicable to this vehicle. Investors whose shares are held in a PEA and who want to hold them in “registered” form can opt to hold them in an administered account (see below).
BNP Paribas is also extending its administered share account services to institutional shareholders. For institutional shareholders, this type of account combines the main benefits of holding shares in bearer form with those of holding registered shares directly with BNP Paribas:
The procedures for BNP Paribas’ Annual General Meetings are defined in article 18 of the Bank’s Articles of association.
The Board of directors calls an Ordinary General Meeting at least once a year to vote on the agenda set by the Board.
The Board may call Extraordinary General Meeting for the purpose of amending the Articles of association, and especially to increase the Bank’s share capital. Resolutions are adopted by a two-third majority of shareholders present or represented.
The Shareholders’ Combined General Meeting may be called in a single notice of meeting and held on the same date.
The Bank’s last Shareholders’ Combined General Meeting took place on 14 May 2024 on first notice. The text of the resolutions and the video of the meeting can be viewed on the BNP Paribas website, where the original live webcast was shown. The composition of the quorum and the results of the votes cast on resolutions were posted online the day after the meeting. A specific letter to shareholders included the minutes of this meeting.
The quorum broke down as follows:
| Number of shareholders | (%) | Shares | (%) |
|---|---|---|---|---|
Present | 952 | 4.96% | 615,244 | 0.08% |
Appointment of proxy | 636 | 3.31% | 161,760 | 0.02% |
Proxy given to Chairman | 7,882 | 41.03% | 15,990,100 | 1.95% |
Postal votes | 9,742 | 50.71% | 801,510,188 | 97.95% |
Total | 19,212 | 100.00% | 818,277,292 | 100.00% |
of which online | 17,283 | 89.96% | 685,958,335 | 83.83% |
Quorum | ||||
Number of ordinary shares (excluding treasury stock) | 1,129,261,693 | 72.46% | ||
Of the 17,283 shareholders who took part in our last Shareholders’ Combined General Meeting online:
All resolutions proposed to the shareholders were approved.
Results of the votes | Rate of approval |
|---|---|
ORDINARY MEETING |
|
First resolution: approval of the parent company financial statements for 2023 | 99.66% |
Second resolution: approval of the consolidated financial statements for 2023 | 99.70% |
Third resolution: appropriation of net income for the 2023 financial year and distribution of dividends | 99.95% |
Fourth resolution: Statutory Auditor's special report on agreements and commitments referred to in articles L.225-38 et seq. of the French Commercial Code | 99.79% |
Fifth resolution: authorisation for BNP Paribas to buy back its own shares | 98.63% |
Sixth resolution: reappointment of a Statutory Auditor with the mandate of certifying accounts and of certifying sustainability information (Deloitte & Associés) | 92.17% |
Seventh resolution: non-reappointment of two Statutory Auditors (PriceWaterHouseCoopers Audit and Mazars) and three Alternate Auditors (BEAS, Mr. Jean-Baptiste Deschryver and Mr Charles de Boisriou), and appointment of a Statutory Auditor with the mandate of certifying accounts and of certifying sustainability information (Ernst & Young et Autres) | 98.65% |
Eighth resolution: reappointment of a Director (Mr. Christian Noyer) | 98.49% |
Ninth resolution: ratification of the co-option of a Director and renewal of her mandate (Ms. Marie-Christine Lombard) | 99.16% |
Tenth resolution: appointment of a Director (Ms. Annemarie Straathof) | 99.85% |
The eleventh resolution and resolutions A to C aim to appoint a director representing employee shareholders and his/her replacement. As only one director’s seat is to be filled, only the candidate who obtains the most votes from shareholders that voted and at least the majority of those votes will be appointed |
|
Eleventh resolution: reappointment of a Director representing employee shareholders (Ms. Juliette Brisac) and of her replacement (Mr. Axel Joly) | 99.06% |
Resolution A not approved by the Board of directors: appointment of a Director representing employee shareholders (Ms. Isabelle Coron) and of her replacement (Mr. François Buisson) | 2.20% |
Resolution B not approved by the Board of directors: appointment of a Director representing employee shareholders (Mr. Thierry Schwob) and of his replacement (Mr. François Labrot) | 2.19% |
Resolution C not approved by the Board of directors: appointment of a Director representing employee shareholders (Mr. Frédéric Mayrand) and of his replacement (Ms. Catherine Magnier) | 2.19% |
Ms. Juliette Brisac is therefore appointed Director representing employee shareholders, |
|
Twelfth resolution: vote on the components of the compensation policy attributable to directors | 99.26% |
Thirteenth resolution: vote on the components of the compensation policy attributable to the Chairman of the Board of directors | 96.82% |
Fourteenth resolution: Vote on the components of the compensation policy attributable to the Chief Executive Officer | 91.00% |
Fifteenth resolution: vote on the components of the compensation policy attributable to the Chief Operating Officers | 88.53% |
Sixteenth resolution: vote on disclosures relating to compensation paid in 2023 or awarded in respect of the same year to all directors and corporate officers | 95.68% |
Seventeenth resolution: vote on the components of the compensation paid or granted in respect of 2023 to Mr. Jean Lemierre, Chairman of the Board of directors | 96.10% |
Eighteenth resolution: vote on the components of the compensation paid or granted in respect of 2023 to Mr. Jean-Laurent Bonnafé, Chief Executive Officer | 91.25% |
Nineteenth resolution: vote on the components of the compensation paid or granted in respect of 2023 to Mr. Yann Gérardin, Chief Operating Officer | 92.86% |
Twentieth resolution: vote on the components of remuneration paid or granted in 2023 to Mr. Thierry Laborde, Chief Operating Officer | 92.86% |
Twenty-first resolution: determination of the global annual amount of Directors’ fees | 98.25% |
Twenty-second resolution: advisory vote on the overall amount of compensation of any kind paid during 2023 to Executive Officers and certain categories of staff | 99.78% |
Twenty-third resolution: setting the upper limit of the variable portion of remuneration payable to Executive Officers and certain categories of personnel | 99.56% |
EXTRAORDINARY MEETING |
|
Twenty-fourth resolution: Delegation of authority to the Board of directors to increase the share capital, maintaining preferential subscription rights for existing shareholders, through the issue of ordinary shares and securities granting immediate or future access to new shares | 94.79% |
Twenty-fifth resolution: Delegation of authority to the Board of directors to increase the share capital, with the removal of preferential subscription rights for existing shareholders, through the issue of ordinary shares and securities granting immediate or future access to new shares | 92.33% |
Twenty-sixth resolution: Delegation of authority to the Board of directors to increase the share capital, without preferential subscription rights for existing shareholders, through the issue of ordinary shares and securities granting immediate or future access to new shares issued in consideration of securities tendered, within the limit of 10% of the share capital | 94.79% |
Twenty-seventh resolution: Overall limit on authorisations to issue shares with the removal of, or without, preferential subscription rights for existing shareholders | 99.42% |
Twenty-eighth resolution: Delegation of authority to the Board of directors to increase the share capital by capitalisation of reserves or earnings, share premiums or additional paid-in capital | 99.70% |
Twenty-ninth resolution: Overall limit on authorisations to issue shares with, without, or with the removal of, preferential subscription rights for existing shareholders | 94.49% |
Thirtieth resolution: Delegation of authority to the Board of directors to conduct transactions reserved for the members of the BNP Paribas Group Company Savings Plan, with the removal of preferential subscription rights, which may take the form of capital increases and/or reserved sales of securities | 99.70% |
Thirty-first resolution: Delegation of authority to the Board of directors to increase the share capital, without preferential subscription rights, by issuing super-subordinated contingent convertible bonds, that would only be converted into ordinary shares, within the limit of 10% of the share capital, if the CET1 ratio becomes equal to or lower than 5.125% | 96.59% |
Thirty-second resolution: Authorisation for the Board of Directors to reduce the share capital by cancelling shares | 99.77% |
Thirty-third resolution: powers for formalities | 99.98% |
BNP Paribas will hold its next Shareholders’ Combined General Meeting on 13 May 2025(79).
The meeting notices and invitations are available on the “invest.bnpparibas.com” website in French and English from the time of their publication in the French Bulletin of Compulsory Legal Announcements (Balo). Staff at all BNP Paribas branches are specifically trained to provide the necessary assistance and carry out the required formalities.
Holders of registered shares are automatically notified, regardless of the number of shares held, with a complete notice of meeting containing in particular the agenda, the draft resolutions and a voting form. A significant and fast-growing proportion (21.0% for the AGM of 14 May 2024, compared to 20.4% for the AGM of 2023) of notices of meeting to registered shareholders were sent via the internet after the shareholders concerned had given their prior agreement to this information procedure.
BNP Paribas informs holders of bearer shares via the internet regardless of the number of shares held, subject to their custodians being part of the Votaccess market system. Shareholders notified of the Annual General Meeting may take part quickly and easily. The Bank also provides custodians with notices of meetings and printed postal voting forms, which can then be sent to those shareholders who request them.
Holders of shares may gain admittance to a General Meeting provided these shares are recorded in their accounts two trading days before the Meeting(80). Holders of bearer shares must also present an entry card or certificate proving their ownership of the shares.
Using the Votaccess internet voting platform gives shareholders access to the notice of the Annual General Meeting. They can then either vote or appoint a proxy, or print their admission card if they wish to attend the Annual General Meeting in person.
Around 90% of the shareholders who took part in the vote in May 2024 used the platform set up.
Shareholders not using the online platform return the printed form enclosed with the notice of meeting to BNP Paribas. Before the Annual General Meeting, this document may be used to:
In addition to the legal thresholds, and in accordance with article 5 of the Articles of association, any shareholder, whether acting alone or in concert, who owns or may hold directly or indirectly at least 0.5% of the capital or voting rights of BNP Paribas, or any multiple of that percentage up to 5%, is required to notify BNP Paribas by registered letter with return receipt.
Once the 5% threshold is reached, shareholders are required to disclose any increase in their interest representing a multiple of 1% of the share capital or voting rights of BNP Paribas.
The disclosures described in the previous two paragraphs shall also apply when the shareholding falls below the above-mentioned thresholds.
In the case of failure to comply with these disclosure requirements, either legal or statutory, the undisclosed shares will be stripped of voting rights at the request of one or more shareholders who hold a combined interest of at least 2% of the share capital or voting rights of BNP Paribas.
This Corporate governance report was prepared by the Board of directors in accordance with the last paragraph of article L.225-37 of the French Commercial Code.
The information contained herein notably takes into account annex 1 of the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, AMF Recommendation No. 2012-02(1) amended on 28 July 2023, the 2024 AMF(2) report and the November 2024 Annual Report of the High Committee for Corporate governance (Haut Comité de Gouvernement d’Entreprise – HCGE).
Jean LEMIERRE Principal function: Chairman of the Board of directors of BNP Paribas | |||
|---|---|---|---|
Date of birth: 6 June 1950 Nationality: French Term start and end dates: 16 May 2023 – 2026 AGM Date first appointed to the Board of directors: 1 December 2014 ratified by the Annual General Meeting of 13 May 2015 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), Chairman of the Board of directors TEB Holding AS, director Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad TotalEnergies(*), director Participation(1) in specialised committees of French or foreign companies TotalEnergies(*), member of the Corporate Governance and Ethics Committee and member of the Strategy & CSR Committee Others(1) Centre d’Études Prospectives et d’Informations Internationales (CEPII), Chairman Paris Europlace, Vice-Chairman Association française des entreprises privées (Afep), member of the Board of directors Institut de la Finance durable (IFD), member of the Board of directors Institute of International Finance (IIF), member International Advisory Council of China Development Bank (CDB), member International Advisory Council of China Investment Corporation (CIC), member International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS), member | ||
Number of BNP Paribas shares held(1): 46,943(2) Business address: 16 boulevard des Italiens 75009 Paris France | |||
Education Graduate of the Institut d’Études Politiques de Paris Graduate of École Nationale d’Administration Law degree | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Chairman of the Board of directors: BNP Paribas Director: TEB Holding AS, TotalEnergies SA Chairman: Centre d’Études Prospectives et d’Informations Internationales (CEPII) Vice-Chairman: Paris Europlace Member: Board of directors of the Association française des entreprises privées (Afep), Board of directors of the Institut de la Financial durable (IFD), Institute of International Finance (IIF), International Advisory Council of China Development Bank (CDB), International Advisory Council of China Investment Corporation (CIC), International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS) | 2022: Chairman of the Board of directors: BNP Paribas Director: TEB Holding AS, TotalEnergies SA Chairman: Centre d’Études Prospectives et d’Informations Internationales (CEPII) Vice-Chairman: Paris Europlace Member: Board of directors of the Association française des entreprises privées (Afep), Board of directors of the Institut de la Financial durable (IFD), Institute of International Finance (IIF), International Advisory Council of China Development Bank (CDB), International Advisory Council of China Investment Corporation (CIC), International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS) | 2021: Chairman of the Board of directors: BNP Paribas Director: TEB Holding AS, Total SA Chairman: Centre d’Études Prospectives et d’Informations Internationales (CEPII) Vice-Chairman: Paris Europlace Member: Board of directors of the Association française des entreprises privées (Afep), Institute of International Finance (IIF), Orange International Advisory Board, International Advisory Council of China Development Bank (CDB), International Advisory Council of China Investment Corporation (CIC), International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS) | 2020: Chairman of the Board of directors: BNP Paribas Director: TEB Holding AS, Total SA Chairman: Centre d’Études Prospectives et d’Informations Internationales (CEPII) Vice-Chairman: Paris Europlace Member: Board of directors of the Association française des entreprises privées (Afep), Institute of International Finance (IIF), Orange International Advisory Board, International Advisory Council of China Development Bank (CDB), International Advisory Council of China Investment Corporation (CIC), International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS) |
(*) Listed company. | |||
Jean-Laurent BONNAFÉ Principal function: Director and Chief Executive Officer of BNP Paribas | |||
|---|---|---|---|
Date of birth: 14 July 1961 Nationality: French Term start and end dates: 17 May 2022 – 2025 AGM Date first appointed to the Board of directors: 12 May 2010 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), Director and Chief Executive Officer Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Pierre Fabre Group: Pierre Fabre SA, director Pierre Fabre Participations, director Participation(1) in Specialised committees of French or foreign companies Pierre Fabre SA, member of the Strategic Committee Others(1) Association Française des Banques (AFB), Chairman Fédération Bancaire Française (FBF), member of the Executive Committee Association pour le Rayonnement de l’Opéra de Paris, Chairman Entreprises pour l’Environnement, Vice-Chairman La France s’engage Foundation, member of the Board of directors | ||
Number of BNP Paribas shares held(1): 113,622(2) Business address: 16 boulevard des Italiens 75009 Paris France | |||
Education Graduate of the École Polytechnique Ingénieur en chef des Mines | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director and Chief Executive Officer: BNP Paribas Chairman: Association Française des Banques (AFB), Association pour le Rayonnement de l’Opéra de Paris Vice-Chairman: Entreprises pour l’Environnement Director: Pierre Fabre Group Member: Executive Committee of the Fédération Bancaire Française (FBF), Board of directors of La France s’engage Foundation | 2022: Director and Chief Executive Officer: BNP Paribas Chairman: Association Française des Banques (AFB), Association pour le Rayonnement de l’Opéra de Paris Vice-Chairman: Entreprises pour l’Environnement Director: Pierre Fabre Group Member: Executive Committee of the Fédération Bancaire Française (FBF), Board of directors of the Bank Policy Institute, Board of directors of La France s’engage Foundation | 2021: Director and Chief Executive Officer: BNP Paribas Chairman: Association pour le Rayonnement de l’Opéra de Paris, Entreprise pour l’Environnement Director: Pierre Fabre SA Vice-Chairman of the Executive Committee: Fédération Bancaire Française (FBF) Member: Board of directors of La France s’engage Foundation | 2020: Director and Chief Executive Officer: BNP Paribas Chairman: Association pour le Rayonnement de l’Opéra de Paris, Entreprise pour l’Environnement Director: Pierre Fabre SA Member of the Executive Committee: Fédération Bancaire Française (FBF) Member: Board of directors of La France s’engage Foundation |
(*) Listed company. | |||
Jacques ASCHENBROICH Principal function: Chairman of the Board of directors of Orange | |||
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Date of birth: 3 June 1954 Nationality: French Term start and end dates: 16 May 2023 – 2026 AGM Date first appointed to the Board of directors: 23 May 2017 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held under the principal function Orange(*), Chairman of the Board of directors Other offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad TotalEnergies(*), lead director Participation(1) in specialised committees of French or foreign companies BNP Paribas, Chairman of the Corporate Governance, Ethics, Nominations and CSR Committee and member of the Financial Statements Committee TotalEnergies, Chairman of the Corporate Governance and Ethics Committee and member of the Remuneration Committee and Strategy & CSR Committee Others(1) Club d’affaires franco-japonais, Co-Chairman French-American Foundation, Chairman of the Executive Committee | ||
Number of BNP Paribas shares held(1): 1,000 Business address: 111 quai du Président-Roosevelt 92130 Issy-les-Moulineaux France | |||
Education Graduate of the École des Mines Corps des Mines | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Chairman of the Board of directors: Orange Director: BNP Paribas, TotalEnergies Chairman: École Nationale Supérieure Mines ParisTech Co-Chairman: Club d’affaires franco-japonais Vice-Chairman: Institut de la Finance Durable (IFD)
| 2022: Chairman of the Board of directors: Orange Director: BNP Paribas, TotalEnergies Chairman: École Nationale Supérieure Mines ParisTech Co-Chairman: Club d’affaires franco-japonais Member: Board of directors of the Association française des entreprises privées (Afep) | 2021: Chairman and Chief Executive Officer: Valeo Group Director: BNP Paribas, TotalEnergies Chairman: École Nationale Supérieure Mines ParisTech Co-Chairman: Club d’affaires franco-japonais Member: Board of directors of the Association française des entreprises privées (Afep) | 2020: Chairman and Chief Executive Officer: Valeo Group Director: BNP Paribas, Veolia Environnement Chairman: École Nationale Supérieure Mines ParisTech Co-Chairman: Club d’affaires franco-japonais Member: Board of directors of the Association française des entreprises privées (Afep) |
(*) Listed company. | |||
Juliette BRISAC Principal function: Chief Operating Officer of the Corporate Engagement Department of the BNP Paribas Group(1) | |||
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Date of birth: 22 May 1964 Nationality: French Term start and end dates: 14 May 2024 – 2027 AGM Date first appointed to the Board of directors: 18 May 2021 | Offices(2) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director representing employee shareholders Supervisory Board of the Group profit sharing scheme mutual fund “BNP Paribas Actionnariat Monde”, Chairwoman Bénévolat de Compétences et Solidarité (BCS) by BNP Paribas, director Participation(2) in specialised committees of French or foreign companies BNP Paribas, member of the Financial Statements Committee
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Number of BNP Paribas shares held(2): 10,877(3) Business address: Millénaire 4 35 rue de la Gare 75019 Paris France | |||
Education Master’s degree in Economics and DESS in Banking & Finance from the University of Paris I Panthéon Sorbonne Graduate of the Institut français des administrateurs (IFA) Certified auditor of the Cycle des hautes études pour le développement économique (CHEDE) | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director: BNP Paribas Chairwoman: Supervisory Board of the Group profit sharing scheme mutual fund “BNP Paribas Actionnariat Monde” | 2022: Director: BNP Paribas Chairwoman: Supervisory Board of the Group profit sharing scheme mutual fund “BNP Paribas Actionnariat Monde” | 2021: Director: BNP Paribas Chairwoman: Supervisory Board of the Group profit sharing scheme mutual fund “BNP Paribas Actionnariat Monde” |
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(*) Listed company. | |||
Pierre-André de CHALENDAR (until 14 May 2024) Principal function: Chairman of the Board of directors of Compagnie de Saint-Gobain(1) | |||
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Date of birth: 12 April 1958 Nationality: French Term start and end dates: 18 May 2021 – 2024 AGM Date first appointed to the Board of directors: 23 May 2012 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held under the principal function Compagnie de Saint-Gobain(*), Chairman of the Board of directors Saint-Gobain Corporation, director Other offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Veolia Environnement(*), lead director Bpifrance, director Participation(1) in specialised committees of French or foreign companies BNP Paribas, Chairman of the Remuneration Committee and member of the Corporate Governance, Ethics, Nominations and CSR Committee Veolia Environnement, Chairman of the Nominations Committee, member of the Remuneration Committee and member of the Corporate Purpose Committee Bpifrance, Chairman of the Remuneration Committee, Chairman of the Climate Committee Others(1) Institut de l’entreprise, Chairman Essec, Chairman of the Supervisory Board La Fabrique de l’Industrie, Co-Chairman Association française des entreprises privées (Afep), member of the Board of directors | ||
Number of BNP Paribas shares held(1): 7,000 Business address(1): Tour Saint-Gobain 12 place de l’Iris 92400 Courbevoie France | |||
Education Graduate of École Supérieure des Sciences Économiques et Commerciales (“Essec“) Graduate of École Nationale d’Administration | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Chairman of the Board of directors: Compagnie de Saint-Gobain Director: BNP Paribas, Veolia Environnement, Bpifrance, Saint-Gobain Corporation Chairman: Institut de l'entreprise, Board of overseers of Essec Co-Chairman: La Fabrique de l’Industrie Member: Board of directors of the Association française des entreprises privées (Afep) | 2022: Chairman of the Board of directors: Compagnie de Saint-Gobain Director: BNP Paribas, Veolia Environnement, Saint-Gobain Corporation Chairman: Board of overseers of Essec Co-Chairman: La Fabrique de l’Industrie Member: Board of directors of the Association française des entreprises privées (Afep) | 2021: Chairman of the Board of directors: Compagnie de Saint-Gobain Director: BNP Paribas, Veolia Environnement, Saint-Gobain Corporation Chairman: Board of overseers of Essec Co-Chairman: La Fabrique de l’Industrie Member: Board of directors of the Association française des entreprises privées (Afep) | 2020: Chairman and Chief Executive Officer: Compagnie de Saint-Gobain Director: BNP Paribas, Saint-Gobain Corporation Chairman: Board of overseers of Essec Co-Chairman: La Fabrique de l’Industrie Member: Board of directors of the Association française des entreprises privées (Afep) |
(*) Listed company. | |||
Monique COHEN Principal function: Director of companies | |||
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Date of birth: 28 January 1956 Nationality: French Term start and end dates: 16 May 2023 – 2026 AGM Date first appointed to the Board of directors: 12 February 2014, ratified by the Annual General Meeting of 14 May 2014 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Other offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Hermès International(*), Vice-Chairwoman of the Supervisory Board Safran(*), lead director Participation(1) in specialised committees of French or foreign companies BNP Paribas, Chairwoman of the Internal Control, Risk Management and Compliance Committee and member of the Corporate Governance, Ethics, Nominations and CSR Committee Hermès International, Chairwoman of the Audit and Risks Committee Safran, Chairwoman of the Nominations and Remuneration Committee Comgest Global Investors, member of the Board of Partners | ||
Number of BNP Paribas shares held(2): 9,620 Business address: 16 boulevard des Italiens 75009 Paris France | |||
Education Graduate of the École Polytechnique Master’s degree in Mathematics Master’s degree in Business Law | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International Director: BNP Paribas, Safran Member: Supervisory Board of Fides Acquisitions | 2022: Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International Director: BNP Paribas, Safran Member: Supervisory Board of Fides Acquisitions | 2021: Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International Director: BNP Paribas, Safran Member: Supervisory Board of Fides Acquisitions | 2020: Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International Director: BNP Paribas, Safran Member: Supervisory Board of Fides Acquisitions |
(*) Listed company. | |||
Hugues EPAILLARD Principal function: BNP Paribas Real Estate Business Manager | |||
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Date of birth: 22 June 1966 Nationality: French Term start and end dates: elected by BNP Paribas executive employees for three years from 16 February 2024 – 15 February 2027 Date first appointed to the Board of directors: 16 February 2018 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Other offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Action Logement Services, director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Internal Control, Risk Management and Compliance Committee and of the Remuneration Committee Action Logement Services, Chairman of the Risk Committee Others(1) Institut français des administrateurs (IFA), Co-Chairman of the Club of directors representing employees Judge at the Marseille Employment Tribunal, Management section Commission paritaire de la Banque (AFB – Recourse Commission), member | ||
Business address: France | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director: BNP Paribas, Action Logement Services | 2022: Director: BNP Paribas, Action Logement Services | 2021: Director: BNP Paribas | 2020: Director: BNP Paribas |
(*) Listed company. | |||
Marion GUILLOU Principal function: Independent Director | |||
|---|---|---|---|
Date of birth: 17 September 1954 Nationality: French Term start and end dates: 17 May 2022 – 2025 AGM Date first appointed to the Board of directors: 15 May 2013 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Veolia Environnement(*), director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Corporate Governance, Ethics, Nominations and CSR Committee and of the Remuneration Committee Veolia Environnement, member of the Research, Innovation and Sustainable Development Committee and the Remuneration Committee Others(1) Fonds de dotation pour la préservation de la biodiversité des espèces cultivées et de leurs apparentées sauvages, Chairwoman Care – France (NGO), Chairwoman Académie d’Agriculture de France, Chairwoman Africa Europe Foundation, Co-Chairwoman of the food systems strategic group Bioversity International, member of the Board of directors International Centre for Tropical Agriculture (CIAT), member of the Board of directors Bioversity International – CIAT Alliance, member of the Board of directors and Chairwoman of the Strategic Committee (ASPAC) Accelerating Impacts of CGIAR Climate Research for Africa (AICCRA), member of the Independent Steering Committee (ISC) Institut français des relations internationales (IFRI), member of the Board of directors Haut Conseil pour le climat, member | ||
Number of BNP Paribas shares held(1): 1,000 Business address: 16 boulevard des Italiens 75009 Paris France | |||
Education Graduate of the École Polytechnique Graduate of the École du Génie rural, des Eaux et des Forêts Doctor of Food Sciences Graduate of the Institut français des administrateurs (IFA) | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director: BNP Paribas, Veolia Environnement Chairwoman: Fonds de dotation pour la préservation de la biodiversité des espèces cultivées et de leurs apparentées sauvages Vice-Chairwoman: Académie d'Agriculture de France, Care - France (NGO) Member: Board of directors of Bioversity International, Board of directors of the International Centre for Tropical Agriculture (CIAT), Board of directors of Bioversity – CIAT Alliance, Board of directors of IFRI, Haut Conseil pour le climat | 2022: Director: BNP Paribas, Veolia Environnement Chairwoman: Fonds de dotation pour la préservation de la biodiversité des espèces cultivées et de leurs apparentées sauvages Vice-Chairwoman: Care – France (NGO) Member: Board of directors of Bioversity International, Board of directors of the International Centre for Tropical Agriculture (CIAT), Board of directors of Bioversity – CIAT Alliance, Board of directors of IFRI, Haut Conseil pour le climat | 2021: Director: BNP Paribas, Veolia Environnement Chairwoman: Fonds de dotation pour la préservation de la biodiversité des espèces cultivées et de leurs apparentées sauvages Vice-Chairwoman: Care – France (NGO) Member: Board of directors of Bioversity International, Board of directors of the International Centre for Tropical Agriculture (CIAT), Board of directors of Bioversity – CIAT Alliance, Board of directors of IFRI, Haut Conseil pour le climat | 2020: Director: BNP Paribas, Veolia Environnement Vice-Chairwoman: Care – France (NGO) Member: Board of directors of Bioversity International, Board of directors of the International Centre for Tropical Agriculture (CIAT), Board of directors of Bioversity – CIAT Alliance, Board of directors of IFRI |
(*) Listed company. | |||
Vanessa LEPOULTIER Principal function: Asset Advisor BNP Paribas | |
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Date of birth: 20 January 1983 Nationality: French Term start and end dates: elected by BNP Paribas technician employees for three years from 16 February 2024 – 15 February 2027 Date first appointed to the Board of directors: 16 February 2024 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Other offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Action Logement Services, alternate director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Financial Statements Committee |
Number of BNP Paribas shares held(1): 85(2) Business address: 150 rue du Faubourg-Poissonnière 75010 Paris France | |
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |
N/A | |
(*) Listed company. | |
Lieve LOGGHE Principal function: Administrative and Financial Director of Boortmalt International | |||
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Date of birth: 11 July 1968 Nationality: Belgian Term start and end dates: 17 May 2022 – 2025 AGM Date first appointed to the Board of directors: 17 May 2022 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad TINCC BV, director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Financial Statements Committee and member of the Remuneration Committee Others(1) ODISEE, member of the Board of directors and member of the Audit Committee | ||
Number of BNP Paribas shares held(1): 1,000 Business address: Zandvoort 2, Haven 350 2030 Antwerp Belgium | |||
Education Master’s degree in economics from the University of Brussels Master’s degree in accounting from the Vlerick School for Management Master’s degree in taxation from the EHSAL Management School | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director: BNP Paribas, TINCC BV Member: Board of directors of ODISEE | 2022: Director: BNP Paribas, TINCC BV Member: Board of directors of ODISEE |
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(*) Listed company. | |||
Marie-Christine LOMBARD Principal function: Chairwoman of the Management Board of Geodis SA |
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Date of birth: 6 December 1958 Nationality: French Term start and end dates: 14 May 2024 – 2027 AGM Date first appointed to the Board of directors: 10 January 2024 ratified by the Annual General Meeting of 14 May 2024 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held under the principal function Geodis SA, Chairwoman of the Management Board SNCF, member of the Executive Committee Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Vinci(*), director Participation(1) in specialised committees of French or foreign companies BNP Paribas, Chairwoman of the Remuneration Committee Vinci, Chairwoman of the Remuneration Committee and member of the Nominations and Governance Committee |
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Number of BNP Paribas shares held(1): 1,000 Business address: 26 quai Charles-Pasqua 92110 Levallois-Perret France |
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Education Graduate of École Supérieure des Sciences Économiques et Commerciales (“Essec“) |
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Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) |
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N/A |
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(*) Listed company. |
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Christian NOYER Principal function: Director of companies | |||
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Date of birth: 6 October 1950 Nationality: French Term start and end dates: 14 May 2024 – 2027 AGM Date first appointed to the Board of directors: 18 May 2021 (Mr. Christian Noyer served as non-voting director of BNP Paribas from 1 May 2019 to 17 May 2021) | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Setl Ltd, director(2) Participation(1) in specialised committees of French or foreign companies BNP Paribas, Chairman of the Financial Statements Committee and member of the Internal Control, Risk Management and Compliance Committee(3) Others(1) Institut pour l’Education Financière du Public (IEFP), Chairman Institut Français des Relations Internationales (IFRI) Foundation, member of the Board of directors Group of Thirty (G30), member Mission dedicated to the relaunch of the Capital Markets Union, Chairman of the Committee of Experts | ||
Number of BNP Paribas shares held(1): 2,000 Business address: 16 boulevard des Italiens 75009 Paris France | |||
Education Graduate of École Nationale d’Administration Graduate of the Institut d’Études Politiques de Paris Masters in Law from the University of Paris Master’s Degree from the University of Rennes | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director: BNP Paribas, Power Corporation of Canada, Setl Ltd Chairman: Institut pour l’Education Financière du Public (IEFP) Member: Institut Français des Relations Internationales (IFRI) Foundation, Group of Thirty (G30) | 2022: Director: BNP Paribas, Power Corporation of Canada, Setl Ltd Chairman: Institut pour l’Education Financière du Public (IEFP) Member: Institut Français des Relations Internationales (IFRI), Group of Thirty (G30) | 2021: Director: BNP Paribas, Power Corporation of Canada, NSIA Banque Group, Setl Ltd Chairman: Institut pour l’Education Financière du Public (IEFP) Member: Institut Français des Relations Internationales (IFRI), Group of Thirty (G30) | 2020: Director: Power Corporation of Canada, NSIA Banque Group, Lloyd’s of London, Setl Ltd |
(*) Listed company. | |||
Daniela SCHWARZER Principal function: Member of the Executive Board of the Bertelsmann Foundation | |||
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Date of birth: 19 July 1973 Nationality: German Term start and end dates: 16 May 2023 – 2026 AGM Date first appointed to the Board of directors: 14 May 2014 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Covivio(*), director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Corporate Governance, Ethics, Nominations and CSR Committee, member of the Internal Control, Risk Management and Compliance Committee and member of the Financial Statements Committee Others(1) Institut Jacques-Delors, member of the Board of directors Deutsche Gesellschaft für Auswärtige Politik, member of the Board of directors Institut Jean Monnet, member of the Board of directors | ||
Number of BNP Paribas shares held(1): 1,000 Business address: Werderscher Markt 6 10117 Berlin Germany | |||
Education Doctorate in Economics from the Free University of Berlin Master’s degree in Political Science and in Linguistics, University of Tübingen | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director: BNP Paribas, Covivio Member of the Management Board: Bertelsmann Foundation Member: Board of directors of Institut Jacques-Delors, Board of directors of Deutsche Gesellschaft für Auswärtige Politik, Board of directors of the Institut Jean Monnet | 2022: Director: BNP Paribas, Covivio Executive Director: Open Society Foundation for Europe and Central Asia Member: Board of directors of the Institut Jacques-Delors, Board of directors of the United Europe Foundation, Board of directors of the Deutche Gesellschaft für Auswärtige Politik, Board of directors of the Institut Jean Monnet | 2021: Director: BNP Paribas Executive Director: Open Society Foundation for Europe and Central Asia Member: Board of directors of the Institut Jacques-Delors, Board of directors of the United Europe Foundation, Advisory Committee of the Open Society Foundation, Board of directors of the Deutsche Gesellschaft für Auswärtige Politik, Board of directors of the Institut Jean Monnet | 2020: Director: BNP Paribas Director: Deutsche Gesellschaft für Auswärtige Politik Member: Board of directors of the Institut Jacques-Delors, Board of directors of the United Europe Foundation, Advisory Committee of the Open Society Foundation, Federal Security Academy, Advisory Committee |
(*) Listed company. | |||
Annemarie STRAATHOF Principal function: Director of companies |
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Date of birth: 2 August 1962 Nationality: Dutch Term start and end dates: 14 May 2024 – 2027 AGM Date first appointed to the Board of directors: 14 May 2024 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Internal Control, Risk Management and Compliance Committee |
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Number of BNP Paribas shares held(1): 1,000 Business address: 16 boulevard des Italiens 75009 Paris France |
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Education Holder of a Bachelor of Arts in English Literature from the University of Amsterdam Holder of a Master in Business Administration from the Rotterdam School of Management |
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Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) |
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N/A |
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(*) Listed company. |
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Michel TILMANT Principal function: Director of companies | |||
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Date of birth: 21 July 1952 Nationality: Belgian Term start and end dates: 17 May 2022 – 2025 AGM Date first appointed to the Board of directors: 12 May 2010 (Mr. Michel Tilmant served as non-voting director of BNP Paribas from 4 November 2009 to 11 May 2010) | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Offices(1) held under the principal function Strafin sprl, manager Other offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Groupe Lhoist SA, director Foyer Finance SA, director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Internal Control, Risk Management and Compliance Committee Groupe Lhoist SA, Chairman of the Audit Committee Others(1) Royal Automobile Club of Belgium, member of the Board of directors Zoute Automobile Club, member of the Board of directors | ||
Number of BNP Paribas shares held(1): 1,000 Business address: Rue du Moulin 10 B-1310 La Hulpe Belgium | |||
Education Graduate of the University of Louvain | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Chairman of the Board of directors: CapitalatWork Foyer Group SA Director: BNP Paribas, Foyer Finance SA, Groupe Lhoist SA, Manager: Strafin sprl Member: Board of directors of Royal Automobile Club of Belgium, Board of directors of Zoute Automobile Club | 2022: Chairman of the Board of directors: CapitalatWork Foyer Group SA Director: BNP Paribas, Foyer SA, Foyer Finance SA, Groupe Lhoist SA Manager: Strafin sprl Member: Board of directors of Royal Automobile Club of Belgium, Board of directors of Zoute Automobile Club | 2021: Chairman of the Board of directors: CapitalatWork Foyer Group SA Director: BNP Paribas, Foyer SA, Foyer Finance SA, Groupe Lhoist SA, Sofina SA Manager: Strafin sprl Member: Board of directors of Royal Automobile Club of Belgium, Board of directors of Zoute Automobile Club | 2020: Chairman of the Board of directors: CapitalatWork Foyer Group SA Director: BNP Paribas, Foyer SA, Foyer Finance SA, Groupe Lhoist SA, Sofina SA Manager: Strafin sprl Member: Board of directors of Royal Automobile Club of Belgium, Board of directors of the Zoute Automobile Club, Board of directors of Université Catholique de Louvain |
(*) Listed company. | |||
Sandrine VERRIER (until 15 February 2024) Principal function: BNP Paribas Production and Sales Support Assistant(1) | |||
|---|---|---|---|
Date of birth: 9 April 1979 Nationality: French Term start and end dates: elected by BNP Paribas technician employees for three years from 16 February 2021 – 15 February 2024 Date first appointed to the Board of directors: 16 February 2015 | Offices(1) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Other offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Action Logement Services, director Participation(1) in specialised committees of French or foreign companies BNP Paribas, member of the Financial Statements Committee Action Logement Services, member of the Tender Committee Others(1) Conseil Économique, Social et Environnemental Régional d’Île-de-France, advisor | ||
Business address: 150 rue du Faubourg-Poissonnière 75010 Paris France | |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | |||
2023: Director: BNP Paribas, Action Logement Services | 2022: Director: BNP Paribas | 2021: Director: BNP Paribas | 2020: Director: BNP Paribas |
(*) Listed company. | |||
On the Board’s proposal, the Shareholders’ Annual General Meeting of 23 May 2000 decided to limit the term of office of new directors to three years.
Directors | 2025 (AGM called to approve the 2024 financial statements) | 2026 (AGM called to approve the 2025 financial statements) | 2027 (AGM called to approve the 2026 financial statements) |
|---|---|---|---|
J. Lemierre |
| ✓ |
|
J.-L. Bonnafé | ✓ |
|
|
J. Aschenbroich |
| ✓ |
|
J. Brisac (i) |
|
| ✓ |
M. Cohen |
| ✓ |
|
H. Epaillard (ii) |
|
| ✓ |
M. Guillou | ✓ |
|
|
V. Lepoultier (III) |
|
| ✓ |
L. Logghe | ✓ |
|
|
M.-C. Lombard |
|
| ✓ |
C. Noyer |
|
| ✓ |
D. Schwarzer |
| ✓ |
|
A. Straathof |
|
| ✓ |
M. Tilmant | ✓ |
|
|
| |||
Yann GÉRARDIN Principal function: Chief Operating Officer of BNP Paribas | ||
|---|---|---|
Date of birth: 11 November 1961 Nationality: French Number of BNP Paribas shares held(1): 166,413(2) Business address: 16 boulevard des Italiens 75009 Paris France | Offices(1) held under the principal function BNP Paribas(*), Chief Operating Officer, Head of Corporate & Institutional Banking | |
Education Degree in Economic Science Institut d’Études Politiques de Paris HEC Paris | ||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | ||
2023: Chief Operating Officer: BNP Paribas | 2022: Chief Operating Officer: BNP Paribas | 2021: Chief Operating Officer: BNP Paribas |
(*) Listed company. | ||
Thierry LABORDE Principal function: Chief Operating Officer of BNP Paribas | ||
|---|---|---|
Date of birth: 17 December 1960 Nationality: French Number of BNP Paribas shares held(1): 20,350(2) Business address: 16 boulevard des Italiens 75009 Paris France | Offices(1) held under the principal function BNP Paribas(*), Chief Operating Officer, Head of Commercial, Personal Banking & Services BNP Paribas Personal Finance, Chairman of the Board of directors BNL SpA, director Arval Service Lease, director BNP Paribas Leasing Solutions, director BNP Paribas Lease Group, director Others(1) European Payments Initiative, director | |
Education Master’s degree in Economic Science | ||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) | ||
2023: Chief Operating Officer: BNP Paribas Chairman of the Board of directors: BNP Paribas Personal Finance Director: BNL SpA, Arval Service Lease, BNP Paribas Leasing Solutions, BNP Paribas Lease Group, European Payments Initiative | 2022: Chief Operating Officer: BNP Paribas Chairman of the Board of directors: BNP Paribas Personal Finance Director: BNL SpA, Arval Service Lease, BNP Paribas Leasing Solutions, BNP Paribas Lease Group, European Payments Initiative | 2021: Chief Operating Officer: BNP Paribas Chairman of the Board of directors: BNP Paribas Personal Finance Director: BNL SpA, Arval Service Lease, BNP Paribas Leasing Solutions, BNP Paribas Lease Group, European Payments Initiative |
(*) Listed company. | ||
Bertrand de MAZIÈRES Principal function: Independent Director |
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| |
|---|---|---|---|---|
Date of birth: 3 July 1957 Nationality: French Term start date: 1 October 2024 | Others(1) International Finance Facility for Immunisation, member of the Board of directors and Chairman of the Audit Committee |
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Business address: 7 bd Dr Charles-Marx L-2130 Luxembourg Luxembourg |
|
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| |
Education École Nationale d’Administration Graduate of HEC Paris Master’s Degree in law from the University of Paris I Panthéon Sorbonne |
| |||
Offices held at 31 December in previous financial years (the companies mentioned are the parent companies of the groups in which the functions were carried out) |
|
|
| |
N/A |
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| |
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| |
The Corporate Governance Code that BNP Paribas refers to on a voluntary basis in this report is the Corporate Governance Code of Listed Companies, published by the French employers’ organisations, Association Française des Entreprises Privées (Afep) and the Mouvement des Entreprises de France (MEDEF). BNP Paribas declares that it complies with all of the recommendations of this Code, hereinafter referred to as the Corporate Governance Code or Afep-MEDEF Code, which can be viewed on the BNP Paribas website (http://invest.bnpparibas.com/en), the Afep website (http://www.afep.com/en) and the MEDEF website (http://www.MEDEF.com/en).
The detailed rules on the participation of shareholders at the Shareholders’ Annual General Meeting are laid out in article 18, Title V “Shareholders’ Meetings”, of BNP Paribas’ Articles of association published in the Universal registration document in the section entitled Founding documents and Articles of association. Moreover, a summary of these rules and a report on the organisation and running of the Shareholders’ Combined General Meeting of 14 May 2024 are provided in the section entitled "BNP Paribas and its shareholders" of said document.
In addition to the above, BNP Paribas is governed in accordance with French and European banking regulations, and the guidelines issued by the European Banking Authority (EBA) and is subject to permanent supervision of the European Central Bank (ECB) pursuant to the Single Supervisory Mechanism (SSM).
The Internal Rules adopted by the Board of directors define the duties of the Board and of its specialised committees. They are updated periodically to comply with current laws, regulations and market guidelines, and to keep pace with best practice in the area of Corporate governance.
The Internal Rules were extensively revised in 2015 to reflect the provisions of Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (hereinafter “CRD 5”) then amended on various occasions to take into account changes in regulations and supervisor expectations. Two procedures complete the Internal Rules: a "Policy on the suitability of Members of the management body and Key function holders", hereinafter referred to as the “Suitability policy”, and the “Implementation procedure for conflicts of interest in respect to loans and other transactions granted to the Members of the management body and their related parties”.
The Group Code of conduct, approved by the Board of directors, was introduced in 2016. The latter as well as the addendum on anti-corruption were the subject of an update in December 2021, then in December 2024, approved by the Board of directors.
Code of conduct (article 1.2 of the Internal Rules)
The Code of conduct is the result of BNP Paribas’ Board of directors and Executive Management’s shared conviction that the success of the Bank depends on the behaviour of each employee. The Code of conduct “sets out the rules to uphold our values and perform the Bank’s missions. This Code, which shall be integrated by each business line and each employee, governs the actions of each employee, and guides the decisions at every level of the organisation. For this purpose, the Board ensures the Executive Management implements this Code in business lines, countries and regions.”
Note that the Internal Rules emphasise the collegial nature of the Board of directors, which jointly represents all shareholders and must act in the Company’s best interest at all times. It details the Board responsibilities (article 1).
The Board of directors is backed by four specialised committees (the Financial Statements Committee, the Internal Control, Risk Management and Compliance Committee, the Corporate Governance, Ethics, Nominations and CSR Committee, and the Remuneration Committee) as well as any ad hoc committees. The Internal Rules detail each committee’s missions, in line with the provisions of the CRD 5 and EBA Guidelines. They provide for joint meetings between the Financial Statements Committee and the Internal Control, Risk and Compliance Committee whenever required.
Neither the members of the Executive Management nor the Chairman of the Board of directors have been members of a Specialised committee since 1997.
As far as the Board is aware, no agreement has been entered into, directly, or through an intermediary, between on the one hand, one of BNP Paribas’ directors and corporate officers and, on the other, another company in which BNP Paribas owns, directly or indirectly, over half of the share capital (articles L.22-10-10 and L.225-37-4 paragraph two of the French Commercial Code), without prejudice to any agreements relating to current operations concluded under normal conditions.
The Internal Rules and Suitability policy mentioned above have been adopted by the Board of directors and are included in this report.
Each committee is composed of members with expertise in the relevant areas and complies with the provisions of the French Monetary and Financial Code and the recommendations of the Afep-MEDEF Code. Thus, at 31 December 2024:
The Chairman of the Board of directors is not a member of any Specialised committee, but attends the meetings to ensure the consistency of the Board of directors' work and may add any subject he considers relevant to the agenda.
European and French regulations applicable to BNP Paribas require members of the Board of directors and executive corporate officers to demonstrate integrity at all times, and to have the knowledge skills, experience and time needed to perform their duties. The ECB is notified of their appointment or re-appointment so that it can assess them on the basis of these criteria.
The ECB did not object to the composition of the Board of directors or its Specialised committees.
At 11 June 2003, BNP Paribas dissociated the offices of Chairman of the Board and Chief Executive Officer. This decision is in line with the obligations imposed on credit institutions since 2014 by the French law transposing Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.
They are described in article 3.1 of the Internal Rules.
The Chairman is responsible for ensuring that the quality of the relationship with shareholders is maintained, coordinating closely with any steps taken by the Executive Management in this area. In this connection, the Chairman chairs the Shareholder Liaison Committee, whose task is to assist the Bank in its communications with individual shareholders; several times a year, he invites the shareholders to meetings where the Company’s strategy is explained. He reports on his duties to the Board of directors.
The Chairman maintains a close and trusting relationship with the Executive Management and provides the team with assistance and advice while respecting its executive responsibilities. The Chairman organises his activities so as to ensure his availability and put his experience to the Group’s service. His duties are contributory in nature and do not confer any executive power on him. They do not in any way restrict the powers of the Chief Executive Officer, who has sole operational responsibility for the Group.
Coordinating closely with the Executive Management, the Chairman can represent the Group in its high-level relationships, particularly with major clients, public authorities and institutions, at national, European and international levels. He plays an active part in discussions concerning regulatory developments and public policies affecting BNP Paribas, and, more generally, the financial services sector.
The Chairman contributes to promoting the values and image of BNP Paribas, both within the Group and externally. He contributes to enhancing the Group’s image through the responsibilities he exercises personally in national or international public bodies.
At the request of the Chief Executive Officer, he can take part in any internal meeting on subjects relating to strategy, organisation, investment or disinvestment projects, risks and financial information. He expresses his opinions without prejudice to the remit of the Board of directors; he provides support to the teams responsible for covering major companies and international financial institutions; he also contributes to the development of BNP Paribas’ advisory activities, particularly by assisting in the completion of major corporate finance transactions.
He ensures that principles of Corporate governance are defined and implemented.
The Chairman is the custodian of the proper functioning of the Board of directors of BNP Paribas. As such:
The Chief Executive Officer has the broadest powers to act in all circumstances on behalf of BNP Paribas, and to represent the Bank in its relations with third parties. He is responsible for the organisation of internal control procedures and for all the information required by regulations in that regard.
He exercises his powers within the limitations of the corporate object, and subject to any powers expressly attributed by law to the Shareholders’ Annual General Meeting and Board of directors.
The Internal Rules of the Board of directors provide that the Chief Executive Officer shall request its prior approval for all investment or disinvestment decisions (other than portfolio transactions) in excess of EUR 250 million, and for any proposal to acquire or dispose of shareholdings in excess of that threshold (other than portfolio transactions) (article 1.1). The Chief Executive Officer must also ask the Board’s Financial Statements Committee for prior approval of any non-audit related assignment involving fees in an amount of over EUR 1 million (excluding taxes) (article 7.1.4).
The Board of directors, after consulting the Governance, Ethics, Nominations and CSR Committee, co-opted Ms. Marie-Christine Lombard as a director as of 10 January 2024, to replace Ms. Rajna Gibson-Brandon(4).
On the proposal of the Board of directors, the Shareholders’ Annual General Meeting of 14 May 2024 renewed the terms of office as directors for a period of three years of Ms. Juliette Brisac and Mr. Christian Noyer, ratified the co-option and renewed the term of office of Ms. Marie-Christine Lombard for a period of three years and appointed Ms. Annemarie Straathof as an independent director, replacing Mr. Pierre André de Chalendar, whose term of office expired at the end of the Annual General Meeting.
At 31 December 2024:
The Board of directors, after consulting the Governance, Ethics, Nominations and CSR Committee, also appointed Mr. Bertrand de Mazières as a non-voting director as of 1 October 2024, in accordance with Article 17, Title IV “Powers of the Board of directors, the Chairman, the Executive Management and the Non-voting directors” of the Articles of association of BNP Paribas published in the Universal registration document in the section Founding documents and Articles of association.
Mr. Bertrand de Mazières participates in the meetings of the Board of directors without voting rights, as well as in the meetings of the Financial Statements Committee and the Internal Control, Risk Management and Compliance Committee. He will serve as a non-voting director until the Shareholders’ Annual General Meeting of May 2025, during which the Board of directors will propose his appointment as an independent director.
The table below shows the position of each director with regard to the independence criteria provided by the Afep-MEDEF Code to define an independent director:
Criteria | Jean LEMIERRE | Jean-Laurent BONNAFÉ | Jacques ASCHENBROICH | Juliette BRISAC | Monique COHEN | Hugues EPAILLARD | Marion GUILLOU | Vanessa LEPOULTIER | Marie-Christine LOMBARD | Lieve LOGGHE | Christian NOYER | Daniela SCHWARZER | Annemarie STRAATHOF | Michel TILMANT | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1 | Not be, or have been, in the last five years (i) an employee or corporate officer of the Company or of a consolidated subsidiary of the Company; (ii) a director of a consolidated subsidiary | 0 | 0 | ✓ | 0 | ✓ | 0 | ✓ |
0 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
2 | Whether or not corporate offices are held in another company | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
3 | Whether or not significant business relationships exist | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
4 | Whether or not there are close family ties to a corporate officer | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
5 | Not have been a Statutory Auditor of the Company in the previous five years | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
6 | Not have been a director of the Company for more than twelve years | ✓ | 0 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 |
7 | No variable remuneration for non-executive corporate officers | ✓ | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
8 | Major shareholder status | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
✓represents an independence criterion of the Afep-MEDEF Code that is met. O represents an independence criterion of the Afep-MEDEF Code that is not met. | |||||||||||||||
Over half of the directors of BNP Paribas (73%) are therefore independent in terms of the criteria for independence contained in the Afep-MEDEF Code and the Board of directors’ assessment.
When the Corporate Governance, Ethics, Nominations and CSR Committee (CGEN) reviews the skills and experience of potential directors, it is careful to maintain the diversity and collective skills of the Board of directors in light of changes to the Bank’s strategy and in accordance with the Suitability policy.
These candidates are identified and recommended on the basis of criteria that combine personal and collective skills, according to the procedures in the Internal Rules (article 4.2.1) and by the Suitability policy (section II Identification of selection of and succession plan for Members of the management body and Key function holders), which ensure their independence of mind.
To make informed and judicious decisions in all circumstances, the Board of directors has established individual expertise in the banking and financial fields (including risk management, banking regulation and compliance, particularly as regards anti-money laundering and combating the financing of terrorism), as well as recognised individual experience acquired within the General Management of large international companies, to understand the Group’s business model and the associated risks.
The Board of directors also ensures complementarity between directors, with members able to understand the major issues, challenges and emerging risks that the Bank is currently facing, and more specifically:
In terms of diversity, the Board of directors also complies with both quantitative and qualitative criteria that it has set for itself, relating to the number of directors, the balanced representation of women and men, international experience and the diversity of nationalities, age and seniority, which are added to the criteria of personal and collective qualities(8).
Thus:
The table below reflects this diversity within the Board of directors and lists more specific contributions made by each of the directors.
Director | Age(1) | Gender | Nationality |
| Areas of expertise | End of term of office |
|---|---|---|---|---|---|---|
Jean LEMIERRE (Chairman) | 74 | M | French |
| Banking/Finance Risks/Regulation monitoring International business operations CSR Geopolitics AML/CFT | 2026 |
Jean-Laurent BONNAFÉ (Director and Chief Executive Officer) | 63 | M | French |
| Banking/Finance Risks/Regulation monitoring International business operations CSR AML/CFT | 2025 |
Jacques ASCHENBROICH | 70 | M | French |
| International business operations Transformation CSR Digital/Cybersecurity | 2026 |
Juliette BRISAC (Director representing employee shareholders) | 60 | F | French |
| Banking/Finance Risks/Regulation monitoring CSR | 2027 |
Monique COHEN | 68 | F | French |
| Banking/Finance Risks/Regulation monitoring CSR AML/CFT | 2026 |
Vanessa LEPOULTIER (Director representing employees) | 41 | F | French |
| Organisation representing employees | 2027 |
Marie-Christine LOMBARD | 66 | F | French |
| Banking/Finance International business operations Transformation Digital/Cybersecurity | 2027 |
Lieve LOGGHE | 56 | F | Belgian |
| Banking/Finance International business operations Transformation | 2025 |
Hugues EPAILLARD (Director representing employees) | 58 | M | French |
| Organisation representing employees | 2027 |
Marion GUILLOU | 70 | F | French |
| Risks/Regulation monitoring CSR Technology | 2025 |
Christian NOYER | 74 | M | French |
| Banking/Finance Economy/Monetary policies Risks/Regulation monitoring International business operations AML/CFT | 2027 |
Daniela SCHWARZER | 51 | F | German |
| Economy/Monetary policies CSR Geopolitics AML/CFT | 2026 |
Annemarie STRAATHOF | 62 | F | Dutch |
| Banking/Finance Risks/Regulation monitoring AML/CFT | 2027 |
Michel TILMANT | 72 | M | Belgian |
| Banking/Finance Risks/Regulation monitoring International business operations AML/CFT | 2025 |
| ||||||
Furthermore, the additional information referred to in article L.22-10-10 of the French Commercial Code relating to employees is shown in sections 7.1.4 Significant actions in the area of gender equality and 7.2 The system concerning employees of this document(14).
As far as the Board is aware, there are no potential conflicts of interests between BNP Paribas and any of the directors. The Suitability policy requires directors to report any situation likely to constitute a conflict of interest to the Chairman, the Board of directors may then ask the director in question to refrain from taking part in voting on the relevant issues.
As far as the Board is aware, none of the Board members has been found guilty of fraud or been associated, as member of an administrative, management or supervisory body, or as Chief Executive Officer, with any insolvency, receivership or liquidation proceedings during at least the last five years.
As far as the Board is aware, no member of the Board of directors is subject to any official public accusation and/or penalty. No director has been prohibited from acting in an official capacity during at least the last five years.
There are no arrangements or agreements with key shareholders, customers, suppliers or other persons that involve the selection of any member of the Board of directors.
The directors must carry out their duties in a responsible manner, particularly as regards the regulations relating to insider dealing. They are notably required to comply with legal requirements relating to being in possession of insider information. Under the terms of the Internal Rules, they must also refrain from carrying out any transactions in BNP Paribas shares that could be regarded as speculative (article 4.3.1 of the Internal Rules). They are informed of the periods during which they may, except in special circumstances, carry out any transactions in BNP Paribas shares (article 4.3.1 of the Internal Rules).
Pursuant to the Internal Rules, every director can ask the Chairman or the Chief Executive Officer to provide them with all the documents and information required to enable them to carry out their duties, to participate effectively in the meetings of the Board of directors and to make informed decisions, provided that such documents are necessary to the decisions to be taken and connected with the Board’s powers (article 3.4.1 of the Internal Rules).
The directors have unrestricted and continuous access to the minutes of meetings of the Board’s specialised committees and the minutes of Board meetings using a special digital tool. This system also provides directors with a range of useful information in a secure and timely manner to facilitate them in their work. It is possible to use this system to provide e-learning training modules to directors.
Committee meetings provide an opportunity to update the directors on the topical issues on the agenda. In addition, the Board is kept informed of changes in the banking regulations and reference texts concerning governance and can be trained on such occasions.
The Company also dedicates the human and financial resources required for the training of the directors. Thus, each year, three half-days of training (each with two sessions) are organised for directors (generally in March, June and September). On this occasion, presentations may be organised by internal experts on various topics related to banking and finance, accounting and prudential matters, regulations applicable to the Bank, any area related to the Group’s strategy, as well as on current topics related in particular to CSR (for example, Taxonomy; Green Asset Ratio; Corporate Sustainability Reporting Directive; Sustainable Finance Disclosure Regulation (SFDR)) and digital transformation (e.g. digital assets and blockchain; fintech partnerships and investments; artificial intelligence). [sustainability statements]
In 2024, Directors received training on (i) the Corporate Sustainability Reporting Directive (CSRD), (ii) the Group’s activities in the Nordic countries, (iii) the activities of BNP Paribas Cardif, (iv) IFRS 17 and IFRS 9 accounting standards on insurance and the prudential treatment of insurance activities, (v) artificial intelligence and (vi) regulatory issues related to elections in the United States. It was also the opportunity for directors to meet with the relevant managers in the Group.
In respect of 2024, one of the directors representing the employees attended two external training sessions dedicated respectively to employee directors and directors in the banking sector, and started a certification training course as a company director. The directors representing employees and the director representing employee shareholders also benefit, like any other director, from trainings provided by BNP Paribas as described above, in addition to their external training.
Director | Board of directors | Specialised committees | Individual attendance rates |
|---|---|---|---|
J. LEMIERRE | 100% |
| 100% |
J.-L. BONNAFÉ | 100% |
| 100% |
J. ASCHENBROICH | 100% | 100% | 100% |
J. BRISAC | 100% | 100% | 100% |
P. A. de CHALENDAR(1) | 100% | 100% | 100% |
M. COHEN | 100% | 100% | 100% |
H. EPAILLARD | 100% | 100% | 100% |
M. GUILLOU | 100% | 100% | 100% |
V. LEPOULTIER(2) | 100% | 100% | 100% |
M.-C. LOMBARD | 83% | 100% | 88% |
L. LOGGHE | 100% | 100% | 100% |
C. NOYER | 100% | 81% | 89% |
D. SCHWARZER | 100% | 100% | 100% |
A. STRAATHOF(3) | 100% | 100% | 100% |
M. TILMANT | 100% | 100% | 100% |
S. VERRIER(4) | 100% | 100% | 100% |
Average | 99% | 99% | 99% |
| |||
The Board of directors, which determines BNP Paribas’ strategy and overall business objectives based on proposals submitted by the Executive Management and with the aim of promoting long-term value creation in the light of social and environmental issues:
As in previous years, Single Supervisory Mechanism (SSM) representatives from the ECB and representatives of the French Autorité de contrôle prudentiel et de résolution (ACPR) attended the Board of directors’ meeting of 27 February 2024. They outlined their priorities for banking supervision for 2024, which were followed by an exchange of views with the members of the Board.
The Board of directors met on 18 December 2024 for an annual strategic seminar devoted, among other things, to the execution of the GTS 2025 Plan and the issues faced by the business lines within Commercial, Personal Banking & Services, Corporate & Institutional Banking and Investment & Protection Services.
In addition to the assessments of the performance and compensation of the executive corporate officers, which were discussed outside their presence, five meetings of directors were held in the form of “executive sessions” on the Group’s challenges and operations, of which three as a follow-up to the training sessions provided during the year. During these three sessions, the directors had the opportunity to interact with the operational managers concerned.
Finally, the Chairman and the non-executive directors had discussions both on strategy and on their perception of interactions between the Board of directors and the Group’s Executive Management.
The Financial Statements Committee:
Each quarter, when reviewing the results, the Financial Statements Committee:
It reviewed the section of the management report concerning the internal control procedures relating to the preparation and processing of accounting and financial information in respect of 2023; it recommended its approval by the Board of directors.
The Board:
The Financial Statements Committee received their annual certificate of independence from the Statutory Auditors.
It took note of the draft engagement letter of both the Statutory Auditors and the sustainability auditors for the year ended 31 December 2024.
In the absence of the Statutory Auditors, the Financial Statements Committee:
The Board:
The committees:
The Board:
Since 19 May 2020, the Internal Control, Risk Management and Compliance Committee and the Financial Statements Committee have at least one joint member to support the work of the committees on the appropriateness of the risks and provisions recognised by the Bank.
The Internal Control, Risk Management and Compliance Committee:
The Board:
The Internal Control, Risk Management and Compliance Committee:
The Internal Control, Risk Management and Compliance Committee and the Corporate Governance, Ethics, Nominations and CSR Committee, at a joint meeting, also examined the progress made in 2024 in terms of the operational integration of ESG risk factors as part of the Bank’s risk management framework.
The Board was informed of all the ad hoc work of the Committee.
The Internal Control, Risk Management and Compliance Committee:
The Board:
The committee interviewed the Heads of the RISK, Compliance, LEGAL and General Inspection Functions, without the presence of the Executive Management.
The Board heard the reports of the interviews.
The Corporate Governance, Ethics, Nominations and CSR Committee:
The Board:
The Corporate Governance, Ethics, Nominations and CSR Committee:
The Board:
The Committee:
The Board approved the action plan following the 2023 assessment.
The Corporate Governance, Ethics, Nominations and CSR Committee, in accordance with its powers, devoted one meeting to reviewing the main actions taken during the past year to strengthen the Conduct framework within the Group. In particular, it reviewed the results of the various Conduct indicators, including those related to respect for people and customer perception and examined the implementation of standards, decision-making processes and incident management frameworks within the Group.
It examined the proposals for updating the Code of conduct and its annex on corruption, in particular the update of the illustrative cases described in the code, and proposed its approval to the Board of directors.
The Board:
Prior to the Board of director’s approval of the allocation of compensation to each director as well as the non-voting director for 2024, the Corporate Governance, Ethics, Nominations and CSR Committee reviewed the actual attendance of each director and the non-voting director at the Board and Committee meetings.
The Committee:
The Governance, Ethics, Nominations and CSR Committee and the Financial Statements Committee, meeting jointly, examined the publication of the estimates of greenhouse gas emissions financed by the counterparties, the preliminary results of the analysis of double materiality under the CSRD directive, as well as the draft plan and content of the new sustainability report to be published for the first time in 2025 with respect to 2024.
The Board:
One member of the Remuneration Committee is also a member of the Internal Control, Risk Management and Compliance Committee, promoting thereby the work of the Committee on the appropriateness of BNP Paribas’ compensation principles and risk policy, thus meeting the requirements of the French Monetary and Financial Code.
The Remuneration Committee:
In respect of the year 2023
In respect of the year 2024
In respect of the year 2025
The Board:
The rules concerning:
are set by the statutory and regulatory provisions, the Company’s Articles of association, and these rules (in addition to these Internal Rules of the Board of directors, there is the Policy on the suitability of Members of the management body and Key function holders mentioned in 1.3 below).
The Board of directors also takes into account the French market guidelines concerning Corporate Governance and, in particular, the provisions of the Corporate Governance Code of Listed Companies published by the French employers’ organisations Association française des entreprises privées (Afep) and the Mouvement des entreprises de France (MEDEF), hereinafter called the Afep-MEDEF Code, to which BNP Paribas (the “Company”) refers.
The Board of directors is a collegial body that collectively represents all shareholders and acts in all circumstances in the corporate interests of the Company.
The Board of directors is assisted by specialised committees:
as well as by any ad hoc committee.
The Board of directors discusses any question coming within the scope of its statutory and regulatory duties and contributes to promoting the corporate values aimed, in particular, to ensuring that the conduct of BNP Paribas’ activities by its employees complies with the highest ethical requirements in order to protect the reputation of the Bank.
In particular and non-exhaustively, the Board of directors is competent in the following areas:
The Board of directors:
The Board of directors and the Executive Management have developed a Code of conduct of BNP Paribas Group which defines the standards of conduct in line with the values and missions determined by the Bank. This Code, which shall be integrated by each business line and each employee, governs the actions of each employee and guides the decisions at every level of the organisation. For this purpose, the Board ensures the Executive Management implements this Code in business lines, countries and regions.
The Board of directors:
The Board of directors:
The Board of directors:
The Board of directors:
Executive corporate officers do not take part in deliberations or voting on their own compensation.
The Board of directors approves the preventive plan for the institution’s recovery, as well as the elements necessary for the establishment of the resolution plan, communicated to the competent supervisory authorities and has put in place a specific process organising its referral in the event of the activation of the recovery dashboard.
Once a year, the Head of Inspection Générale is interviewed by the Financial Statements Committee, the Heads of RISK and Compliance are interviewed by the Internal Control, Risk Management and Compliance Committee (CCIRC) on the organisation, methods and procedures used and on the work programme of these functions within the Group, without the presence of the Executive Management.
The Heads of RISK, Compliance and Inspection Générale participate in the Board of directors’ meeting during which the Chairman of the relevant committee reports on their annual hearing. During this meeting, the heads of the control functions provide an update on their respective areas and share their views on the conditions under which they performed their duties with the Board of directors.
The Head of LEGAL is also interviewed once a year without the presence of the Executive Management.
The Board is informed of the conclusions of the supervisory missions, when the latter so request.
If necessary, without referring to the Executive Officers, the Heads of the control functions have access to the Board of directors - or, where applicable, its committees, in particular in the event of a conflict of interest.
The Board of directors gives its approval for:
On the basis of an opinion sent by the Financial Statements Committee, the Board assesses the effectiveness of the Inspection Générale.
The heads of the control functions are subject to the same rules of ethics, confidentiality and professional conduct as the directors.
The Board of directors meets at least four times a year and as often as circumstances or BNP Paribas’ interest requires.
Notices of meetings may be communicated by the Secretary of the Board.
The Secretary of the Board prepares all of the documents necessary for the Board meetings and outs all of the documentation at the disposal of the directors and other participants in the meetings.
An attendance register is kept, which is signed by the directors taking part in the meeting. It mentions the names of the directors considered as present.
The decisions of the Board of directors may be taken by written consultation (including by electronic means), in accordance with the deadlines and procedures provided for in the Articles of association. Any director may object to this method.
The Board of directors’ decisions are recorded in minutes by the Secretary of the Board which are entered into a special register, in accordance with the laws in force. The Secretary of the Board of directors is authorised to issue and certify copies or excerpts of the Board minutes. Each set of Board minutes must be approved at a subsequent Board meeting.
The decisions of the Board of directors are carried out either by the Chief Executive Officer, or a Chief Operating Officer, or by any special representative appointed by the Board of directors.
Directors taking part in the meeting by telecommunication means enabling their identification, guaranteeing their effective participation, transmitting at least the voices of the participants, and meeting, through their technical features, the needs of confidentiality, of continuous and simultaneous retransmission, shall be deemed to be present for the purpose of calculating both the quorum and the majority. The minutes state, as the case may be, the occurrence of any technical incidents if they disturbed the conduct of the meeting.
In relations with the Company’s other bodies and with parties outside the Company, the Chairman of the Board of directors alone has the power to act on behalf of the Board of directors and to express himself in its name, except in exceptional circumstances, and except where specific assignments or duties are entrusted by the Board of directors to another director.
The Chairman makes sure that he maintains a close and trusting relationship with the Executive Management. He provides it with his assistance and his advice while respecting his executive responsibilities. He organises his activities so as to ensure his availability and put his experience at the Company’s service. He contributes to promoting the values and image of the Company, both within the Group and externally.
Coordinating closely with the Executive Management, he can represent the Group in its high level relationships, and particularly with major clients, public authorities and the institutions on national, European and international levels.
He ensures that the quality of relations with shareholders is maintained, in close coordination with the work of the Executive Management in this area.
He ensures that principles of Corporate governance are defined and implemented.
The Chairman is the custodian of the proper functioning of the Board of directors of BNP Paribas.
As such:
The Chairman organises and manages the work of the Board of directors in order to allow it to carry out all of its duties. He sets the timetable and agenda of Board meetings and convenes them.
He ensures that the work of the Board of directors is well organised, in a manner conducive to constructive discussion and decision-making. He directs the work of the Board of directors and coordinates its work with that of the specialised committees.
He sees to it that the Board of directors devotes an appropriate amount of time to issues relating to the future of the Company and particularly its strategy.
The Chairman is regularly kept informed by the Chief Executive Officer and other members of the Executive Management of significant situations and events relating to the business of the Group, particularly those relating to: deployment of strategy, organisation, investment or disinvestment projects, financial transactions, risks, financial statements.
The Chief Executive Officer provides the Chairman with all information required under French law regarding the internal control report.
He may ask the Chief Executive Officer or any manager, and in particular, the heads of the control functions, for any information likely to assist the Board and its committees in the carrying out of their duties.
He may hear the Statutory Auditors in order to prepare the work of the Board of directors and of the Financial Statements Committee.
They undertake to act in the corporate interest of BNP Paribas and to comply with all of the provisions of these Internal Rules that are applicable to them, and more specifically the procedures of the Board of directors.
The non-voting directors attend the meetings of the Board and of the specialised committees in an advisory capacity.
The Statutory Auditors attend the meetings of the Board and specialised committees that examine or approve the annual or interim financial statements, and those that examine and adopt the report on the information communicated in terms of sustainability. They may attend Board and specialised committee meetings when deemed necessary by the Chairman of the Board.
The Board can decide to invite one or several persons to attend the meetings.
The representative of the Central Works Committee attends the meetings of the Board in an advisory capacity.
The Secretary of the Board is appointed by the Board and attends the meetings of the latter.
For the purpose of efficiently participating in the Board of directors’ meetings and making enlightened decisions, each director may ask that the Chairman or the Chief Executive Officer communicates to him or her all documents and information necessary to perform his or her duties, if these documents are useful for making decisions and are related to the Board of directors’ powers.
Requests are sent to the Secretary of the Board of directors who informs the Chairman thereof.
When the Secretary of the Board of directors considers this preferable, for reasons of convenience or confidentiality, the documents thus placed at the disposal of the directors as well as of any person attending the meetings of the Board are consulted through the Secretary of the Board or through the competent employee of the Group.
The placing at disposal of the directors or of any person attending the Board meetings of all of the documentation with a view to meetings of the Board, may be done by any means, including dematerialised. In this case, all the measures of protection considered necessary are taken to protect the confidentiality, the integrity and the availability of the information and each member of the Board or any person who has received the documentation is responsible not only for the systems and media thus placed at disposal but also for their access.
The directors of BNP Paribas possess, both individually and collectively, the expertise, experience, skills, understanding and personal qualities necessary, notably in terms of professionalism and integrity, to properly perform their duties in connection with each of the significant activities of BNP Paribas and guaranteeing efficient governance and supervision.
The directors shall ensure that their knowledge is kept updated in compliance with the Policy on the suitability of Members of the management body and Key function holders.
The directors representing employees and the director representing employee shareholders are given time dedicated to training determined by the Board in accordance with the regulations in force.
Every director appointed by the General Shareholders’ Meeting must personally hold 1,000 shares. The director must hold all of the shares within twelve months of appointment. At the expiry of this period, every director concerned shall make sure to keep the minimum number of BNP Paribas’ shares throughout their term of office.
The directors undertake not to engage in any individual hedging or insurance strategies to cover their risk on such shares.
This obligation does not concern directors representing employees and directors representing employee shareholders.
4.2.1.1. Availability and regular attendance
The members of the Board of directors shall devote the time and the effort necessary to carry out their duties and responsibilities, in compliance with the Policy on the suitability of Members of the management body and Key function holders.
The directors representing employees and the director representing employee shareholders are given a preparation time determined by the Board in accordance with the Guidelines on the assessment of the suitability of Members of the management body and Key function holders.
4.2.1.2. Independence and loyalty
Every member of the Board of directors shall at all times maintain his or her independence of mind, in compliance with the Policy on the suitability of Members of the management body and Key function holders.
He or she shall act with loyalty towards the other directors, shareholders and BNP Paribas.
He or she shall refuse any benefit or service liable to compromise his or her independence.
4.2.1.3. Duty of care
Every member of the Board of directors is bound by a duty of vigilance with respect to the keeping, use and, as the case may be, the return of the systems, documents and information placed at their disposal.
Any director and any person participating in the work of the Board is bound by an obligation of absolute confidentiality about the content of the discussions and decisions of the Board and of its committees as well as the information and documents which are presented therein or which are provided to them, in any form whatsoever.
Except as provided by law, he or she is prohibited from communicating to any person outside of the Board of directors any information that has not been made public by BNP Paribas.
If directors have any questions related to ethical conduct, they may consult the head of the Group Compliance Function.
The legislation relating to insider trading applies particularly to directors both in a personal capacity and when carrying out their duties within companies that hold shares in BNP Paribas. They are required, in particular, to respect the legal requirements governing the definition, communication and exploitation of inside information, the principal provisions of which are communicated to them when they take directorship.
Directors can only deal in securities of BNP Paribas on a personal basis during the period of six weeks beginning on the day after the publication of the quarterly and annual financial statements, or after the publication of a press release on the Company’s operations, unless they are in possession during that period of information that puts them in the position of an insider with respect to stock exchange regulations.
Directors shall refrain from any transactions that could be considered as speculative, and in particular from leveraged purchases or short sales, or short-term trading.
The directors, as well as persons with close connections with them, are under the obligation to declare to the French Financial Markets Authority (Autorité des marchés financiers – AMF), which ensures the publication thereof, and to BNP Paribas, the transactions that they execute in BNP Paribas shares and the financial instruments related thereto.
The director complies with the statutory and regulatory provisions which are applicable to him or her, or which are applicable to BNP Paribas, concerning limitations on directorships, as well as the Policy on the suitability of Members of the management body and Key function holders.
The director complies with the applicable statutory and regulatory provisions regarding conflicts of interests – in particular the so-called “related-party agreements” (conventions réglementées) regime as well as with the Policy on the suitability of Members of the management body and Key function holders.
Whatever the circumstances, in the event of breach of the obligations with respect to conflict of interests by a director, the Chairman of the Board of directors shall take all the statutory measures necessary in order to remedy it. He can, furthermore, keep the relevant regulators informed of such acts.
The director undertakes to inform the Secretary of the Board as soon as possible of any change in his or her personal situation (change of address, appointment, directorships, duties carried out, or criminal, civil, or administrative convictions, etc.).
In particular, and in compliance with the Policy on the suitability of Members of the management body and Key function holders, the director shall inform, as soon as possible, the Chairman of the Board of directors of any criminal or civil conviction, management prohibition, administrative or disciplinary sanction, or measure of exclusion from a professional organisation, as well as any proceedings liable to entail such sanctions against him or her, any dismissal for professional misconduct, or any dismissal from a directorship of which he or she may be the subject. Similarly, the director informs the Chairman of the Board of directors of any criminal or civil order entered against him or her, administrative or disciplinary sanction or measure of exclusion from a professional organisation, as well as of any Court-ordered reorganisation or liquidation measure of which a company of which he or she is the manager, shareholder or partner is the subject or would be liable to be the subject.
The overall amount of remuneration given to the directors is determined by the General Shareholders’ Meeting.
The individual amount of remuneration given to directors is determined by the Board of directors pursuant to a proposal by the Remuneration Committee. It comprises a predominant variable portion based on actual participation in meetings, regardless of the means. Directors residing abroad receive an increased amount, except where they may participate in meetings of the Board of directors by telecommunications means.
Actual participation in the committees entitles committee members to an additional remuneration, the amount of which may differ depending on the committees. Committee members receive this additional remuneration for their participation in each different committee. The Chairmen of committees also receive additional remuneration.
The remuneration of the non-voting directors is determined by the Board of directors pursuant to a proposal of the Remuneration Committee.
To facilitate the performance of their duties by BNP Paribas’ directors, specialised committees are created within the Board of directors.
They consist of members of the Board of directors who do not carry out management duties within the Company. They include the required number of members who meet the criteria required to qualify as independent, as recommended by the Afep-MEDEF Code. The members of the committees have the knowledge and skills suited to carry out of the missions of the committees in which they participate.
The Remuneration Committee includes at least one director representing the employees.
Their remits do not reduce or limit the powers of the Board of directors.
The Chairman of the Board of directors sees to it that the number, missions, composition, and functioning of the committees are adapted at all times to the statutory and regulatory provisions, to the Board of directors’ needs and to the best Corporate governance practices.
By decision of the Board, the Internal Control, Risk Management and Compliance Committee (CCIRC), the Remuneration Committee (RemCo), and the Corporate Governance, Ethics, Nominations and CSR Committee (CGEN) may, in accordance with the provisions of Article L.511-91 of the French Monetary and Financial Code (Code monétaire et financier), ensure their missions for the companies of the Group under the supervision of the regulator on a consolidated or sub-consolidated basis.
The committees shall meet as often as necessary.
They may call upon outside experts when needed.
The Chairman of a committee may ask to hear any officer within the Group, regarding issues falling within this committee’s jurisdiction, as defined in the present Internal Rules.
The Chairman of the committee, in conjunction with the Secretary of the Board, sets the agenda for the meeting and invites the Chief Executive Officer and/or his representatives to it when their presence seems relevant.
The Chief Executive Officer may, at his request, attend a meeting of a specialised committee.
The Secretary of the Board prepares all of the documents necessary to the meetings of the specialised committees and organises the placing of the documentation at the disposal of the directors and other participants in the meetings.
This documentation can be placed at disposal by any means, including dematerialised. In this case, all the measures of protection considered necessary are taken for the purposes of protecting the confidentiality, integrity and the availability of the information and each member of the specialised committee concerned or any person who has received the documentation is responsible not only for the systems and media and their provision but also for their access.
They express opinions intended for the Board of directors. The Chairmen of committees, or in case of their impediment another member of the same committee, present a verbal summary of their work at the next Board of directors’ meeting.
Written reports of committees’ meetings are prepared by the Secretary of the Board and communicated, after approval at a subsequent meeting, to the directors who so request.
In accordance with the provisions of the French Commercial Code, the committee ensures the monitoring of the issues concerning the preparation and verification of the accounting and financial information, the information on sustainability and the monitoring of periodic control.
With regard to financial information
The Financial Statements Committee monitors the process of preparing financial information.
It is also tasked with analysing the quarterly, half-yearly and annual financial statements issued by the Company in connection with the closing of financial statements and obtaining further explanations of certain items prior to presentation of the financial statements to the Board of directors.
The committee shall examine all matters relating to these accounts and financial statements: the choices of accounting principles and policies, provisions, analytical results, prudential standards, profitability indicators, and all other accounting matters that raise methodological issues or are liable to give rise to potential risks.
It makes, as the case may be, recommendations, in order to ensure integrity of the elaboration process of the financial information.
With regard to sustainability information
The Financial Statements Committee monitors the process of preparing information on sustainability and the process implemented to determine the information to be published in accordance with the so-called ESRS (European Sustainability Reporting Standards) for the communication of information in terms of sustainability.
In this context, the Financial Statements Committee examines all issues relating to sustainability reporting documents.
It makes, as the case may be, recommendations, in order to ensure integrity of these processes.
With regard to the internal control and risk management systems relating to the procedures applicable to the preparation and processing of accounting and financial information
The Financial Statements Committee monitors the effectiveness of the internal control systems with regard to the procedures relating to the preparation and processing of accounting and financial information.
Within this framework, the Financial Statements Committee analyses, at least twice a year, the summary of the operations and the results of the accounting and financial internal control, as well as those originating from controls on the elaboration process and the processing of accounting, financial and extra-financial information, based on the information communicated to it by the Executive Management. It shall be briefed on incidents revealed by the accounting and financial internal control, reported on the basis of the thresholds and criteria defined by the Board of directors and shall report on its findings to the Board of directors.
It is informed by the Chairman of the Board of directors of any possible failure to implement corrective measures decided within the framework of the accounting and financial internal control system that has been brought to his direct knowledge by the head of periodic control and reports on its findings to the Board of directors.
With regard to the internal control and risk management systems relating to the procedures applicable to the preparation and processing of sustainability information
The Financial Statements Committee monitors the effectiveness of the internal control and risk management systems with regard to the procedures relating to the preparation and processing of sustainability information.
With regard to the monitoring of the statutory audit of the annual and consolidated financial statements
The Financial Statements Committee reviews the Statutory Auditors’ audit plan, together with their recommendations and their monitoring.
It receives from the Statutory Auditors a written report on their main observations concerning the weaknesses of internal control and reviews it, as well as most significant recommendations issued in the framework of their mission and reviews it. It takes notes of the most significant statements and recommendations issued by the internal audit in the framework of their missions regarding accounting and financial information.
At least twice a year, the Financial Statements Committee devotes part of a meeting to a discussion with the team of Statutory Auditors, without any member of the Company’s Executive Management being present.
The Committee meets in the presence of the team of Statutory Auditors, to review quarterly, half-yearly and annual financial statements.
Except in the event of exceptional circumstances, the files containing the quarterly, half-yearly and annual results and financial statements shall be sent to Committee members at least three days prior to the Committee meetings.
Where questions of interpretation of accounting principles arise in connection with quarterly, half-yearly and annual results, and involve choices with a significant impact, the Statutory Auditors and Finance & Strategy shall submit, on a quarterly basis, a memorandum to the committee analysing the nature and significance of the issues at play, presenting the pros and cons of the various possible solutions and explaining the rationale for the choices ultimately made.
The Statutory Auditors present a note on their work on certification of the financial statements twice a year.
On this basis, the Financial Statements Committee reports to the Board of directors on the results of this mission and on the way this mission has contributed to the integrity of the financial information and on its own role in it. It immediately informs it of any difficulties encountered.
The Financial Statements Committee takes into account the findings and conclusions of the Haute Autorité de l'Audit (H2A) following the audits carried out by the latter in the professional activity of the Statutory Auditors.
With regard to the monitoring of the certification of sustainability information
The Financial Statements Committee examines the Statutory Auditors’ programme of involvement in the certification of information on sustainability, their recommendations and their follow-up.
The Committee reviews the Statutory Auditors’ written report on their main findings on internal control deficiencies as well as on the most significant recommendations issued as part of their assignments. It also takes note of the most significant statements and recommendations issued by the internal audit in the framework of their missions regarding sustainability information.
At least once a year, the Financial Statements Committee devotes part of the meeting to a discussion with the Statutory Auditors for the purpose of certifying sustainability information, without any member of the Company's Executive Management being present.
Once a year, the Statutory Auditors also present a note on the work of their mission to certify the information in terms of sustainability.
On this basis, the Financial Statements Committee reports to the Board of directors on the results of this mission and on the way this mission has contributed to the integrity of the financial information and on its own role in it. It immediately informs it of any difficulties encountered.
The Financial Statements Committee accounts for the statements and conclusions of the H2A resulting from the controls provided by the H3C in the professional activity of Statutory Auditors.
The Financial Statements Committee ensures compliance with the independence conditions required for auditors to perform the certification of financial statements and certification of information in terms of sustainability.
The Committee oversees the procedure for selecting the Statutory Auditors for the certification of financial statements and sustainability information. It issues an opinion on the amount of fees for the performance of the statutory audit of the annual financial statements, the consolidated financial statements and certification of information in terms of sustainability. It submits the result of this selection to the Board.
It shall be notified on a yearly basis of the amount and breakdown of the fees paid by the BNP Paribas Group to the Statutory Auditors and the networks to which they belong, calculated using a model approved by the Committee. It shall ensure that the amount or the portion of the audit firms or the networks’ revenues that BNP Paribas represents is not likely to compromise the Statutory Auditors’ independence.
It gives its prior approval for any service other than the certification of financial statements and sustainability information in accordance with the applicable provisions, for which the amount of fees (excluding taxes) exceeds EUR 1 million. Each quarter, the Committee approves, a posteriori, the services for which the amount of fees (excluding taxes) is less than EUR 1 million, upon presentation by Finance & Strategy. The committee approves the approval and control procedure for Finance & Strategy. The committee shall receive, on a yearly basis from Finance & Strategy, a report on all services carried out by the networks to which the Group’s Statutory Auditors belong.
Each Statutory Auditor shall report on a yearly basis to the committee on its internal control system for guaranteeing its independence, and shall provide a written statement of its independence in auditing the Group.
The Statutory Auditors shall not attend all or part of committee meetings dealing with their fees or their re-appointment.
The Statutory Auditors shall not attend all or part of committee meetings dealing with specific issues that concern a member of their staff.
The committee is tasked with reviewing the internal audit plan for the coming year, prepared by the Inspection Générale, as well as the annual budget of the Function.
It is regularly informed of the main changes in the implementation of the audit plan.
It regularly reviews the activity of the Inspection Générale on the basis of the information provided to it and the reports presented to it by the Head of Inspection Générale.
It analyses the status of recommendations made by the Inspection Générale that were not closed.
The committee examines the annual assessment of the Head of Inspection Générale carried out by the Chief Executive Officer and the objectives set for him.
The committee reviews the overall amount of his compensation and its composition, ensuring that it remains in line with his objectives and his assessment, and submits its opinion to the Remuneration Committee.
The committee examines any changes to the Inspection Générale Charter.
At any time, if the Inspector General raises a specific point that cannot be resolved in the context of his day-to-day interactions with the Executive Management, the Chairman of the Board and the Chairman of the Financial Statements Committee will address it and then refer it to the Board of directors.
The Committee shall review that part of the draft of the Chairman’s report on internal control procedures relating to the preparation and processing of accounting and financial information and sustainability information.
With regard to all issues falling within its jurisdiction, the committee may, at its initiative, hear the heads of finances and accounting of the Group, as well as the Head of Inspection Générale, without the presence of the Executive Management.
The committee may ask to hear the Chief Financial Officer with regard to any issue within its jurisdiction, for which he may be held liable, or the Company’s management may be held liable, or that could call into question the quality of accounting and financial information and sustainability information disclosed by the Company.
The committee advises the Board of directors on the adequacy of the global strategy of the Company and the overall current and future risk appetite. It assists the Board of directors when the latter verifies the implementation of this strategy by the actual managers and by the Head of risk management.
For this purpose, the committee examines the key orientations of the Group’s risk policy, including social and environmental orientations, based on measurements of the risk and profitability of the operations reported to it, in accordance with the regulations in force, as well as any specific issues related to these matters and methods.
In the event that a global risk limit is exceeded, a procedure to refer the matter to the Board of directors is provided for: the Executive Management informs the Chairman of the committee, who can decide to convene the committee or to request the convening of the Board of directors.
With regard to liquidity, the committee takes note of the report on the Bank’s Internal Liquidity Adequacy Assessment Process and of the draft Liquidity Adequacy Statement.
Without prejudice to the missions of the Remuneration Committee, the Internal Control, Risk Management and Compliance Committee examines whether the incentives provided for by the policy and the remuneration practices of the Company are compatible with its situation with respect to the risks to which it is exposed, its capital, its liquidity and the probability and the spreading over time of the expected profits.
The committee ensures compliance with its obligations relating to internal control, including compliance with banking and financial regulations on internal control; it also examines any issue relating to the compliance policy relating, in particular, to reputational risk or professional ethics.
The committee analyses the risk measurement and monitoring report. Twice a year, it examines the internal control operations and findings (excluding periodic control, accounting and financial internal control and sustainability information, which is the responsibility of the Financial Statements Committee) based on the information provided to it by Executive Management and the reports presented to it by the Heads of Permanent Control, Compliance and RISK.
The committee is briefed on incidents revealed by internal control that are reported on the basis of the thresholds and criteria defined by the Board of directors and reports on its findings to the Board of directors.
The committee has all the information about the situation of the Company with respect to risks. It may, if this is necessary, use the services of the Head of Risk Management or of outside experts.
The Financial Statements Committee and the Internal Control, Risk Management and Compliance Committee shall meet at the request of the Chairman of the Internal Control, Risk Management and Compliance Committee, or at the request of the Chairman of the Financial Statements Committee or at the request of the Chairman of the Board of directors.
In that context, the members of these committees:
This meeting shall be chaired by the Chairman of the Financial Statements Committee.
The committee is tasked with monitoring Corporate governance issues. Its role is to help the Board of directors to adapt Corporate governance practices within BNP Paribas and to assess its functioning.
It ensures the follows up on a regular basis of the evolution in the governance disciplines at the global, European and national levels. At least once a year, it presents a summary thereon to the Board of directors. It selects measures that are suitable for the Group and which are likely to bring its procedures, organisation and conduct in line with best practice in this area.
It examines the draft report on Corporate governance and all other documents required by applicable laws and regulations.
The Committee is responsible for monitoring the Group’s social and environmental responsibility (“CSR”) policy. As such, it regularly monitors the actions taken in terms of climate transition, sustainable finance and initiatives in favour of ethical responsibility.
The committee carries out regular monitoring of the update of BNP Paribas Group’s Code of conduct.
For the identification of, selection of, and succession plan for the directors, the committee applies the principles and procedure described in the Policy on the suitability of Members of the management body and Key function holders. The committee regularly reviews this policy and proposes any amendments it deems advisable to the Board of directors.
The committee sets an objective to achieve with respect to gender balance on the Board of directors. It draws up a policy aimed at achieving this objective. This objective and this policy, once set, are approved by the Board of directors.
As the case may be, the committee proposes to the Board of directors the appointment of the non-voting directors.
The committee assesses periodically, and at least once a year, the balance and diversity of the Board in compliance with the Policy on the suitability of Members of the management body and Key function holders.
Furthermore, an assessment of the Board of directors is made by a firm of external expert advisors every three years.
The committee periodically examines the Policy on the suitability of Members of the management body and Key function holders regarding the selection of, appointment of, and succession plan for the executive officers, the Chief Operating Officer(s), the Chairman, and the Key function holders as defined in this Policy, and makes recommendations in the matter.
The committee contributes to the selection and appointment of, as well as the establishment of succession plans for, the Chairman and members of the Executive Management, pursuant to the Policy on the suitability of Members of the management body and Key function holders.
With regard to the Key function holders, it ensures that the Policy on the suitability of Members of the Management body and Key function holders is applied by the Executive Management.
The committee assesses the action of the Chairman.
It makes an assessment of the performance of the Chief Executive Officer and of the Chief Operating Officer(s) in the light of the strategic directions of the business established by the Board of directors and taking into consideration their capacities for anticipation, decision, organisation and exemplarity.
The committee is tasked with assessing the independence of the directors, within the meaning of the Afep-MEDEF Code, and reporting its findings to the Board of directors.
The committee ensures that the Board of directors is not dominated by one person or, a small group of persons in a manner that is detrimental to the interests of the Company. For this purpose, it applies the Policy on the suitability of Members of the management body and Key function holders.
The committee prepares the decisions that the Board of directors approves concerning remuneration, in particular that which has an effect on risk and the management of risks.
The committee makes an annual examination:
The committee directly controls the compensation of the Head of the RISK Function, the Head of Compliance and the Head of Inspection Générale, with regard to their independence and the rules laid down by the Code of conduct.
In addition, on the advice of the Financial Statements Committee, the committee ensures that the amount and composition of the compensation of the Head of Inspection Générale are in line with his objectives and assessment with a view to proposing its approval by the Board of directors.
Within the framework of the missions described above, the committee prepares the work of the Board of directors on the principles of the remuneration policies, in particular concerning Group staff whose professional activities have a material impact on the Group’s risk profile, in accordance with the regulations in force.
It is tasked with studying all issues related to the personal status of the directors and corporate officers, and in particular the remuneration, the amount of retirement benefits and the allotment of subscription or purchase options to the Company’s shares, as well as the provisions governing the departure of the members of the Company’s management or representational bodies.
It examines the conditions, the amount and the distribution of the subscription or purchase stock option plans. Similarly, it examines the conditions for the allotment of free shares.
With the Chairman, it is also within its remit to assist the Chief Executive Officer with any matter relating to the remuneration of senior executives that the latter might submit to it.
While complying with all legislative and regulatory provisions applicable to the Company, the objective of the policy on the suitability of Members of the Management Body and Key Function Holders is to specify and detail the process for implementing the Internal Rules and regulations applicable to BNP Paribas emanating from the French Monetary and Financial Code (“CoMoFi”), from the guidelines issued by the European Banking Authority (“EBA”) relating to assessment of the suitability of Members of the Management Body and Key Function Holders (“Fit and Proper Guidelines”) and from the guidelines of the EBA on internal governance, as set out in the Comply or Explain process (as defined below).
In accordance with the aforementioned provisions, this policy develops the following themes:
This policy has been approved by the Board of directors. All revisions shall also require approval from the Board of directors.
Members of the Management Body means the directors, Chief Executive Officer and Chief Operating Officers(s).
Key Function Holders means, for the purposes of the Fit and Proper Guidelines, the Chief Financial Officer, the Head of Compliance, the Head of RISK, the Head of the General Inspection, the Head of Legal, the Head of Human Resources and persons to whom the Company has decided to confer the title of Deputy Chief Operating Officer.
Fit and Proper means the assessment conducted by BNP Paribas with regard to the collective suitability of the Board of directors and of other relevant persons with regard to the following criteria:
Comply or Explain process means the procedure emanating from the Single Supervisory Mechanism through which the European Central Bank (“ECB”) and the competent national authorities notify their intention or otherwise of fully or partially complying with the guidelines issued by the EBA.
Company means BNP Paribas SA.
CGEN means the Corporate Governance, Ethics, Nominations and CSR Committee of BNP Paribas SA.
SCA means the Secretariat of the Board of directors of BNP Paribas SA.
The role of the CGEN is to identify persons that are likely to be appointed directors, regardless of their role on the Board of directors, to establish and maintain a list of such persons, who will be periodically monitored by the CGEN, yet without specifying the necessary circumstances requiring their nomination to the Board of directors.
Identification by the CGEN of the persons likely to be appointed director
The CGEN identifies and recommends to the Board of directors candidates suitable to perform the functions of director, with a view to proposing their appointment to the General Meeting. In the determination of potential candidates, the CGEN notably assesses the balance of skills, experience and diversity, alongside integrity and the ability to understand the challenges and risks, both in a personal and collective capacity, of members of the Board of directors. It further verifies that candidates are able to act in an objective, critical and independent manner, notably with regard to any other directorships held, that they have the courage necessary to express their thoughts and form an opinion, have sufficient availability to be fully committed to their duties, the necessary objectivity for their role and, lastly, the desire to protect the interests and ensure the effective functioning of the Company.
The CGEN specifies the responsibilities and qualifications required for the duties to be carried out within the Board of directors and assesses the time to be devoted to such duties.
For the purposes of candidate identification, the CGEN:
Upon receipt of a candidate proposal, the CGEN will analyse the candidature in accordance with the provisions of this policy as well as on the following criteria, on the basis of both personal and collective skills:
The CGEN ensures the regular updating of the list of persons that are likely to be selected, and, once a year, reports to the Board the work performed in order to identify the persons that are likely to be appointed directors so that the Board can deliberate on it.
As applicable, the CGEN shall identify suitable candidates for the post of Chairman of the Board of directors by applying the aforementioned criteria.
Whenever the Board of directors is required to decide on the appointment of a new member, the CGEN shall propose a candidate to the Board of directors in order, if the Board of directors decides so, to propose such candidate to the General Meeting. The CGEN shall in the first instance communicate the name of the suitable candidate to the Chairman of the Board of directors, specifying its reasons for the proposal. The Chairman of the Board of directors shall contact the person in question and, where the latter is willing, shall mandate the SCA to conduct a review into their background on the basis of the aforementioned provisions. The Chairman of the CGEN and the Chairman of the Board of directors shall meet the potential candidates.
All proposals of a candidate for the function of Chairman of the Board of directors shall be submitted to the Chairman of the CGEN, who shall assume responsibility for contacting the candidate in question.
Should the review and interview be unsatisfactory, whether for the function of director or Chairman of the Board of directors, the CGEN may request the Board of directors to make a decision on the appointment.
The SCA may demand from candidates any document it may require to carry out its review, where such documents shall be retained in accordance with legislative and regulatory provisions on personal data protection.
With regard to specialised committees, the Board of directors shall receive from the CGEN proposals for the appointment of members (in collaboration with the Chairman of the specialised committee in question) and for the appointment of the Chairmen of specialised committees at the time of renewal or replacement.
The CGEN is responsible for considering preparatory measures for replacing directors and, as applicable, the Chairman of the Board of directors.
The CGEN shall also conduct an annual review of the potential successors to the Chairman of the Board of directors who may be put forward to the Board of directors in the event of the temporary or permanent incapacity or decease of the incumbent. The Chairman of the Board of directors shall obtain the consent of any such potential successor. The review shall give rise to a list of names to be retained by the SCA.
The Board of directors is responsible for appointing the Chief Executive Officer and, on the proposal of the latter, the Chief Operating Officer(s), while specifying any limitations on their powers.
To this end and in collaboration with the Chairman of the Board of directors, the CGEN shall propose to the Board of directors the selected Chief Executive Officer and, on the proposal of the latter, the selected Chief Operating Officer(s). When identifying and proposing its candidates to the Board of directors for the post of Chief Operating Officer(s), on the proposal of the Chief Executive Officer and with the support of the Company’s Human Resources function, as may be required, the CGEN shall ensure balanced gender representation and guarantee the presence of at least one man and one woman until completion of the selection process.
In order to identify the candidate, the CGEN shall analyse their candidature in the light of this policy and the following criteria:
The SCA may demand from the candidate or Company, as applicable, any document it may require to carry out its review, where such documents shall be retained in accordance with legislative and regulatory provisions on personal data protection.
It is also responsible for considering preparatory measures for replacing the Chief Executive Officer and Chief Operating Officer(s).
The CGEN shall also conduct an annual review of the potential successors to the Chief Executive Officer who may be put forward to the Board of directors in the event of the temporary or permanent incapacity or decease of the incumbent. The Chairman of the Board of directors shall obtain the consent of any such potential successor. The review shall give rise to a list of names to be retained by the SCA.
The CGEN shall ensure via the Human Resources function of the Company that the following factors are taken into account when Key Function Holders are identified and appointed by General Management:
With due consideration given to the regime covering so-called “related-party agreements” as set out in Articles L. 225-38 et seq. of the French Commercial Code, to the provisions on independence of mind and conflicts of interest provided for in section 9 of the Fit and Proper Guidelines, and in order to implement the best observed practices of governance, the objective of this section is to (i) recall the general principles applied to ensure the independence of mind of each Member of the Management Body, (ii) define the situations of conflict of interest directors may face, given the wide range of the Group’s activities which may conflict with the interests of the director in question, whether directly or indirectly, and (iii) in the presence of a potential or actual conflict of interest, detail the measures to be taken such that said conflict is duly recorded and managed in an appropriate manner.
Each Member of the Management Body shall at all times maintain independence of mind, analysis, assessment and action in order to be able to form opinions and take decisions in an informed, effective and objective manner. To this end, Members of the Management Body shall comply with legislative and regulatory provisions on conflicts of interest (notably the regime covering so-called “related-party agreements”) in addition to the following provisions on the measures to be implemented in order to record and manage conflicts of interest in an appropriate manner.
Most specifically, Members of the Management Body shall refuse any benefit or service that may compromise their independence, undertaking to avoid all situations of conflict of interest (as described below).
Each member of the Board of directors shall freely express their positions, including minority positions, on matters discussed at Board of directors’ meetings or at specialised committee.
It should be noted that any conflict of interest is likely to affect their classification as an “independent director” within the meaning of the Afep-MEDEF Code.
In addition to the regime covering so-called “related-party agreements” set out in Article L. 225-38 et seq. of the French Commercial Code, the following are also likely to constitute a situation of conflict of interest:
The assessment of ordinary operational agreements is covered by a distinct procedure of the Board of directors entitled “Implementation procedure relating to conflicts of interest in loans and other transactions granted to members of the management body and their related parties”.
Members of the Management Body acknowledge to be fully informed about the regime covering related-party agreements and their associated obligations.
On occurrence of any of the situations set out in a) to e), g) and h) above, the Member of the Management Body must notify the Chairman of the Board of directors thereof without undue delay, where the latter shall notify the CGEN for an opinion based on its analysis of the declared situation, which may consist of one or more of the measures set out below. The opinion shall subsequently be submitted to the Board of directors and, where the opinion is supported, it shall be notified to the interested party by the Chairman of the Board of directors. The Board of directors’ decision shall be recorded in the minutes of the meeting.
More specifically, on occurrence of any of the situations set out in a) to e), g) and h) above during any Board of directors’ meeting or specialised committee meeting, and without prejudice to application of the preceding subparagraph, the Board of directors or the specialised committee, as applicable, shall specify the required measures without undue delay, which may notably consist of the member of the Board of directors or of the specialist committee concerned not participating in the deliberations, abstaining from the vote, not receiving the information relating to the matter generating or likely to generate a conflict of interest and even leaving the meeting of the Board of directors or of the specialised committee when the matter in question is being discussed. The minutes of the Board of directors’ or specialised committee meeting shall record the measures applied.
On occurrence of any situation set out in f) above, the member shall notify the Chairman of the Board of directors of their intention to accept (i) a new directorship, whether for a listed or unlisted French or foreign company not belonging to a group of which said member is a director, or (ii) any participation in the specialised committees of a corporate body, or (iii) any new function, such that the Board of directors on the proposal of the CGEN is able to decide on the compatibility of any such appointment with the position of Member of the Management Body of the Company. As required, the provisions on multiple directorships and availability of Members of the Management Body set out below shall apply mutatis mutandis.
Regardless of the circumstances, the Member of the Management Body deemed by the Board of directors to no longer be able to perform their functions due to the occurrence of a conflict of interest, shall be required to resign.
More generally, in the event of any Member of the Management Body failing to meet their obligations regarding conflicts of interest, the Chairman of the Board of directors shall take all necessary legal measures to rectify the situation; the Chairman may also notify the facts to the relevant regulators.
Lastly, the Chairman of the Board of directors shall ensure that the Board of directors deliberates independently of the executive functions, notably where the Chief Executive Officer is also a director.
Members of the Management Body shall comply with all applicable legislative and regulatory provisions, notably Articles L. 511-52 and R. 511-17 of the French Monetary and Financial Code (“CoMoFi Provisions”) and the Fit and Proper Guidelines, which apply to the members or apply to the Company with regard to the limitation of directorships and the availability, in addition to the provisions of the Afep-MEDEF Code.
Once the candidate has been selected by the CGEN and before being submitted to the Board of directors, the SCA under the responsibility of the Chairman of the Board of directors shall:
The candidate must certify that the list of their directorships and functions is complete, and forward to the SCA on request any document (Articles of association, trade register entries or equivalent, etc.), certificates, certifications, etc. which the SCA may deem to be required.
The SCA shall then analyse the directorships declared by the candidate in order to ensure compliance with the number of directorships specified in CoMoFi. The SCA shall retain the supporting documentation on which its analysis and conclusions are based, in accordance with legislative and regulatory provisions on personal data protection. During the course of its review, the SCA may conduct any investigations it deems necessary.
On completion of the SCA’s review:
Where the candidate does not wish to or cannot implement the necessary measures, the SCA shall submit its report to the CGEN for formal closure of the selection process.
Members of the Management Body shall at all times comply with the rules on limitation of directorships and devote the necessary time and effort to the performance of their functions and responsibilities. They shall accept the discipline of collaborative working in a context of mutual respect of opinions, exercising a sense of responsibility to the shareholders and other stakeholders of the Group.
The directors shall also regularly and actively participate in meetings of the Board of directors and specialised committees, and attend the General Meeting of the Shareholders. The directors representing the employees and the directors representing shareholder employees shall be allowed preparation time to be specified by the Board of directors, in accordance with applicable legal provisions.
To this end, each Member of the Management Body shall notify the Chairman of the Board of directors of their intention to accept (i) a new directorship, whether for a listed or unlisted French or foreign company not belonging to a group of which said member is a director, or (ii) any participation in the specialised committees of a corporate body, or (iii) any new function in France or abroad, such that the Board of directors on the proposal of the CGEN is able to decide if the role is compatible with the post held within the Company.
In any such case, the SCA shall follow the review and verification procedure applicable to appointments of Members of the Management Body.
Completion of the aforementioned review shall have one of the following two outcomes:
Regardless of the circumstances, should the Member of the Management Body no longer have sufficient availability to perform the office of director, the SCA shall notify the Chairman of the Board of directors who, in turn, shall notify the Chairman of the CGEN such that corrective measures can be considered with said member.
Should the Member of the Management Body wish to retain their office within the Company, they must reject the directorship being offered or resign from one existing directorship. The SCA shall record the corresponding decision in a report to be submitted to the Board of directors.
Should the Member of the Management Body decide to accept the new directorship yet without resigning from an existing directorship, said member shall be required to hand in their letter of resignation as a Member of the Management Body of BNP Paribas. The SCA shall record their resignation in a report to be submitted to the CGEN for formal acceptance, the effective date of which shall be decided by the Board of directors. Any Member of the Management Body who no longer believes they are able to perform their functions on the Board of directors, or on any specialised committee of which they are a member, shall be required to resign.
At least once a year, the SCA shall ask Members of the Management Body to update their “EBA Form” listing all directorships held by each Member of the Management Body, with their availability table in attachment.
This will enable the SCA to verify compliance with CoMoFi and the ongoing availability of all Members of the Management Body.
Members of the Management Body must at all times meet the requirements of reputation, honesty and integrity.
Candidates and Members of the Management Body shall immediately notify the Chairman of the Board of directors and the SCA of:
The SCA shall retain the supporting documentation on which the CGEN’s analysis and conclusions are based, in accordance with legislative and regulatory provisions on personal data protection. In this regard and at the request of the Chairman of the Board of directors or, as applicable, of the Chairman of the CGEN, the SCA may conduct any investigation it may deem to be necessary, including holding an interview with the person concerned.
Where the Chairman of the Board of directors or the Chairman of the CGEN, as applicable, is notified of the occurrence of any of the aforementioned events, the CGEN shall be notified in order to get its opinion on the reputation of the Member of the Management Body, based on its analysis of the declared situation, and may demand the resignation of the member in question. The opinion shall subsequently be submitted to the Board of directors and, where the opinion is supported, it shall be notified to the interested party by the Chairman of the Board of directors. The Board of director’s decision shall be recorded in the minutes of the meeting.
Furthermore, all Members of the Management Body undertake to act with loyalty and integrity towards the other Members of the Management Body and the shareholders of the Company. Failing this, the Chairman of the Board of directors or the Chairman of the CGEN, as applicable, may refer the matter to the CGEN for its opinion on the loyalty and integrity of the Member of the Management Body in question, and may decide to demand their resignation.
To enable decisions to be taken in an informed and judicious manner in all circumstances, the Board of directors attaches great importance to identifying candidates offering individual expertise gained in the fields of banking or finance, or recognised experience acquired within the general management of a large international company, enabling such candidates to understand the Company’s business model and the associated risks.
Mindful of the need for collective competence, however, the Board of directors shall strive to ensure that directors offer complementary expertise. To this end, it shall also seek out candidates able to understand the major emerging issues, challenges and risks faced by the Company, such as the current social and environmental issues, the challenges of digital transformation and geopolitical risks.
With regard to diversity, the Board of directors has established guidelines based on qualitative and quantitative criteria covering the number of directors, gender balanced representation, international experience, diversity of nationalities, and age and seniority, in addition to the personal and collective qualities set out in this policy.
The objective of the guidelines set out below is to establish a theoretical composition of the Board of directors which:
Candidates must in all cases be capable of working in a collaborative environment.
Number of directors
In accordance with Article 7.1 of the Company’s Articles of association, the number of directors to be appointed by the Ordinary General Meeting of the Shareholders shall lie between nine and eighteen. The directors representing the employees and the director representing shareholder employees are not to be taken into account when calculating the aforementioned minimum and maximum number of directors.
It should be noted that, in accordance with Article 17 of the Articles of association, the Board of directors may also appoint one or two non-voting directors on the proposal of the Chairman of the Board of directors.
Gender balanced representation
In accordance with Article L. 511-99 of CoMoFi and Article 9.3 of the Internal Rules, the CGEN is required to set an objective for gender balanced representation on the Board of directors and to develop a policy to meet this objective.
To this end, in 2016 the Board of directors issued its policy on gender balanced representation on the Board of directors. When selecting the profiles of potential candidates for the position of director, the policy specifies the obligations of gender balanced representation on the Board of directors in accordance with applicable legislative provisions.
International experience and diversity of nationalities
Given the international nature of the Company’s activities, the Board of directors promotes the identification of candidates offering international experience acquired through functions performed outside France or through a directorship with a company established outside France, notably in the Group’s main operational regions of Europe, the Americas and Asia-Pacific.
With regard to diversity of nationalities, the Board of directors has specified the optimum number of non-French or dual nationality directors to be at least 30%, and at least 40% not including directors appointed by General Meeting (excluding directors representing the employees).
This quantitative reference was established on the basis of a Board of directors’ target size of 14 directors which, apart from in exceptional or temporary circumstances, signifies 4 directors of non-French or dual nationality.
Given the Company’s positioning in Europe, the Board of directors favours European profiles, although on a non-exclusive basis.
Age and seniority
The Board of directors promotes an equitable balance in terms of directors’ ages while ensuring adequate seniority, always allowing for sufficient availability and to be able to act effectively in all circumstances.
Once a year under the responsibility of the CGEN, the SCA shall assess the composition of the Board of directors with regard to the general principles and guidelines set out above. The CGEN shall submit the results of its assessment to the Board of directors, including all proposals it may deem to be appropriate. The assessment shall be carried out by a consultant once every three years.
The Members of the Management Body of the Company shall individually and collectively have the necessary expertise, experience, skills, understanding and personal qualities, notably with regard to professionalism and integrity, enabling them to successfully perform their functions in relation to all the Company’s main activities, while guaranteeing effective governance and oversight.
The Members of the Management Body shall ensure that they maintain their knowledge in the following fields: Finance, banking, risks (notably those relating to sanctions, embargoes, money laundering, terrorist financing, corruption and influence peddling), applicable regulations and, more broadly, in any field associated with adaptations of the Company’s strategy and with the main emerging issues, challenges and risks faced by the Company.
The Company shall allocate the necessary human and financial resources to training for Members of the Management Body. In this regard, annual training shall be delivered to the directors by the managers holding responsibility over the training themes, and strategic seminars shall be held.
In addition to the aforementioned training, any director may request supplementary training. To this end, the director in question shall discuss the matter with the Chairman of the Board of directors; the SCA shall specify how the requested training is to be delivered.
The directors representing the employees and the director representing shareholder employees shall be allowed training time in accordance with applicable legislative provisions.
With regard to new directors, the Board of directors shall ensure that they meet the Chief Executive Officer, Chief Operating Officer(s) and certain Key Function Holders.
Pursuant to article L.22-10-12 of the French Commercial Code, the Board of directors has implemented a procedure in order to regularly ensure that the transactions entered into in the ordinary course of business and on arms' length basis (so-called "free" agreements) meet these conditions, to strengthen the process for identifying and monitoring conflicts of interest and to implement a process dedicated to review loans granted by the Bank to Members of the management body and related natural and legal persons.
Pursuant to the provisions of article 72 of the Belgian law on the status and supervision of credit institutions, this procedure was extended by the Board of directors in June 2022 to transactions concluded between BNP Paribas Fortis and the directors, the Chief Executive Officer and the Chief Operating Officers of BNP Paribas.
This procedure covers agreements concluded between BNP Paribas and the directors, the Chairman, the Chief Executive Officer and the Chief Operating Officers of BNP Paribas or natural persons closely associated with them, their holding companies and legal entities in which they have an interest (directorship or equity holding).
There are two parts to the procedure for so-called “free” agreements:
A report is prepared for each of these elements and submitted every year to the CGEN which informs the Board of directors.
The provisions of the French Commercial Code provide for ex ante approval each year by the Ordinary Annual General Meeting of the compensation policy for directors and corporate officers. The compensation policy for directors and corporate officers of BNP Paribas is presented below on pages 87 to 94.
The compensation of these same directors and corporate officers is also subject to the ex post vote of the Ordinary Annual General Meeting on the information on compensation referred to in article L.22-10-9 I of the French Commercial Code (this information is set out below on pages 95 et seq.). When the Annual General Meeting does not approve these items, the Board of directors submits an amended compensation policy, taking into account the shareholders’ vote, for the approval of the next Annual General Meeting. The payment of directors’ compensation for the current year is suspended until the amended compensation policy is approved. When the payment is reinstated, payments are backdated to the last Annual General Meeting.
Lastly, the compensation of each corporate officer is subject to a second ex post vote on the total compensation and benefits in kind paid during the previous year or awarded in respect of the same year (the information relating to this compensation is outlined in tables 1a and b, 2a and b, 3a and b and 4a and b on pages 101 et seq.). The variable components of compensation awarded to the corporate officers in respect of the previous year can only be paid after they have been approved by the Annual General Meeting on the basis of this second vote.
In this report, the Board of directors provides details of the fixed and variable components of total compensation and benefits in kind, attributable to the directors, the Chairman of the Board of directors, the Chief Executive Officer and the Chief Operating Officers for their three-year corporate offices within BNP Paribas (SA).
The elements of the compensation policy presented below are the subject of resolutions submitted for the approval of the Shareholders’ Annual General Meeting voting under the quorum and majority conditions required for Ordinary General Meetings. If the Annual General Meeting does not approve these resolutions, the previous compensation policy, already approved by the Annual General Meeting of 14 May 2024, will continue to apply. In this case, the Board of directors will submit for the approval of the next Annual General Meeting a draft resolution outlining an amended compensation policy, indicating how the shareholders’ vote was taken into account and, where appropriate, the opinions stated during the Annual General Meeting.
The compensation policy for directors and corporate officers complies with applicable legislation and regulations, the Afep-MEDEF Code and the BNP Paribas Code of conduct. The policy as detailed below (in particular the performance criteria):
Without prejudice to the powers of the Annual General Meeting in this respect, the determination of the compensation of directors and corporate officers is the responsibility of the Board of directors and is based on proposals from the Remuneration Committee, which drafts the decisions which the Board of directors approves regarding compensation. In particular, the Remuneration Committee annually reviews the remuneration, compensation and benefits in kind awarded to the Company’s directors and corporate officers. This committee is made up of four independent members who have experience of compensation systems and market practices in this area and includes a director elected by employees.
Measures aimed at avoiding and managing conflicts of interest are established in the Internal Rules of the Board of directors, by the Policy on the suitability of Members of the management body and Key function holders, as well as by the Implementation procedure for conflicts of interest in relation to loans and other transactions granted to the Members of the management body and their related parties. Executive corporate officers do not take part in deliberations or voting on their own compensation.
The compensation of corporate officers takes into account, in its principles, the following objectives:
The compensation policy for directors is gender-neutral.
In accordance with the law, the global amount of directors’ compensation is set by the Shareholders’ Annual General Meeting.
The individual amount of directors’ compensation is determined by the Board of directors pursuant to a proposal of the Remuneration Committee. It consists of a fixed portion and a portion based on actual participation in meetings, regardless of the means. Directors residing abroad receive an increased amount, except where they may participate in meetings of the Board of directors by telecommunication means. Additional compensation is paid for actual participation in one of the four Specialised Committees. This is increased for directors participating in the CCIRC and in the Financial Statements Committee, as well as in the joint session between these two Committees, in view of the specific investment required by these committees.
At the end of the year, the Remuneration Committee examines the allocation of directors’ compensation and the amount paid to each of them in respect of the year on the basis of an audit of each director’s actual presence at Board and Committee meetings. Where applicable, the remainder of the global amount fixed by the Annual General Meeting is allocated in proportion to the amount paid to each director. In the event of an additional extraordinary meeting of the Board or Committees, the amount of the compensation due to each director is adjusted, in proportion to the amounts paid to each director.
The Board of directors then approves the individual distribution of the directors’ compensation for the year before its actual payment to the directors (subject to the provisions of article L.22-10-34 I of the French Commercial Code which provides that the payment of directors’ compensation for the current year is suspended in the event of a negative vote by the shareholders on the components of compensation paid during or awarded in respect of the past year to corporate officers).
The annual fixed compensation of the Chairman, Mr. Jean Lemierre, amounts to EUR 950,000 gross.
The Chairman does not receive annual variable compensation or conditional long-term incentive plan. The absence of variable compensation reflects the independence of the Chairman with respect to the Executive Management.
Should a new Chairman be appointed, on the proposal of the Remuneration Committee and under this compensation policy, the Board of directors will set the amount of his/her fixed compensation in line with the new Chairman’s profile and experience.
Compensation for executive corporate officers includes:
The levels of these different components are determined using established market benchmarks.
Compensation takes into account the cap on total variable compensation in relation to fixed compensation (including awards under long-term incentive plan) in accordance with article L.511-78 of the French Monetary and Financial Code, applicable specifically to credit institutions.
In accordance with paragraph 2 of said article, the Shareholders’ Annual General Meeting of BNP Paribas of 14 May 2024 decided that this cap would be set at twice the amount of the fixed compensation for a duration of three years.
For the purposes of calculating the aforementioned ratio, a discount rate may in addition be applied to no more than 25% of the total variable compensation inasmuch as the payment is made in the form of instruments after a deferred period of at least five years, in accordance with article L.511-79 of the French Monetary and Financial Code.
The annual fixed compensation of the Chief Executive Officer, Mr. Jean-Laurent Bonnafé, amounts to EUR 1,843,000 gross at 31 December 2024.
The last increase in the fixed annual compensation of the Chief Executive Officer, effective from 1 January 2022, was decided by the Board of directors and approved by Annual General Meeting of 17 May 2022. The Board of directors had noted the Bank’s very good performance since the Chief Executive Officer was appointed.
As part of the annual compensation review, the Board of directors reviewed the compensation of the Chief Executive Officers of ten comparable European banks (Barclays, BBVA, Crédit Agricole, Deutsche Bank, HSBC, Intesa SanPaolo, Santander, Société Générale, UBS and Unicredit) based on a study carried out by the independent firm WTW. Within this panel, in which BNP Paribas ranks 2nd in terms of net income, Group share for the 2023 financial year, the total compensation of the Chief Executive Officer is in 9th position out of 11 and is significantly lower than the median of the situations observed.
In view of:
the Board of directors proposes, subject to approval by the Annual General Meeting of 13 May 2025, a revaluation of 25% of the fixed annual compensation of the Chief Executive Officer, effective from 1 January 2025.
After revaluation, the fixed annual compensation of the Chief Executive Officer amounts to EUR 2,300,000 gross.
The fixed annual compensation of the Chief Operating Officers amounted to EUR 1,800,000 gross for the Chief Operating Officer in charge of the CIB scope, Mr. Yann Gérardin, and EUR 1,080,000 gross for the Chief Operating Officer in charge of the CPBS scope, Mr. Thierry Laborde.
The last increase in the fixed annual compensation of the Chief Operating Officers, effective from 1 January 2024, was decided by the Board of directors and approved by Annual General Meeting of 14 May 2024.
Should a new Chief Executive Officer or a new Chief Operating Officer be appointed, the Board of directors will, on the proposal of the Remuneration Committee and under this compensation policy, set his/her fixed compensation in line with his/her profile and experience. The components of annual variable compensation or of the conditional long-term incentive plan will be set in accordance with the principles set out in this compensation policy.
The variable component is intended to reflect the effective contribution of executive corporate officers to the success of BNP Paribas in respect of their functions as executive managers of an International Financial Services Group.
The variable compensation of executive corporate officers is determined based on a target compensation equal to 100% of their annual fixed compensation for the Chief Executive Officer and the Chief Operating Officers.
The variable compensation varies in accordance with criteria representative of the Group’s results, CSR-linked criteria and a qualitative assessment by the Board of directors.
In addition, the payment of the annual variable compensation includes a deferred period, “malus” and “claw-back” arrangements, as well as a cancellation clause in the event of a bank resolution measure, in accordance with same terms and conditions as those described below for the LTIP (see 3 below).
Criteria linked to the Group’s financial performance account for 75% of the target variable compensation and enable the corresponding portion of the annual variable compensation to be calculated in proportion to the evolution of financial indicators. There are two Group-based quantitative criteria for the Chief Executive Officer. There are four financial-linked quantitative criteria for the Chief Operating Officers, half of which are Group-based and the other half based on their respective areas of responsibility.
If objectives based on quantitative criteria are exceeded (or not achieved), the fraction of the target compensation in question evolves proportionally within the limits of the cap mentioned below.
A portion of 15% of the target variable compensation is linked to the Group’s CSR performance.
The allocation of this portion of the annual variable compensation is based on multi-criteria measurement resulting from a holistic approach of actions undertaken by the BNP Paribas Group with respect to social, societal, and environmental issues.
With this in mind, this compensation structure includes three weighted criteria, each at 5%:
For several years, the BNP Paribas Group has made the variable compensation of executive corporate officers conditional on the achievement of criteria in line with the Group’s climate objectives in accordance with the principle of the Afep-MEDEF Code, which came into force in December 2022.
The portion of the variable compensation linked to the Board of directors’ qualitative assessment is 10% of the target variable compensation.
The Board of directors considers it essential to carry out this qualitative assessment, particularly given its enhanced responsibilities in terms of supervision and control in line with the French Monetary and Financial Code. In addition to the Bank’s strategy, which it must approve considering social and environmental issues, the Board of directors must also assess the performance of executive corporate officers based on their capacities for anticipation, decision-making, leadership and exemplary behaviour as part of the 2025 strategic plan.
This assessment will be made in light of the economic situation and with regard to the Group’s operational and integrated model.
Criteria | % of target annual variable compensation | Type | |
Chief Executive Officer | Chief Operating Officers | ||
Criteria linked to the Group’s financial performance | 37.50% | 18.75% | Evolution of net earnings per share for the year compared to the previous year |
37.50% | 18.75% | Achievement of budgeted Group gross operating income | |
N/A. | 18.75% | Evolution of pre-tax net income of the area of responsibility for the year compared to the previous year | |
N/A. | 18.75% | Achievement of budgeted gross operating income of the area of responsibility | |
Criteria linked to the Group’s CSR performance | 15.00% | 15.00% | Multicriteria assessment of the actions taken by BNP Paribas Group with respect to social, societal and environmental issues |
Qualitative criteria | 10.00% | 10.00% | Assessment with regard to implementation of the Bank’s strategic guidelines, particularly the human, organisational and technical dimensions of the Growth, Technology & Sustainability 2025 plan, and taking into account the general context of the year under consideration |
The Board of directors ensures the consistency of the annual variable compensation with evolution of the Group’s results and the area of responsibility of each of the Chief Operating Officers.
In any case:
The payment terms for variable compensation of BNP Paribas Group’s executive corporate officers, in accordance with the provisions of the French Monetary and Financial Code and the European Banking Authority’s Guidelines on compensation policy, are:
In 2011, to align the interests of executive corporate officers with the medium to long-term performance of the BNP Paribas Group without compromising risk management, the Board of directors introduced a conditional long-term incentive plan (LTIP) over five years.
The LTIP, which amounts to the target annual variable compensation awarded in respect of the previous year, is split into two equal parts: one recognising the increase in the intrinsic value of the BNP Paribas share, and the other, its potential outperformance relative to peers.
The first half of the awarded amount depends on the evolution of the share price(20) given that no payment will be made for this first half of the awarded amount if the BNP Paribas share price does not increase by at least 5% from the date of the award by the Board of directors to the end of a five-year period from the award date.
If the share price increases by at least 5% during this period, a factor is applied to the initial amount, resulting in the amount being increased or reduced, in line with the table below:
Evolution of the BNP Paribas share price over five years | Factor applied to the first half of the award |
|---|---|
Strictly under 5% | 0 (no payment) |
Equal to or higher than 5% and under 10% | 40% |
Equal to or higher than 10% and under 20% | 80% |
Equal to or higher than 20% and under 33% | 120% |
Equal to or higher than 33% and under 50% | 130% |
Equal to or higher than 50% and under 75% | 150% |
Equal or higher than 75% | 175% |
Thus, the first half of the awarded amount will only be paid in full at the end of the five-year period if the share price increases by more than 20% during this five-year period. The factor applied to the first half of the award will, in any event, always be less than or equal to the evolution of the share price and cannot, under any circumstances, exceed 175% of the awarded amount, assuming that the share price has increased by more than 75% at the end of the five-year period.
Fulfilment of this condition is assessed by measuring the performance of the BNP Paribas share price relative to the “EURO STOXX Banks” index of main Eurozone banks.
It only takes into account the outperformance of the BNP Paribas share price relative to the average index measured over the twelve months prior to the award date, compared with the average for this same index for a period of twelve months prior to payment. The second half of the target amount under the LTIP will only be paid in full if the BNP Paribas share price outperforms the index by at least 10%.
Relative performance of the BNP Paribas share in relation | Factor applied to the second half of the award |
|---|---|
Lower or equal to 0 point | 0% |
0 to 5 points inclusive | 50% |
5 to 10 points inclusive | 80% |
Greater than 10 points | 100% |
The amount determined by applying each of the conditions over the plan’s five-year period is the compensation paid under the LTIP.
According to the provisions of article L.511-78 of the French Monetary and Financial Code relating to the cap on the variable component as a percentage of the fixed component, total variable compensation awarded, including amounts awarded under the LTIP, may not be more than twice the fixed compensation, in accordance with the decision of the Shareholders’ Annual General Meeting of 14 May 2024. To calculate the ratio, a discount rate may in addition be applied to no more than 25% of the total variable compensation in as much as the payment is made in the form of instruments after a deferred period of at least five years.
Based on the evolution of the BNP Paribas share price, the first half of the amount paid under the LTIP may not, under any circumstances, exceed 175% of the initial awarded amount. Payment of the second half of the award may not, under any circumstances, exceed the initial awarded amount.
Thus, under no circumstances can payments under the LTIP exceed 137.5% of their award value.
LTIP rules require continued presence throughout the entire duration of the plan. Departure from the Group would result in the LTIP not being paid. Nonetheless, in the event of retirement or death after the end of the first year of the plan, payments would be made provided that performance conditions are met and subject to assessment by the Board of directors.
The LTIP provides for “malus” clauses and “claw-back” arrangements. Thus, in the event that the beneficiary should behave in a way or be guilty of acts that do not comply with BNP Paribas’ expectations, as defined in particular in terms of:
the Board of directors may decide not only not to proceed with the payment of the planned amount, whether or not the beneficiary is present, but also to request the return of all or part of the sums already paid under previous plans over a period of five years.
Moreover, this rule provides that in the event of the implementation of a bank resolution measure under the French Monetary and Financial Code, the LTIP rights shall be definitively cancelled.
The Board of directors reserves the right to reduce awards under the LTIP, in particular in the event of non-compliance with the above-mentioned ceiling.
No extraordinary compensation may be paid to the directors, the Chairman of the Board of directors, the Chief Executive Officer or the Chief Operating Officers.
The Chairman of the Board of directors, the Chief Executive Officer and the Chief Operating Officers may have a company car.
Directors and corporate officers do not benefit from any stock option or share purchase subscription plans.
Directors and corporate officers do not receive any performance or free shares.
Directors and corporate officers do not receive any contractual compensation for termination of their term of directorship.
Directors and corporate officers, with the exception of the Chief Operating Officers, do not receive post-employment benefits when they leave the Company or when they retire.
The Chief Operating Officers are entitled to the standard retirement benefits awarded to all BNP Paribas (SA) employees pursuant to their initial employment contract.
The corporate officers benefit solely from the BNP Paribas Group's mandatory pension plan (supplementary defined-contribution pension plan) set up for all BNP Paribas (SA) employees.
The Chairman of the Board of directors, the Chief Executive Officer and the Chief Operating Officers benefit from the death, disability and invalididy insurance schemes as well as the common healthcare benefit scheme, under the same conditions set up for all BNP Paribas (SA) employees.
They also benefit from the Garantie Vie Professionnelle Accidents system (death and disability insurance), which covers all BNP Paribas (SA) employees.
The Chief Executive Officer and the Chief Operating Officers are also entitled to the supplementary plan set up for members of the Group Executive Committee, which pays out additional capital of EUR 1.10 million in the event of death or total and permanent disability. The employer contribution under this scheme is recognised as a benefit in kind.
Please note that the Chief Executive Officer signed a non-compete agreement with BNP Paribas (SA) on 25 February 2016. This agreement was approved by the Annual General Meeting of 26 May 2016 pursuant to the provisions of article L.225-38 of the French Commercial Code.
Under this agreement, if he ceases to hold any role or position in BNP Paribas, Mr. Jean-Laurent Bonnafé undertakes, for a period of twelve months, not to take any role whatsoever, either directly or indirectly, for a credit institution, investment or insurance firm whose securities are traded on a regulated market in France or abroad, as well as in France for a credit institution, investment or insurance firm whose securities are not traded on a regulated market. Decisions to apply the agreement will be taken in due time with sincerity and loyalty.
Under this agreement, the Chief Executive Officer will receive a payment equal to 1.2 times the total of his fixed and variable compensation (excluding LTIP) received during the year prior to his departure. One-twelfth of the indemnity would be paid each month.
In accordance with the Afep-MEDEF Code and article R.22-10-14 of the French Commercial Code which stipulate that the payment of a non-compete indemnity must be excluded if the person concerned claimed his pension rights or has exceeded the age of 65 and in line with the stipulations of said non-compete agreement, the Board of directors and the Chief Executive Officer have confirmed that they comply with this provision.
BNP Paribas directors and corporate officers and their spouse and dependent children may be granted loans.
These loans, representing normal transactions, are granted on an arm’s length basis, in accordance with the Implementation procedure for conflicts of interest in relation to loans and other transactions granted to the Members of the management body and their related parties.
The total compensation of directors and corporate officers, as described below, is in line with the compensation policy adopted at the Annual General Meeting of 14 May 2024.
Directors | Amounts paid in 2023 in respect of the year (as a reminder) | Amounts paid in 2024 |
|---|---|---|
Aschenbroich Jacques | 135,521 | 163,777 |
Bonnafé Jean-Laurent | 64,758 | 76,777 |
Brisac Juliette | 90,490 | 111,033 |
De Chalendar Pierre André(1) | 122,655 | 71,254 |
Cohen Monique | 159,966 | 187,485 |
Epaillard Hugues(2) | 121,368 | 147,247 |
Gibson-Brandon Rajna(3) | 57,707 | N.A. |
Guillou Marion | 106,573 | 130,065 |
Lemierre Jean | 64,758 | 76,777 |
LEPOULTIER Vanessa(2)(4) | N.A. | 95,872 |
Logghe Lieve | 97,245 | 130,391 |
LOMBARD Marie-Christine(5) | N.A. | 97,206 |
Noyer Christian | 117,080 | 147,356 |
Schwarzer Daniela | 121,798 | 179,220 |
STRAATHOF Annemarie(6) | N.A. | 84,223 |
Tilmant Michel | 116,866 | 139,961 |
Verrier Sandrine(2)(7) | 87,274 | 11,356 |
Wicker-Miurin Fields(8) | 75,941 | N.A. |
TOTAL | 1,540,000 | 1,850,000 |
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For information, the rules for allocating directors’ compensation are as follows:
| Fixed portion(1) | Portion based on actual participation |
Scheduled or extraordinary meeting | ||
Directors resident in France | EUR 25,000 | EUR 3,800/meeting |
Directors resident outside of France | EUR 25,000 | EUR 5,000/meeting(2) |
Chairman of a specialised committee (excluding CCIRC) |
| EUR 6,500/meeting |
Member of a specialised committee (excluding CCIRC) |
| EUR 3,500/meeting |
Chairman of CCIRC |
| EUR 6,700/meeting |
Member of the CCIRC (excluding joint session) |
| EUR 3,700/meeting |
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Directors elected by the employees and the director representing the employee shareholders receive compensation under their employment contract.
At 31 December 2024, the composition of the Board of directors complies with the obligation for gender parity provided by article L.225-18-1 of the French Commercial Code.
Directors’ compensation is also gender-neutral. It consists of a fixed portion and a portion based on actual participation in meetings on the basis of the allocation rules presented above.
At its meeting of 3 February 2025, the Board of directors assessed the achievement of the objectives set in accordance with the compensation policy.
Concerning the criterion linked to the evolution of net earnings per share for the year compared to the previous year, its measurement for the Chief Executive Officer Mr. Jean-Laurent Bonnafé as a percentage of the target variable compensation, amounts to 41.83% for 2024 (20.92% for the Chief Operating Officers, Mr. Yann Gérardin and Mr. Thierry Laborde).
Concerning the criterion related to the achievement of the Group’s gross operating income budget, its measurement for the Chief Executive Officer Mr. Jean-Laurent Bonnafé as a percentage of the target variable compensation, amounts to 38.25% for 2024 (19.13% for the Chief Operating Officers, Mr. Yann Gérardin and Mr. Thierry Laborde).
In addition, for the Chief Operating Officers, Mr. Yann Gérardin and Mr. Thierry Laborde:
| 2023 | 2024 | Variation | Application to 37.5% of the target annual variable compensation |
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Net earnings per share | 8.58 | 9.57 | 11.55% | 41.83% |
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Gross Operating Income | 2024 Budget(1): EUR 18,273 million | Achieved: EUR 18,638 million | 2.00% | 38.25% |
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| 2023 | 2024 | Variation | Application to 18.75% of the target annual variable compensation |
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Chief Operating Officers – Mr. Yann Gérardin and Mr. Thierry Laborde |
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Net earnings per share | 8.58 | 9.57 | 11.55% | 20.92% |
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Gross Operating Income | 2024 Budget(1): EUR 18,273 million | Achieved: EUR 18,638 million | 2.00% | 19.13% |
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Scope of responsibility – CIB |
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Net income before tax | EUR 6,302 million(2) | EUR 7,323 million | 16.20% | 21.79% |
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Gross Operating Income | 2024 Budget(1): EUR 6,959 million | Achieved: EUR 7,166 million | 2.97% | 19.31% |
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Scope of responsibility – CPBS |
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Net income before tax | EUR 7,330 million(2) | EUR 6,791 million | -7.36% | 17.37% |
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Gross Operating Income | 2024 Budget(1): EUR 10,357 million | Achieved: EUR 10,240 million | -1.13% | 18.54% |
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The Board of directors reviewed the achievement of the multi-criteria measurement with regard to the three criteria linked to the Group’s CSR performance provided for in the compensation policy, each of which has a 5% weighting.
With regard to the qualitative assessment, the Board of directors considered that this criteria has been met given the significant achievements in 2024 regarding environmental and social issues.
BNP Paribas has an ambitious policy in terms of energy transition, sustainable investment, social commitment and financial inclusion. In 2024, BNP Paribas continued its actions in terms of sustainable finance in accordance with its GTS 2025 strategic plan (Growth, Technology & Sustainability). The Group has increased its financing in favour of the ecological transition and its action in favour of financial inclusion and civil society.
On the alignment of portfolios towards the goal of a more sustainable economy:
On enabling its clients to transition to a low-carbon economy:
On sustainable investment activities:
On actions in favour of employees:
On actions in favour of financial inclusion and civil society:
Regarding the criterion related to the Group’s CSR positioning compared to its peers in the extra-financial performance rankings of FTSE, S&P Global Corporate Sustainability Assessment and Moody’s ESG Solutions, BNP Paribas is effectively in the 1st quartile of the Banks sector of the three aforementioned agencies.
Given the acquisition of Moody's ESG Solutions by MSCI, two extra-financial rating agencies, FTSE and S&P Global Corporate Sustainability Assessment, will be kept for the measurement of this criterion related to the Group CSR positioning.
Regarding the criterion of alignment with the Group’s key employees, the three-year CSR target measure set in the loyalty plan awarded to the Group’s key employees are also met.
Consequently, the multi-criteria measure, as a percentage of the target variable compensation, amounts to 15% for 2024 for the Chief Executive Officer and the Chief Operating Officers.
| CSR – Assessment of the CSR policy | |||
| (i) By the Board | (ii) By the market | (iii) Alignment with | Multi-criteria |
Weighting | 5.00% | 5.00% | 5.00% |
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Measurement | 5.00% | 5.00% | 5.00% | 15.00% |
The Board of directors assessed the qualitative portion of the annual variable compensation in terms of the application of the criteria provided for in the compensation policy.
For 2024, the Board of directors took into main consideration and deemed satisfied by Mr. Jean-Laurent Bonnafé the following:
For Mr. Yann Gérardin, as Chief Operating Officer in charge of the Corporate and Institutional Banking (CIB) division and in line with the assessments proposed for Mr. Jean-Laurent Bonnafé:
For Mr. Thierry Laborde, as Chief Operating Officer in charge of the Commercial, Personal Banking & Services division (CPBS) and in line with the assessments proposed for Mr. Jean-Laurent Bonnafé:
After taking into account all the criteria used to set annual variable compensation, and the evolution of the Group’s operating results, the Board of directors, on the proposal of the Remuneration Committee, set the variable compensation awarded in respect of 2024 at:
The result in respect of each criterion is set out in the following table:
| Quantitative criteria | CSR performance criteria | Qualitative criteria | Annual variable with respect to 2024 | Reminder of target variable compensation | ||||
EPS(2) | GOI(3) | NIBT(4) | GOI(5) | ||||||
Group | Group | Business | Business | ||||||
Jean-Laurent BONNAFÉ | Weighting(1) | 37.50% | 37.50% |
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Measurement(1) | 41.83% | 38.25% |
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| 15.00% | 10.00% | 1,936,624 | 1,843,000 | |
Yann GÉRARDIN | Weighting(1) | 18.75% | 18.75% | 18.75% | 18.75% | 15.00% | 10.00% |
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Measurement(1) | 20.92% | 19.13% | 21.79% | 19.31% | 15.00% | 10.00% | 1,910,700 | 1,800,000 | |
Thierry LABORDE | Weighting(1) | 18.75% | 18.75% | 18.75% | 18.75% | 15.00% | 10.00% |
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Measurement(1) | 20.92% | 19.13% | 17.37% | 18.54% | 15.00% | 10.00% | 1,090,368 | 1,080,000 | |
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The Board of directors noted that this performance condition was met in 2024; accordingly, deferred compensation payable in 2025 in respect of previous plans will be paid.
In accordance with the compensation policy and on the proposal of the Remuneration Committee, the Board of directors set the LTIP amounts awarded in 2025.
The amount awarded under the LTIP is equal to the target annual variable compensation for 2024.
LTIP awarded on 3 February 2025 (in euros) | Awarded amount(1) | Fair value of the awarded amount(2) |
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Jean-Laurent Bonnafé | 1,843,000 | 462,409 |
Yann Gérardin | 1,800,000 | 451,620 |
Thierry Laborde | 1,080,000 | 270,972 |
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The cap on total variable compensation provided for by article L.511‑78 of the French Monetary and Financial Code was not exceeded. Pursuant to article L.511-79 of the French Monetary and Financial Code, a discount rate may in addition be applied to no more than 25% of total variable compensation inasmuch as the payment is made in the form of instruments after a deferred period of at least five years.
After applying the discount rate to the variable compensation amounts awarded in the form of instruments deferred for five years (discount rate of 48.78% in accordance with European Banking Authority guidelines on the application of the notional discount rate for variable compensation, published on 27 March 2014), the ratio between total variable compensation and fixed compensation is 1.79 for the Chief Executive Officer Mr. Jean-Laurent Bonnafé, 1.80 and 1.75 respectively for Messrs Yann Gérardin and Thierry Laborde as Chief Operating Officers for 2024.
The Board of directors has not been called upon to apply the “malus” and “claw-back” clauses, provided for in the compensation policy defined above.
No compensation has been paid or awarded to directors and corporate officers by a company included in the scope of consolidation of BNP Paribas within the meaning of article L.233-16 of the French Commercial Code.
| Amounts | Comments |
|---|---|---|
Fixed compensation | 950,000 (paid) | The compensation paid to Mr. Jean Lemierre is determined following the guidelines proposed by the Remuneration Committee and approved by the Board of directors. This fixed compensation has not changed since December 2014. |
Annual variable compensation | None | Mr. Jean Lemierre is not entitled to annual variable compensation. |
Conditional long-term incentive plan | None | Mr. Jean Lemierre does not benefit from a conditional long-term incentive plan. |
Compensation linked to the term of directorship | 76,777 (paid) | Mr. Jean Lemierre does not receive any compensation in respect of directorships that he holds in the Group’s companies other than BNP Paribas (SA). |
Extraordinary compensation | None |
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Stock options awarded during the period | None |
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Performance shares awarded during the year | None |
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Benefits in kind | 5,951 | Mr. Jean Lemierre has a company car. |
TOTAL | 1,032,728 |
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| Amounts | Comments |
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Sign-on bonuses and severance payments | None | Mr. Jean Lemierre receives no sign-on bonus or severance payment. |
Supplementary defined-benefit pension plan | None | Mr. Jean Lemierre does not benefit from any supplementary defined-benefit pension plan. |
Supplementary defined-contribution pension plan | 1,994 | This amount corresponds to the contributions paid in 2024 under the defined-contribution pension plan (article 83 of the French General Tax Code) set up for all BNP Paribas (SA) employees. |
Welfare benefit and healthcare plans | 4,368 | This amount corresponds to the contributions paid in 2024 under (i) the disability, invalidity and death, and healthcare insurance plans offered to employees of BNP Paribas (SA) and (ii) the Garantie Vie Professionnelle Accidents system (death and disability insurance) covering all employees of BNP Paribas (SA). |
| Amounts | Comments |
|---|---|---|
Fixed compensation | 1,843,000 (paid) | The compensation paid to Mr. Jean-Laurent Bonnafé is determined following the guidelines proposed by the Remuneration Committee and approved by the Board of directors. The last increase in the fixed compensation of Mr. Jean-Laurent Bonnafé, bringing it to EUR 1,843,000, dates from 7 February 2022, effective from 1 January 2022. |
Annual variable compensation(1) | 1,936,624 | The variable compensation of Mr. Jean-Laurent Bonnafé evolves depending on criteria representative of Group results and his managerial performance. It is expressed as a percentage of a target variable compensation corresponding to 100% of fixed compensation for the year. The quantitative criteria depend on indicators linked to the Group’s overall performance; they are as follows:
CSR criteria also condition 15% of the target variable compensation. They correspond to the multi-criteria assessment of the actions taken by the Group with respect to social, societal and environmental issues. The qualitative criteria represents 10% of the target variable compensation. After taking into account quantitative, CSR and qualitative criteria, the Board of directors set the annual variable compensation of Mr. Jean-Laurent Bonnafé for 2024 at EUR 1,936,624:
The ratio between the annual fixed compensation and variable compensation, as required under the French Commercial Code, is 105.08%. |
Conditional long-term incentive plan (fully deferred for a period of five years) | 462,409 | The fair value of the LTIP awarded to Mr. Jean-Laurent Bonnafé on 3 February 2025 with respect to 2024 amounts to EUR 462,409. The term of the LTIP is five years. The two conditions of the LTIP, one recognising an increase in the intrinsic value of the BNP Paribas share and the other recognising its potential outperformance relative to its peers, are assigned equal weighting in order to measure their effects separately. Payments under the LTIP may not exceed 137.5% of their award value. |
Compensation linked to the term of directorship | 76,777 | Mr. Jean-Laurent Bonnafé receives compensation for his term of his directorship at BNP Paribas (SA). |
Extraordinary compensation | None |
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Stock options awarded during the period | None |
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Performance shares awarded during the year | None |
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Benefits in kind | 6,267 | Mr. Jean-Laurent Bonnafé has a company car. This amount also includes the employer contribution of EUR 1,360 paid by BNP Paribas (SA) for 2024 under the Executive Committee professional life insurance policy, offering an additional EUR 1.10 million in the event of death or total permanent disability. |
TOTAL | 4,325,077 |
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(In euros) | Submission date to the AGM and resolution number | Amounts paid in 2024 |
|---|---|---|
Annual variable remuneration |
| 1,913,825 |
Including partial payment of the annual variable compensation in respect of 2023 | 14 May 2024 18th resolution | 375,530 |
Including partial payment of the annual variable compensation in respect of 2022 | 16 May 2023 15th resolution | 556,739 |
Including partial payment of the annual variable compensation in respect of 2021 | 17 May 2022 15th resolution | 221,671 |
Including partial payment of the annual variable compensation in respect of 2020 | 18 May 2021 15th resolution | 206,502 |
Including partial payment of the annual variable compensation in respect of 2019 | 19 May 2020 16th resolution | 232,430 |
Including partial payment of the annual variable compensation in respect of 2018 | 23 May 2019 14th resolution | 223,626 |
Including partial payment of the annual variable compensation in respect of 2017 | 24 May 2018 15th resolution | 97,327 |
Conditional long-term incentive plan | 23 May 2019 14th resolution | 1,405,800 |
| Amounts | Comments |
|---|---|---|
Sign-on bonuses and severance payments | None | Mr. Jean-Laurent Bonnafé receives no sign-on bonus or severance payment. |
Non-compete indemnity | None | Conditions of the non-compete clause signed between the Chief Executive Officer and BNP Paribas (SA) are detailed on page 94 of the Universal registration document. |
Supplementary defined-benefit pension plan | None | Mr. Jean-Laurent Bonnafé does not benefit from any supplementary defined-benefit pension plan. |
Supplementary defined-contribution pension plan | 1,994 | This amount corresponds to the contributions paid in 2024 under the defined-contribution pension plan (article 83 of the French General Tax Code) set up for all BNP Paribas (SA) employees. |
Welfare benefit and healthcare plans | 4,368 | This amount corresponds to the contributions paid in 2024 under (i) the disability, invalidity and death and healthcare insurance plans offered to employees of BNP Paribas (SA) and (ii) the Garantie Vie Professionnelle Accidents system (death and disability insurance) covering all employees of BNP Paribas (SA). |
| Amounts | Comments |
|---|---|---|
Fixed compensation | 1,800,000 (paid) | The compensation paid to Mr. Yann GÉRARDIN is determined following the guidelines proposed by the Remuneration Committee and approved by the Board of directors. The last increase in the fixed compensation of Mr. Yann GÉRARDIN, effective from 1 January 2024, was decided by the Board of directors and approved by Annual General Meeting of 14 May 2024. |
Annual variable compensation(1) | 1,910,700 | The variable compensation of Mr. Yann GÉRARDIN evolves depending on criteria representative of the Group’s results as well as the results of the CIB division and his managerial performance. It is expressed as a percentage of a target variable compensation corresponding to 100% of fixed compensation for the year. The quantitative criteria depend on the following performance indicators:
CSR criteria also condition 15% of the target variable compensation. They correspond to the multi-criteria assessment of the actions taken by the Group with respect to social, societal and environmental issues. The qualitative criteria represents 10% of the target variable compensation. After taking into account quantitative, CSR and qualitative criteria, the Board of directors set the annual variable compensation of Mr. Yann GÉRARDIN for 2024 at EUR 1,910,700:
The ratio between the annual fixed compensation and variable compensation, as required under the French Commercial Code, is 106.15%. |
Conditional long-term incentive plan (fully deferred for a period of five years) | 451,620 | The fair value of the LTIP awarded to Mr. Yann GÉRARDIN on 3 February 2025 with respect to 2024 amounts to EUR 451,620. The term of the LTIP is five years. The two conditions of the LTIP, one recognising an increase in the intrinsic value of the BNP Paribas share and the other recognising its potential outperformance relative to its peers, are assigned equal weighting in order to measure their effects separately. Payments under the LTIP may not exceed 137.5% of their award value. |
Compensation linked to the term of directorship | None | Mr. Yann GÉRARDIN does not hold a directorship in Group companies. |
Extraordinary compensation | None |
|
Stock options awarded during the period | None |
|
Performance shares awarded during the year | None |
|
Benefits in kind | 1,360 | This amount corresponds to the annual employer contribution paid by BNP Paribas (SA) for 2024 under the Executive Committee professional life insurance policy, offering an additional EUR 1.10 million in the event of death or total permanent disability. |
TOTAL | 4,163,680 |
|
| ||
(In euros) | Submission date to the AGM and resolution number | Amounts paid in 2024 |
|---|---|---|
Annual variable remuneration |
| 902,482 |
Including partial payment of the annual variable compensation in respect of 2023 | 14 May 2024 19th resolution | 305,820 |
Including partial payment of the annual variable compensation in respect of 2022 | 16 May 2023 16th resolution | 461,781 |
Including partial payment of the annual variable compensation in respect of 2021 | 17 May 2022 17th resolution | 134,881 |
Conditional long-term incentive plan | None | None |
| Amounts | Comments |
|---|---|---|
Sign-on bonuses and severance payments | None | Mr. Yann GÉRARDIN receives no sign-on bonus or severance payment. |
Supplementary defined-benefit pension plan | None | Mr. Yann GÉRARDIN does not benefit from any supplementary defined-benefit pension plan. |
Supplementary defined-contribution pension plan | 1,994 | This amount corresponds to the contributions paid in 2024 under the defined-contribution pension plan (article 83 of the French General Tax Code) set up for all employees of BNP Paribas (SA). |
Welfare benefit and healthcare plans | 4,368 | This amount corresponds to the contributions paid in 2024 under (i) the disability, invalidity and death and healthcare insurance offered to employees of BNP Paribas (SA) and (ii) the Garantie Vie Professionnelle Accidents system (death and disability insurance) covering all employees of BNP Paribas (SA). |
| Amounts | Comments |
|---|---|---|
Fixed compensation | 1,080,000 (paid) | The compensation paid to Mr. Thierry LABORDE is determined following the guidelines proposed by the Remuneration Committee and approved by the Board of directors. The last increase in the fixed compensation of Mr. Thierry LABORDE, effective from 1 January 2024, was decided by the Board of directors and approved by Annual General Meeting of 14 May 2024. |
Annual variable compensation(1) | 1,090,368 | The variable compensation of Mr. Thierry LABORDE evolves depending on criteria representative of the Group’s results as well as the results of the CPBS division and his managerial performance. It is expressed as a percentage of a target variable compensation corresponding to 100% of fixed compensation for the year. The quantitative criteria depend on the following performance indicators:
CSR criteria also condition 15% of the target variable compensation. They correspond to the multi-criteria assessment of the actions taken by the Group with respect to social, societal and environmental issues. The qualitative criteria represents 10% of the target variable compensation. After taking into account quantitative, CSR and qualitative criteria, the Board of directors set the annual variable compensation of Mr. Thierry LABORDE for 2024 at EUR 1,090,368;
The ratio between the annual fixed compensation and variable compensation, as required under the French Commercial Code, is 100.96%. |
Conditional long-term incentive plan (fully deferred for a period of five years) | 270,972 | The fair value of the LTIP awarded to Mr. Thierry LABORDE on 3 February 2025 with respect to 2024 amounts to EUR 270,962. The term of the LTIP is five years. The two conditions of the LTIP, one recognising an increase in the intrinsic value of the BNP Paribas share and the other recognising its potential outperformance relative to its peers, are assigned equal weighting in order to measure their effects separately. Payments under the LTIP may not exceed 137.5% of their award value. |
Compensation linked to the term of directorship | None | Mr. Thierry LABORDE does not receive any compensation for the directorships he holds in the Group’s companies. |
Extraordinary compensation | None |
|
Stock options awarded during the period | None |
|
Performance shares awarded during the year | None |
|
Benefits in kind | 6,708 | Mr. Thierry LABORDE has a company car. This amount also includes the employer contribution of EUR 1,360 paid by BNP Paribas (SA) for 2024 under the Executive Committee professional life insurance policy, offering an additional EUR 1.10 million in the event of death or total permanent disability. |
TOTAL | 2,448,048 |
|
| ||
(In euros) | Submission date to the AGM and resolution number | Amounts paid in 2024 |
|---|---|---|
Annual variable remuneration |
| 538,999 |
Including partial payment of the annual variable compensation in respect of 2023 | 14 May 2024 20th resolution | 180,504 |
Including partial payment of the annual variable compensation in respect of 2022 | 16 May 2023 17th resolution | 280,488 |
Including partial payment of the annual variable compensation in respect of 2021 | 17 May 2022 18th resolution | 78,007 |
Conditional long-term incentive plan | None | None |
| Amounts | Comments |
|---|---|---|
Sign-on bonuses and severance payments | None | Mr. Thierry LABORDE does not receive any sign-on bonus or severance payment. |
Supplementary defined-benefit pension plan | None | Mr. Thierry LABORDE does not benefit from any supplementary defined-benefit pension plan. |
Supplementary defined-contribution pension plan | 1,994 | This amount corresponds to the contributions paid in 2024 under the defined-contribution pension plan (article 83 of the French General Tax Code) set up for all employees of BNP Paribas (SA). |
Welfare benefit and healthcare plans | 4,368 | This amount corresponds to the contributions paid in 2024 under (i) the disability, invalidity and death and healthcare insurance plans offered to employees of BNP Paribas (SA) and (ii) the Garantie Vie Professionnelle Accidents system (death and disability insurance) covering all employees of BNP Paribas (SA). |
In accordance with the provisions of article L.22-10-9 of the French Commercial Code and the Afep guidelines on compensation multiples updated in February 2021, the level of compensation due or awarded to the Chairman of the Board of directors, the Chief Executive Officer and the Chief Operating Officers, with respect to the average compensation and the median compensation based on full-time equivalent employees of BNP Paribas (SA), as well as evolutions of this compensation, these ratios and the Company’s performance criteria, are shown below.
This information is provided over a five-year period.
The employees considered are those of BNP Paribas (SA) in France and its branches, continuously present over the year.
Compensation due or awarded to employees includes fixed compensation, variable compensation, commercial bonuses, loyalty plans, profit-sharing and incentive bonuses, as well as benefits in kind.
The compensation due or awarded to corporate officers includes fixed compensation, variable compensation, fair value of the long-term incentive plan, directors’ compensation, as well as benefits in kind, information already presented in chapter 2 of this document for 2023 and 2024.
All this compensation, due or awarded, is presented on a gross basis, excluding employer contributions.
The table below shows the compensation multiples and their evolutions for each corporate officer.
| Year | ||||
2020 | 2021 | 2022(1) | 2023(2) | 2024 | |
Performance of the Company |
|
|
|
|
|
Net pre-tax income (in millions of euros) | 9,822 | 13,637 | 13,214 | 11,725 | 16,188 |
Evolution between N/N-1 | -14% | 39% | 6% | -11% | 38% |
Operating income (in millions of euros) | 8,364 | 12,199 | 12,564 | 11,236 | 15,437 |
Evolution between N/N-1 | -17% | 46% | 13% | -11% | 37% |
Net earnings per share (in euros) | 5.31 | 7.26 | 7.80 | 8.58 | 9.57 |
Evolution between N/N-1 | -14% | 37% | 7% | 10% | 12% |
Compensation of employees |
|
|
|
|
|
Average compensation (in thousands of euros) | 88 | 93 | 96 | 99 | 101 |
Evolution between N/N-1 | 2% | 6% | 3% | 2% | 2% |
Median compensation (in thousands of euros) | 57 | 59 | 62 | 66 | 67 |
Evolution between N/N-1 | 2% | 4% | 5% | 5% | 3% |
Chairman of the Board of directors |
|
|
|
|
|
Compensation of the Chairman of the Board of directors | 1,013 | 1,020 | 1,018 | 1,020 | 1,033 |
Evolution between N/N-1 | 0% | 1% | 0% | 0% | 1% |
Average compensation of employees ratio | 12 | 11 | 11 | 10 | 10 |
Evolution between N/N-1 | -2% | -5% | -3% | -2% | -1% |
Median compensation of employees ratio | 18 | 17 | 16 | 16 | 15 |
Evolution between N/N-1 | -2% | -3% | -5% | -5% | -1% |
Chief Executive Officer |
|
|
|
|
|
Compensation of the Chief Executive Officer (in thousands of euros) | 3,756 | 4,110 | 4,604 | 4,402 | 4,325 |
Evolution between N/N-1 | -3% | 9% | 12% | -4% | -2% |
Average compensation of employees ratio | 43 | 44 | 48 | 45 | 43 |
Evolution between N/N-1 | -5% | 3% | 8% | -7% | -4% |
Median compensation of employees ratio | 66 | 69 | 74 | 67 | 64 |
Evolution between N/N-1 | -5% | 6% | 7% | -9% | -4% |
Yann Gérardin, Chief Operating Officer(3) |
|
|
|
|
|
Compensation of the Chief Operating Officer (in thousands of euros) |
| 3,924 | 3,722 | 3,527 | 4,164 |
Evolution between N/N-1 |
|
| -5% | -5% | 18% |
Average compensation of employees ratio |
| 42 | 39 | 36 | 41 |
Evolution between N/N-1 |
|
| -8% | -7% | 15% |
Median compensation of employees ratio |
| 66 | 60 | 54 | 62 |
Evolution between N/N-1 |
|
| -10% | -10% | 15% |
Thierry Laborde, Chief Operating Officer(3) |
|
|
|
|
|
Compensation of the Chief Operating Officer (in thousands of euros) |
| 2,323 | 2,251 | 2,107 | 2,448 |
Evolution between N/N-1 |
|
| -3% | -6% | 16% |
Average compensation of employees ratio |
| 25 | 23 | 21 | 24 |
Evolution between N/N-1 |
|
| -6% | -9% | 14% |
Median compensation of employees ratio |
| 39 | 36 | 32 | 36 |
Evolution between N/N-1 |
|
| -8% | -11% | 13% |
| |||||
The provisions of the second paragraph of article L.225-45 of the French Commercial Code do not need to be applied in 2024.
The components below, relating to the compensation of corporate officers, reiterate some information already presented in this chapter.
(In euros) | Jean-Laurent Bonnafé | Yann Gérardin | Thierry Laborde | |||
2023 | 2024 | 2023 | 2024 | 2023 | 2024 | |
Fixed compensation amount | 1,843,000 | 1,843,000 | 1,500,000 | 1,800,000 | 900,000 | 1,080,000 |
Annual variable compensation awarded | 1,877,648 | 1,936,624 | 1,529,100 | 1,910,700 | 902,520 | 1,090,368 |
Sub-total | 3,720,648 | 3,779,624 | 3,029,100 | 3,710,700 | 1,802,520 | 2,170,368 |
LTIP amount (fair value)(1) | 610,217 | 462,409 | 496,650 | 451,620 | 297,990 | 270,972 |
Total | 4,330,865 | 4,242,033 | 3,525,750 | 4,162,320 | 2,100,510 | 2,441,340 |
| ||||||
The Board of directors has decided that the minimum number of shares that Messrs Jean Lemierre, Jean-Laurent Bonnafé, Yann Gérardin and Thierry Laborde shall be required to hold for the duration of their terms of office shall be 10,000, 80,000, 30,000 and 20,000 shares respectively. The four interested parties have complied with this obligation, through the direct ownership of shares or units in the Company Savings Plan fully invested in BNP Paribas shares.
The table after shows the gross compensation awarded in respect of the year, including compensation linked to a term of directorship and benefits in kind, for each corporate officer.
(In euros) | 2023 | 2024 | |
Awarded amounts | Awarded amounts | ||
Jean Lemierre Chairman of the Board | Fixed compensation | 950,000 | 950,000 |
Annual variable compensation | None | None | |
Conditional long-term incentive plan | None | None | |
Value of stock options awarded during the year | None | None | |
Value of performance shares awarded during the year | None | None | |
Sub-total | 950,000 | 950,000 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | 64,758 | 76,777 | |
Benefits in kind(1) | 5,023 | 5,951 | |
Total | 1,019,781 | 1,032,728 | |
Jean-Laurent Bonnafé Chief Executive Officer | Fixed compensation | 1,843,000 | 1,843,000 |
Annual variable compensation | 1,877,648 | 1,936,624 | |
Conditional long-term incentive plan(2) | 610,217 | 462,409 | |
Value of stock options awarded during the year | None | None | |
Value of performance shares awarded during the year | None | None | |
Sub-total | 4,330,865 | 4,242,033 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | 64,758 | 76,777 | |
Benefits in kind(1) | 6,267 | 6,267 | |
Total | 4,401,890 | 4,325,077 | |
Yann Gérardin Chief Operating Officer | Fixed compensation | 1,500,000 | 1,800,000 |
Annual variable compensation | 1,529,100 | 1,910,700 | |
Conditional long-term incentive plan(2) | 496,650 | 451,620 | |
Value of stock options awarded during the year | None | None | |
Value of performance shares awarded during the year | None | None | |
Sub-total | 3,525,750 | 4,162,320 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 1,360 | 1,360 | |
Total | 3,527,110 | 4,163,680 | |
Thierry Laborde Chief Operating Officer | Fixed compensation | 900,000 | 1,080,000 |
Annual variable compensation | 902,520 | 1,090,368 | |
Conditional long-term incentive plan(2) | 297,990 | 270,972 | |
Value of stock options awarded during the year | None | None | |
Value of performance shares awarded during the year | None | None | |
Sub-total | 2,100,510 | 2,441,340 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 6,708 | 6,708 | |
Total | 2,107,218 | 2,448,048 | |
| |||
The tables below show the gross compensation paid in 2024, including compensation linked to directorships and benefits in kind, for each corporate officer.
(In euros) | 2023 | 2024 | |
|---|---|---|---|
Paid amounts | Paid amounts | ||
Jean Lemierre Chairman of the Board of directors | Fixed compensation | 950,000 | 950,000 |
Annual variable compensation | None | None | |
Conditional long-term incentive plan | None | None | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | 64,758 | 76,777 | |
Benefits in kind(1) | 5,023 | 5,951 | |
Total | 1,019,781 | 1,032,728 | |
Jean-Laurent Bonnafé Chief Executive Officer | Fixed compensation | 1,843,000 | 1,843,000 |
Annual variable compensation | 1,775,057 | 1,913,825 | |
of which annual variable compensation in respect of 2023 | None | 375,530 | |
of which annual variable compensation in respect of 2022 | 386,293 | 556,739 | |
of which annual variable compensation in respect of 2021 | 461,683 | 221,671 | |
of which annual variable compensation in respect of 2020 | 198,511 | 206,502 | |
of which annual variable compensation in respect of 2019 | 223,218 | 232,430 | |
of which annual variable compensation in respect of 2018 | 214,434 | 223,626 | |
of which annual variable compensation in respect of 2017 | 185,320 | 97,327 | |
of which annual variable compensation in respect of 2016 | 105,598 | None | |
Conditional long-term incentive plan | 781,000(2) | 1,405,800(2) | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | 64,758 | 76,777 | |
Benefits in kind(1) | 6,267 | 6,267 | |
Total | 4,470,082 | 5,245,669 | |
Yann Gérardin Chief Operating Officer | Fixed compensation | 1,500,000 | 1,800,000 |
Annual variable compensation | 601,354 | 902,482 | |
of which annual variable compensation in respect of 2023 | None | 305,820 | |
of which annual variable compensation in respect of 2022 | 320,400 | 461,781 | |
of which annual variable compensation in respect of 2021 | 280,954 | 134,881 | |
Conditional long-term incentive plan | None | None | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 1,360 | 1,360 | |
Total | 2,102,714 | 2,703,842 | |
| |||
Thierry Laborde Chief Operating Officer | Fixed compensation | 900,000 | 1,080,000 |
Annual variable compensation | 357,137 | 538,999 | |
of which annual variable compensation in respect of 2023 | None | 180,504 | |
of which annual variable compensation in respect of 2022 | 194,616 | 280,488 | |
of which annual variable compensation in respect of 2021 | 162,521 | 78,007 | |
Conditional long-term incentive plan | None | None | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 6,708 | 6,708 | |
Total | 1,263,845 | 1,625,707 | |
The average tax and social contribution rate on this compensation is 33.5% in 2024 (compared to 34% for 2023).
| |||
(In euros) | 2023 | 2024 | |
|---|---|---|---|
Paid amounts | Paid amounts | ||
Yann Gérardin Chief Operating Officer | Fixed compensation | None | None |
Annual variable compensation(1) | 1,208,802 | 930,044 | |
of which annual variable compensation in respect of 2021 | 103,350 | 107,175 | |
of which annual variable compensation in respect of 2020 | 242,426 | 251,882 | |
of which annual variable compensation in respect of 2019 | 234,332 | 243,701 | |
of which annual variable compensation in respect of 2018 | 314,114 | 327,286 | |
of which annual variable compensation in respect of 2017 | 314,580 | None | |
Long-term compensation | 319,200 | 473,536 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind | None | None | |
Total | 1,528,002 | 1,403,580 | |
| |||
Thierry Laborde Chief Operating Officer | Fixed compensation | None | None |
Annual variable compensation(1) | 212,074 | 196,186 | |
of which annual variable compensation in respect of 2021 | 35,751 | 37,074 | |
of which annual variable compensation in respect of 2020 | 62,052 | 64,471 | |
of which annual variable compensation in respect of 2019 | 46,704 | 48,571 | |
of which annual variable compensation in respect of 2018 | 44,233 | 46,070 | |
of which annual variable compensation in respect of 2017 | 23,334 | None | |
Long-term compensation | 446,880 | 473,536 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind | None | None | |
Total | 658,954 | 669,722 | |
| |||
No stock subscription or purchase options were awarded during the year to the corporate officers by the Company or by any other Group company.
No stock subscription or purchase options were exercised during the year by the corporate officers.
No performance share was awarded during the year to corporate officers by the Company or any company in the Group.
No performance share became available during the year for the corporate officers.
None.
None.
Valuation at award date | Reminder LTIP with respect to 2023 | LTIP with respect to 2024 |
|---|---|---|
Award date of the plan | 31/01/2024 | 03/02/2025 |
Opening price of BNP Paribas share | EUR 62.45 | EUR 64.18 |
Opening level of the EURO STOXX Banks index | 121.66 | 159.54 |
Zero-coupon rate | Euribor | Euribor |
Volatility of the BNP Paribas share | 23.42% | 22.98% |
Volatility of the EURO STOXX Banks index | 21.66% | 21.16% |
Correlation between the BNP Paribas share and the EURO STOXX Banks index | 93.00% | 89.04% |
Financial model used | Monte-Carlo | Monte-Carlo |
Fair value of the plan at award date(1) | 33.11% | 25.09% |
| ||
| Initial value of the share at award date(2) | Fair value at award date(3) | Valuation at closing date 31/12/2023 | Valuation at closing date 31/12/2024 |
|---|---|---|---|---|
Closing price of BNP Paribas share |
|
| EUR 62.59 | EUR 59.22 |
Closing level of the EURO STOXX Banks index |
|
| 118.38 | 146.04 |
Zero-coupon rate |
|
| Euribor | Euribor |
Volatility of the BNP Paribas share |
|
| 23.77% | 22.96% |
Volatility of the EURO STOXX Banks index |
|
| 22.32% | 21.32% |
Correlation between the BNP Paribas share and the EURO STOXX |
|
| 93.31% | 89.09% |
Financial model used |
|
| Monte-Carlo | Monte-Carlo |
Fair value of the plan awarded on 4 February 2020 | EUR 45.27 | 39.56% | 88.25% | 64.82% |
Fair value of the plan awarded on 4 February 2021 | EUR 36.83 | 41.59% | 72.78% | 67.79% |
Fair value of the plan awarded on 7 February 2022 | EUR 55.13 | 43.58% | 34.85% | 19.49% |
Fair value of the plan awarded on 6 February 2023 | EUR 50.98 | 41.22% | 41.32% | 26.91% |
Fair value of the plan awarded on 31 January 2024 | EUR 58.79 | 33.11% |
| 19.18% |
| ||||
Award date of the plan | 04/02/2020 | 04/02/2021 | 07/02/2022 | 06/02/2023 | 31/01/2024 | 03/02/2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Maturity date | 04/02/2025 | 04/02/2026 | 07/02/2027 | 06/02/2028 | 31/01/2029 | 03/02/2030 | |||||
Valuation(1) | At award date | At 31/12/2024 | At award date | At 31/12/2024 | At award date | At 31/12/2024 | At award date | At 31/12/2024 | At award date | At 31/12/2024 | At award date |
Jean Lemierre | - | - | - | - | - | - | - | - | - | - | - |
Jean-Laurent Bonnafé | 617,927 | 1,012,432 | 649,636 | 1,058,803 | 680,720 | 304,499 | 759,685 | 496,024 | 610,217 | 353,427 | 462,409 |
Yann Gérardin | - | - | - | - | 404,169 | 180,793 | 618,300 | 403,709 | 496,650 | 287,651 | 451,620 |
Thierry Laborde | - | - | - | - | 242,502 | 108,476 | 370,980 | 242,226 | 297,990 | 172,591 | 270,972 |
Total | 617,927 | 1,012,432 | 649,636 | 1,058,803 | 1,327,391 | 593,767 | 1,748,965 | 1,141,959 | 1,404,857 | 813,669 | 1,185,001 |
| |||||||||||
Corporate officers in 2024 | Employment contract | Supplementary pension plan | Payments or benefits due or likely to become due upon termination or change in functions | Non-compete indemnity | ||||
Yes | No | Yes | No | Yes | No | Yes | No | |
Jean Lemierre Chairman of the Board of directors |
| ✓(1) | ✓(2) |
|
| ✓ |
| ✓ |
Jean-Laurent Bonnafé Chief Executive Officer |
| ✓(3) | ✓(2) |
|
| ✓ | ✓(4) |
|
Yann Gérardin Chief Operating Officer | ✓(5) |
| ✓(2) |
|
| ✓ |
| ✓ |
Thierry Laborde Chief Operating Officer | ✓(5) |
| ✓(2) |
|
| ✓ |
| ✓ |
| ||||||||
The following table lists the transactions indicated in article L.621-18-2 of the French Monetary and Financial Code on the Company’s securities, covered by articles 223-22 A to 223-26 of the General regulation of the AMF, carried out in 2024 by the directors and corporate officers and which must be disclosed pursuant to the AMF regulations.
First name and surname Quality | Transactions carried out | Type of financial instrument | Nature of the transaction | Number of transactions | Amount of transactions (in euros) |
|---|---|---|---|---|---|
Jean-Laurent Bonnafé Chief Executive Officer | On a personal basis | BNP Paribas shares | Purchase | 1 | 138,948 |
Yann Gérardin Chief Operating Officer | On a personal basis | BNP Paribas shares | Purchase | 1 | 141,391 |
Thierry Laborde Chief Operating Officer | On a personal basis | BNP Paribas shares | Purchase | 2 | 12,296 |
Jean Lemierre Chairman | On a personal basis | BNP Paribas shares | Purchase | 3 | 353,931 |
Marie-Christine LOMBARD Director | On a personal basis | BNP Paribas shares | Purchase | 1 | 64,460 |
Annemarie STRAATHOF Director | On a personal basis | BNP Paribas shares | Purchase | 2 | 65,455 |
The Company did not grant any instruments to employees who are not directors or corporate officers in 2024.
No instruments were transferred or exercised in 2024 for the benefit of employees who are not directors or corporate officers.
The following delegations to increase or reduce the share capital have been granted to the Board of directors under resolutions approved by Shareholders’ Annual General Meetings and were valid during 2024:
Resolutions adopted at Shareholders’ General Meetings | Use of authorisation in 2024 | |
|---|---|---|
Shareholders’ Combined General Meeting of 17 May 2022 (21st resolution) | Capital increase, with preferential subscription rights maintained, through the issue of ordinary shares and securities (valeurs mobilières) giving access immediately or in the future to shares to be issued. The nominal amount of capital increases that may be carried out, immediately and/or in the future, by virtue of this delegation, may not exceed EUR 985 million (i.e. 492,500,000 shares). This authorisation was granted for a period of 26 months and replaces that granted by the 19th resolution of the Shareholders’ Combined General Meeting of 19 May 2020. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 17 May 2022 (22nd resolution) | Capital increase, without preferential subscription rights, by issue of ordinary shares and securities (valeurs mobilières) giving access immediately or in the future to shares to be issued. The nominal amount of capital increases that may be carried out, immediately and/or in the future, by virtue of this authorisation, may not exceed EUR 240 million (i.e. 120 million shares). This authorisation was granted for a period of 26 months and replaces that granted by the 20th resolution of the Shareholders’ Combined General Meeting of 19 May 2020. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 17 May 2022 (23rd resolution) | Capital increase, with cancellation of preferential subscription rights, through the issue of ordinary shares and securities (valeurs mobilières) giving access, immediately or in the future, to shares to be issued intended to remunerate contributions of securities up to a limit of 10% of the share capital. The nominal amount of capital increases that may be carried out in one or more times by virtue of this authorisation, may not exceed 10% of the share capital of BNP Paribas as at the date of the decision of the Board of directors. This delegation was given for a period of 26 months and replaces that granted by the 21st resolution of the Shareholders’ Combined General Meeting of 19 May 2020. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 17 May 2022 (24th resolution) | Overall limit on authorisations to issue shares with cancellation or without preferential subscription rights for existing shareholders. The maximum nominal amount of capital increases with cancellation or without preferential subscription rights for existing shareholders carried out immediately and/or in the future may not exceed EUR 240 million as part of authorisations by virtue of the 22nd and 23rd resolutions of the Shareholders’ Combined General Meeting of 17 May 2022. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 17 May 2022 (25th resolution) | Capital increase by capitalising reserves, retained earnings, additional paid-in capital or contribution premium. Authorisation was given to increase the share capital up to a maximum amount of EUR 985 million in one or more times, by capitalising all or part of the reserves, profits or additional paid-in capital, merger or contribution premiums, successively or simultaneously, through the issuance and award of free shares, through an increase in the par value of existing shares, or through a combination of these two methods. This authorisation was granted for a period of 26 months and replaces that granted by the 23rd resolution of the Shareholders’ Combined General Meeting of 19 May 2020. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 17 May 2022 (26th resolution) | Overall limit on authorisations to issue shares with, with cancellation or without preferential subscription rights for existing shareholders The maximum nominal amount of capital increases with, with cancellation or without preferential subscription rights for existing shareholders carried out immediately and/or in the future may not exceed EUR 985 million as part of authorisations by virtue of the 21st to 23rd resolutions of the Shareholders’ Combined General Meeting of 17 May 2022. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 17 May 2022 (27th resolution) | Authorisation granted to the Board of directors to carry out transactions reserved for members of the BNP Paribas Group Company Savings Plan, with cancellation of preferential subscription rights, which may take the form of capital increases and/or disposals of reserved titles. Authorisation was given to increase the share capital within the limit of a maximum nominal amount of EUR 46 million in one or more times by issuing ordinary shares (with cancellation of preferential subscription rights for existing shareholders), reserved for members of the BNP Paribas Group’s Company Savings Plan, or by selling of shares. This authorisation was granted for a period of 26 months and replaces that granted by the 25th resolution of the Shareholders’ Combined General Meeting of 19 May 2020. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 16 May 2023 (5th resolution) | Authorisation given to the Board of directors to set up a share buyback programme by the Company up to a maximum of 10% of the shares comprising the share capital. Said acquisitions of shares, at a price not exceeding EUR 89 per share (previously EUR 88), would be intended to fulfil several objectives:
This authorisation was granted for a period of 18 months and replaces that granted by the 5th resolution of the Shareholders’ Combined General Meeting of 17 May 2022. | As part of the share buyback programme authorised by the Board of directors on 31 January 2024, 16,666,738 shares were repurchased from 4 March 2024 to 23 April 2024, by virtue of this delegation, representing 1.45% of the share capital |
Shareholders’ Combined General Meeting of 16 May 2023 (19th resolution) | In the context of an offer referred to in article L.411-2 1° of the French Monetary and Financial Code, authorisation granted to the Board of directors to increase the share capital with cancellation of preferential subscription rights, through the issue of super subordinated convertible contingent bonds that would be converted into ordinary shares of BNP Paribas to be issued, up to a limit of 10% of the share capital, only in the event that the Common Equity Tier One ratio (“CET1”) becomes equal to or falls below a threshold of 5.125%. The Board of directors is authorised to increase the share capital in one or more times, with cancellation of preferential subscription rights, by offering securities to a restricted circle of investors and/or qualified investors, as part of issues of super‑subordinated bonds convertible into ordinary shares of BNP Paribas in the event that the Group’s Common Equity Tier One (CET 1) ratio becomes equal to or falls below the threshold of 5.125% or any other threshold allowing classification as additional Tier 1 capital instruments (the “AT1 Bonds”). These AT1 Bonds will be denominated in USD, it being recalled that the ordinary shares are denominated in euros. The maximum nominal amount of capital increases that may be carried out, in one or more times, by virtue of this delegation, is set at EUR 240 million, and may not exceed 10% of the share capital of BNP Paribas per year as at the date of the issue decision. This delegation was granted for a period of 14 months. | Pursuant to the authorisation to the Board of directors of 16 May 2023, issue on 14 February 2024 of AT1 Bonds (super‑subordinated convertible contingent bonds) for a nominal amount of USD 1.5 billion, which may give rise in the event of conversion to a capital increase equal to a maximum of EUR 73,342,200, subject to any adjustments |
Shareholders’ Combined General Meeting of 16 May 2023 (20th resolution) | Authorisation granted to the Board of directors to carry out transactions reserved for members of the BNP Paribas Group Company Savings Plan, with cancellation of preferential subscription rights, which may take the form of capital increases and/or disposals of reserved titles. Authorisation is given to increase, in one or more times, the share capital by a maximum nominal amount of EUR 46 million, through the issue of ordinary shares or securities (valeurs mobilières) governed by article L.228-92 paragraph 1 of the French Commercial Code giving access to the share capital of BNP Paribas reserved for members of the BNP Paribas Group Company Savings Plan or by disposal of shares. This authorisation was granted for a period of 26 months and replaces that granted by the 27th resolution of the Shareholders’ Combined General Meeting of 17 May 2022. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 16 May 2023 (21st resolution) | Authorisation granted to the Board of directors to reduce the share capital by cancelling shares. Authorisation is given to cancel, in one or more times, through reduction of the share capital, all or some of the shares that BNP Paribas holds and that it could hold, up to a maximum of 10% of the total number of shares constituting the share capital existing as at the date of the transaction, for a period of 24 months. Delegation of all powers to carry out this reduction in share capital, and allocate the difference between the purchase price of the cancelled shares and their nominal value to share premium and retained earnings, including the legal reserve up to 10% of the share capital cancelled. This authorisation was granted for a period of 18 months and replaces that granted by the 28th resolution of the Shareholders’ Combined General Meeting of 17 May 2022. | Cancellation of 16,666,738 shares with a par value of EUR 2 on 6 May 2024 representing 1.45% of the share capital |
Shareholders’ Combined General Meeting of 14 May 2024 (5th resolution) | Authorisation given to the Board of directors to set up a share buyback programme by the Company up to a maximum of 10% of the shares comprising the share capital. Said acquisitions of shares, at a price not exceeding EUR 96 per share (previously EUR 89), would be intended to fulfil several objectives:
This authorisation was granted for a period of 18 months and replaces that granted by the 5th resolution of the Shareholders’ Combined General Meeting of 16 May 2023. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (24th resolution) | Capital increase, with preferential subscription rights maintained, through the issue of ordinary shares and securities (valeurs mobilières) giving access immediately or in the future to shares to be issued. The nominal amount of capital increases that may be carried out, immediately and/or in the future, by virtue of this authorisation, may not exceed EUR 915 million (i.e. 457,500,000 shares). This authorisation was granted for a period of 26 months and replaces that granted by the 21st resolution of the Shareholders’ Combined General Meeting of 17 May 2022. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (25th resolution) | Capital increase, without preferential subscription rights, by issue of ordinary shares and securities (valeurs mobilières) giving access immediately or in the future to shares to be issued. The nominal amount of capital increases that may be carried out, immediately and/or in the future, by virtue of this authorisation, may not exceed EUR 225 million (i.e. 112,500,000 shares). This authorisation was granted for a period of 26 months and replaces that granted by the 22nd resolution of the Shareholders’ Combined General Meeting of 17 May 2022. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (26th resolution) | Capital increase, with cancellation of preferential subscription rights, through the issue of ordinary shares and securities (valeurs mobilières) giving access, immediately or in the future, to shares to be issued intended to remunerate contributions of securities up to a limit of 10% of the share capital. The nominal amount of capital increases that may be carried out in one or more times by virtue of this authorisation, may not exceed 10% of the share capital of BNP Paribas as at the date of the decision of the Board of directors. This delegation was granted for a period of 26 months and replaces that granted by the 23rd resolution of the Shareholders’ Combined General Meeting of 17 May 2022. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (27th resolution) | Overall limit on authorisations to issue shares with cancellation or without preferential subscription rights for existing shareholders. The maximum nominal amount of capital increases with cancellation or without preferential subscription rights for existing shareholders carried out immediately and/or in the future may not exceed EUR 225 million as part of authorisations by virtue of the 25th and 26th resolutions of the Shareholders’ Combined General Meeting of 14 May 2024. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (28th resolution) | Capital increase by capitalising reserves, retained earnings, additional paid-in capital or contribution premium. Authorisation was given to increase the share capital up to a maximum amount of EUR 915 million in one or more times, by capitalising all or part of the reserves, profits or additional paid-in capital, merger or contribution premiums, successively or simultaneously, through the issuance and award of free shares, through an increase in the par value of existing shares, or through a combination of these two methods. This authorisation was granted for a period of 26 months and replaces that granted by the 25th resolution of the Shareholders’ Combined General Meeting of 17 May 2022. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (29th resolution) | Overall limit on authorisations to issue shares with, with cancellation or without preferential subscription rights for existing shareholders The maximum nominal amount of capital increases with, with cancellation or without preferential subscription rights for existing shareholders carried out immediately and/or in the future may not exceed EUR 915 million as part of authorisations by virtue of the 24th to 26th resolutions of the Shareholders’ Combined General Meeting of 14 May 2024. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (30th resolution) | Authorisation granted to the Board of directors to carry out transactions reserved for members of the BNP Paribas Group Company Savings Plan, with cancellation of preferential subscription rights, which may take the form of capital increases and/or disposals of reserved titles. Authorisation is given to increase, in one or more times, the share capital by a maximum nominal amount of EUR 45 million, through the issue of ordinary shares or share equivalents (valeurs mobilières) governed by article L.228-92 paragraph 1 of the French Commercial Code giving access to the share capital of BNP Paribas reserved for members of the BNP Paribas Group Company Savings Plan or by disposal of shares. This authorisation was granted for a period of 26 months and replaces that granted by the 20th resolution of the Shareholders’ Combined General Meeting of 16 May 2023. | This resolution was not used during the period |
Shareholders’ Combined General Meeting of 14 May 2024 (31st resolution) | In the context of an offer referred to in article L.411-2 1° of the French Monetary and Financial Code, authorisation granted to the Board of directors to increase the share capital with cancellation of preferential subscription rights, through the issue of super‑subordinated convertible contingent bonds that would be converted into ordinary shares of BNP Paribas to be issued, up to a limit of 10% of the share capital, only in the event that the Common Equity Tier One ratio (“CET1”) becomes equal to or falls below a threshold of 5.125%. The Board of directors is authorised to increase the share capital in one or more times, with cancellation of preferential subscription rights, by offering securities to a restricted circle of investors and/or qualified investors, as part of issues of super‑subordinated bonds convertible into ordinary shares of BNP Paribas in the event that the Group’s Common Equity Tier One (CET 1) ratio becomes equal to or falls below the threshold of 5.125% or any other threshold allowing classification as additional Tier 1 capital instruments (the “AT1 Bonds”). These AT1 Bonds will be denominated in USD, it being recalled that the ordinary shares are denominated in euros. The maximum nominal amount of capital increases that may be carried out, in one or more times, by virtue of this delegation, is set at EUR 225 million, and may not exceed 10% of the share capital of BNP Paribas per year as at the date of the issue decision. This delegation was granted for a period of 14 months and cancels, for the unused amount, any previous delegation with the same purpose. | Pursuant to the authorisation to the Board of directors of 14 May 2024, issue on 3 September 2024 of AT1 Bonds (super subordinated convertible contingent bonds) for a nominal amount of USD 1 billion, which may give rise in the event of conversion to a capital increase equal to a maximum of EUR 41,542,800, subject to any adjustments |
Shareholders’ Combined General Meeting of 14 May 2024 (32nd resolution) | Authorisation granted to the Board of directors to reduce the share capital by cancelling shares. Authorisation is given to cancel, in one or more times, through reduction of the share capital, all or some of the shares that BNP Paribas holds and that it could hold, up to a maximum of 10% of the total number of shares constituting the share capital existing as at the date of the transaction, for a period of 24 months. Delegation of all powers to carry out this reduction in share capital, and allocate the difference between the purchase price of the cancelled shares and their nominal value to share premium and retained earnings, including the legal reserve up to 10% of the share capital cancelled. This authorisation was granted for a period of 18 months and replaces that granted by the 21st resolution of the Shareholders’ Combined General Meeting of 16 May 2023. | This resolution was not used during the period |
Among the items referred to in article L.22-10-11 of the French Commercial Code, there is no item likely to have an impact in the event of a public tender or exchange offer.
The comments required by article L.22-10-71 of the French Commercial Code are covered in the Statutory Auditor’s report on the parent company financial statements (chapter 6.5).
At 31 December 2024, the BNP Paribas Executive Committee had the following members:
The BNP Paribas Executive Committee has had a permanent Secretariat since November 2007.
The following information relating to internal control was submitted to the Group’s Executive Management. The Chief Executive Officer, as executive director, is responsible for the organisation and procedures of internal control and for all information required by French law regarding the internal control report. This document is based on the information provided by the Compliance, RISK, Finance & Strategy, LEGAL and Inspection Générale Functions. It has been approved by the Board of directors.
The principles and procedures for the internal control of banking activities in France and abroad are at the heart of banking and financial regulations and are subject to numerous legislative and regulatory provisions.
The main text applicable to BNP Paribas is the ministerial Order of 3 November 2014 on the internal control of companies in the banking, payment services and investment services sector subject to the control of the ACPR. This text defines the conditions for implementing and overseeing internal control in credit institutions and investment firms, in accordance with the European CRD 4 directive. In particular, it specifies the principles relating to internal transaction control systems and procedures, organisation of accounting and information processing, risk and result measurement systems, risk monitoring and control systems, and the information and documentation system for internal control. Article 258 of this Order provides for the drafting for the Board of directors of an annual regulatory report on the conditions under which internal control is implemented.
This Order requires BNP Paribas to have an internal control system (hereinafter internal control) comprising specific departments and persons responsible for permanent control (including the Compliance and RISK Functions) and periodic control. This system must also take into account, as appropriate, the General regulation of the AMF, the regulations applicable to foreign branches and subsidiaries and to specialised activities such as portfolio management and insurance, and the recommendations of leading international bodies dealing with issues related to the prudential regulation of international banks, first and foremost the Basel Committee, the Financial Stability Board, the European Authorities, the European Securities and Markets Authority, the European Central Bank and the French Autorité de contrôle prudentiel et de résolution.
The BNP Paribas Group’s Executive Management has implemented an internal control system whose main purpose is to ensure overall control of the risks and to provide reasonable assurance that the Company’s objectives in this respect are achieved.
The BNP Paribas Internal Control Charter specifies the framework of this system and constitutes BNP Paribas’ basic internal control framework. Widely distributed within the Group and accessible to all its employees, this charter firstly recalls the objectives of internal control, which aims to ensure:
Its implementation requires, in particular, that a high-level culture of risk and ethics be promoted to all employees and in BNP Paribas’ relations with third parties, clients, intermediaries or suppliers as well as its shareholders.
The charter then sets out the rules governing the organisation responsibility and scope of operations of the various internal control entities and establishes the principle according to which the control functions (Compliance, LEGAL, RISK and Inspection Générale in particular) execute these controls independently.
The BNP Paribas Group’s internal control is overarching:
BNP Paribas’ internal control system is based on its values and the Code of conduct as well as the following additional principles of action:
Compliance with these principles is verified on a regular basis, in particular through assignments carried out by the periodic control teams (Inspection Générale).
BNP Paribas Group’s internal control system is organised around three lines of defence, under the responsibility of the Executive Officers and under the oversight of the Board of directors.
Permanent control is the ongoing implementation of the risk management system and is provided by the first two lines of defence. Periodic control, provided by the third line of defence, has an audit and assessment function that is performed according to its own audit cycle.
The functions exercising the second and the third lines of defence are so-called functions exercising independent control. They report directly to the Executive Officers and with respect to Compliance, LEGAL, RISK and Inspection Générale, they report on the performance of their duties to the Board of directors.
The Heads of these functions may be directly heard by the Board of directors or any of its specialised committees, possibly without the presence of Executive Officers, or at their request.
Finance & Strategy is a non-integrated function that exercises a second-level control. The Standards & Controls Department, within it, is responsible for defining and implementing the risk management system related to accounting and financial information.
RISK, Compliance and Finance & Strategy share responsibility for the second line of defence in terms of tax risk with the support of the Tax function, which acts as an expert on tax-related issues.
The appointment of the Heads of the Compliance, Finance & Strategy and RISK Functions falls within the framework defined by the European Banking Authority.
Permanent control can be outlined as follows:
The organisation of the Board of directors and its specialised committees is defined through its Internal Rules. The Heads of Inspection Générale and the integrated functions exercising second-level control have the right to be heard, possibly without the presence of Executive Officers, by the Board of directors or one of its specialised committees.
Finally, among the specialised committees, the Internal Control, Risk Management and Compliance Committee (CCIRC) is essential in the Group’s internal control system. Indeed, it assumes the following responsibilities:
At the consolidated level, the Group Supervisory & Control Committee – GSCC coordinates internal control, and is responsible, in particular, for ensuring consistency and coordination in the internal control system. Chaired by the Chief Executive Officer, it brings together the Chief Operating Officers, the Deputy Chief Operating Officers and the Heads of control functions.
In those entities and territories that are significant for the Group, their Executive Officers are responsible for arranging this coordination, generally within the framework of the Internal Control Committees.
The procedures are one of the key elements of the permanent control system alongside the identification and assessment of risks, controls, reporting and monitoring of the control system.
Written guidelines are distributed throughout the Group and provide the organisation and procedures to be applied as well as the controls to be performed. These procedures constitute the basic framework for internal control. The RISK Function regularly monitors procedure guidelines. The Group’s cross-functional procedures framework is regularly updated with contributions from all divisions and functions. Regarding the control framework, investigations into the status of the system are included in the report on permanent control.
Among the Group’s cross-functional procedures, applicable in all entities, risk control is critically important in, for example:
The processes from these procedural frameworks rely primarily on committees (Exceptional Transactions Committees, New Business Activities and Products Committees, Credit Committees, etc.) mainly covering both operational and related functions such as IT and Operations, as well as the control functions (RISK, Compliance, Finance & Strategy and LEGAL Functions), which take a “second-look” on transactions. In the event of a dispute, they are submitted to a higher level of the organisation. At the highest level of the Group, there are committees (Credit, Market Risk, Risk Policy Committees, etc.) chaired by members of Executive Management.
Compliance is a globally integrated function: all compliance managers in the operating divisions, business lines, regions, territories and their teams report to it hierarchically, which guarantees their independence. Its organisation brings together proximity teams aligned with the structure of the Group’s operating divisions, business lines and entities, as well as central areas of expertise.
Compliance contributes to the three components of the Group’s GTS 2025 strategic plan:
The Compliance workforce stood at 3,713 full-time equivalents (FTE) at the end of December 2024.
The regulatory frameworks relating to Financial security continued to be strengthened in 2024.
The Group’s remediation plan for compliance with international financial sanctions has been approved by the French and U.S. authorities and is now closed.
In addition, the U.S. and European sanctions programmes have changed significantly with a new range of restrictive measures concerning Russia. The risk of circumvention of the sanctions programmes calls for great vigilance and an enhanced monitoring has been put in place.
The system for anti-money laundering and combating the financing of terrorism has been enriched with new detection scenarios enabling better monitoring of the flows most exposed to the financing of terrorism. Other actions are being rolled out to deepen our knowledge of our customers when they enter into a relationship with the Bank and throughout this relationship.
In a more demanding regulatory context and with the emergence of new payment processes, new platforms for screening clients and filtering transactions are being designed.
As part of a continuous improvement approach, the system for preventing and detecting corruption and influence peddling is being strengthened in its various components with regard to risk assessment.
The due diligence measures on the knowledge of customers, intermediaries, suppliers and other third parties have been supplemented in order to improve the assessment of the risk of corruption. Procurement procedures have been revised.
The automation of the detection of negative information on third parties is being implemented.
In 2024, the complaints classification and processing systems were standardised across the Group’s various business lines. With regard to sustainable finance, the business lines have incorporated the latest regulatory changes into their systems, in particular by taking into account customer sustainability preferences when issuing advice, as well as defining and regularly reviewing product sustainability characteristics.
In addition, the business lines are continuing the work undertaken to strengthen the systems for monitoring value for money for retail customers.
The system for overseeing employees' personal account dealing, private and professional mandates and gifts & invitations continues to be strengthened with the update of the procedural body and the deployment of a shared IT tool allowing homogeneous risk management throughout the Group.
The whistleblowing system is now based on a single tool that enables alerts to be collected on a secure external exchange platform and processed by referent employees, responsible for processing alerts, receive specific training. Finally, a comprehensive report on alerts is presented each year to Executive Management and the Board of directors.
In 2024, the business lines rolled out the latest changes in market integrity standards within their operating entities.
The control framework has been overhauled to take into account greater granularity in the identification of risks and in the definition of the control points to be implemented by the business lines as a first line of defence.
The reorganisation of the teams of experts has made it possible to improve their effectiveness in the main processes related to market integrity such as:
In addition, an exhaustive review of access to market platforms and the compliance of the pre- and post-trade monitoring framework was launched.
Lastly, the training effort for the employees concerned was renewed on all these topics.
The BNP Paribas Group is subject to the French Banking Separation and Regulation Act, as well as to the Volcker rule. The associated compliance system has been consolidated and strengthened for all activities falling within the scope of these legal and regulatory provisions.
In line with the initiatives launched in 2023, new actions aimed at strengthening the compliance framework for the Group’s swap activities were carried out in 2024 to comply with the regulations of both the CFTC (Commodity Futures Trading Commission) and the SEC (Securities and Exchange Commission). The activities concerned are mainly the responsibility of CIB.
The BNP Paribas Group is subject to a set of tax regulations with extraterritorial scope: FATCA (Foreign Account Tax Compliance Act), QI (Qualified Intermediary) regime governing the withholding of income from U.S. securities; AEOI (automatic exchange of tax information within the OECD); DAC6 directive (declaration of tax schemes considered as aggressive in the European Union).
The compliance systems relating to these regulations have been in place since their entry into force, including procedures, an employee training programme and appropriate control plans.
With regard to local tax regulations applicable to clients, a control framework was put in place in 2024, including a control plan enforceable by the first line of defence and an independent test plan implemented by the Compliance, RISK and Finance & Strategy functions.
Within the Compliance Function, the Supervisory & Conduct as a domain of expertise coordinates, steers and informs management on cross-functional initiatives aimed at strengthening the Group’s Conduct system.
In 2024, an update of the Group Code of conduct was launched with the participation of all stakeholders and will be published in 2025.
In addition, the Group continued to consolidate its Conduct risk management and supervision framework.
Several initiatives have been launched, particularly within the market activities, to reinforce the identification and escalation of inappropriate behaviours and the associated control framework. Specific governance has been put in place.
Lastly, a series of indicators is regularly reported to the Board of directors. They relate to the use of the whistleblowing framework, alerts relating to respect for people, the monitoring of mandatory training and customer complaints related to the topics of Conduct. They cover the use of the whistleblowing channels to raise alerts (Whistleblowing channels), ‘respect for persons’ alerts, follow-up of mandatory training and customer complaints related to Conduct topics;
The Compliance Function is represented in the Group’s main committees dealing with sustainable finance. Within this function, the ESG Practice has strengthened the governance of its system by creating a committee of international experts and a dedicated community.
In collaboration with the RISK, LEGAL and Finance & Strategy functions as well as with the Company Engagement Department, the ESG Compliance Practice belonging to Compliance Function has contributed to defining the roles and responsibilities of each of these functions with regard to ESG risk factors.
Within the scope of responsibility of the Compliance Function as a second line of defence, the main risks impacted by ESG factors are customer knowledge and the protection of their interests. Several actions have been carried out in this respect, including the incorporation of additional ESG control points in the know your customer procedure and the development and updating, in conjunction with the LEGAL function, of several instructions aimed at preventing the risk of greenwashing.
Lastly, operating guides have been designed to supplement the training courses rolled out in 2024.
In 2024, the main improvements in terms of non-compliance risk management focused on:
Mandatory training programmes, adjusted in their content, continued with high completion rates.
These programmes consist of the following:
For the campaigns completed during the year, the completion rates are between 94% and 99%.
Lastly, every two years, the members of the Board of directors benefit from a training session on financial security and the fight against corruption and influence peddling.
The Technology and Operational Performance Department continuously carries out actions to improve the efficiency of Compliance tools and operational processes. In 2024, these efforts focused on:
Lastly, the professional ethics risk management tool was deployed and a new ethics alert management system was implemented.
LEGAL is an independent and integrated function comprising all the Group’s legal teams. All LEGAL employees report hierarchically, directly or indirectly, to the Group General Counsel, in order to enable the legal experts to carry out their missions under conditions that guarantee their freedom of judgement and action.
At all levels of the Group, the LEGAL organisation enables adequate coverage of legal risks, and includes:
Throughout the year, LEGAL continued to improve the legal risk management system.
As part of its legal advisory activity, LEGAL has contributed to the analysis of emerging risks on themes such as corporate social responsibility (CSR), blockchain technology, crypto-assets, cybersecurity, artificial intelligence, data and outsourcing.
In terms of legal risk prevention, training and awareness-raising actions have been undertaken at all levels of the organisation up to its executive managers.
To meet the technological challenges of the Group’s GTS strategic plan, LEGAL supported the Group’s initiatives by coordinating legal expertise and providing responses, particularly in the field of digital, information technology and data protection. A training programme, Digital Legal Competency Center (DLC2+) designed by LEGAL also offers a continuous training path on digital law for LEGAL employees. An online and face-to-face programme including round tables bringing together the programme’s academic partners, business lines and functions, and deep dive sessions are offered as part of this programme throughout the year.
In the field of sustainable development, one of the three pillars of the GTS plan, LEGAL has actively contributed to raising the awareness of the management and operational teams of the divisions, business lines and functions on the legal issues in terms of sustainable finance and ESG. In addition, within the Regulatory platform, a Sustainable Finance practice has been set up that works with all of the Group’s stakeholders. In addition to its regular communications and the organisation of forums, it offers a training course dedicated to LEGAL employees built with LEGAL Human Resources - the LEGAL Sustainability Academy (Sustainability Academy@LEGAL, in connection with that of the Group) in line with the Group human Resources.
Lastly, LEGAL continued to roll out and implement the legal risk management system by:
The operational risk management model for the RISK Function is based on both decentralised teams within the businesses, under the responsibility of the Risk directors of these businesses, close to the processes, operational staff and systems, and on a central structure (RISK ORM) with a steering and coordination role and providing local teams with support on subjects requiring specific expertise (for example: cybersecurity, anti-fraud or managing risks related to products and services supplied by third parties).
All of the components of the procedural system for operational risk have been significantly overhauled since 2018:
Work on the taxonomy of risks as well as the mapping of processes and organisational structures has also been completed to further standardise guidelines supporting the assessment and management of operational risk.
In addition to these methodological changes, an integrated operational risk management tool (360 Risk Op), composed of various interconnected modules, was rolled out in the fourth quarter of 2019. After the launch of the module dedicated to the collection of Historical Incidents in 2019, those relating to RSCAs, Potential Incidents and the collection of outsourcing arrangements in 2020, the one dedicated to Action Plans has been available since April 2021. The control modules have been gradually developed and deployed since the summer of 2021 and implemented in 2023. In 2024, the 360 Risk-Op platform was supplemented by a module dedicated to managing recommendations (Inspection Générale and supervisors) and permanent control actions required by the second line of defence as well as a module to manage the Group’s normative corpus (policies and procedures).
The ongoing implementation of the Group’s digitisation initiatives aimed at creating streamlined channels for its customers and partners as well as new ways of collaboration for its staff, introduces new technologies and risks, and reinforces the need to continue to monitor the Group’s technological risk profile and ensure the effectiveness of controls.
In 2024, the RISK teams continued to improve the risk management framework related to information and communication technologies (ICT) through the following actions:
In 2024, BNP Paribas continued to improve its personal data protection framework. This involved further integrating the existing management and governance practices of the RISK Function. A robust automation control framework is in place to support the management of data protection risks, respond to requests from authorities, address vulnerabilities as priority, and demonstrate the Group’s responsibility in this area.
All these actions aim to achieve a consistent approach within the Group, to reduce risks and vulnerabilities, by strengthening oversight and control.
RISK continues to roll out its RISK2025 transformation plan, the aim of which, in line with the Group’s GTS Strategic Plan, is to optimise the effectiveness and efficiency of the function through the development of enhanced capabilities to manage risks, optimise the function’s operating model and ensure the attraction, retention and development of talent.
In this context, a certain number of initiatives were continued and new ones launched, structured transverse programmes covering the main types of risks. They make it possible to simplify, automate and pool certain internal processes and contribute to the end-to-end review of customer processes, while ensuring that the control system is at the highest level. They are based on reinforcing new technologies (for example in the context of lending processes and the detection and monitoring of risks), on consolidating internal skills (for example through the increased use of key profiles related to new modelling methods or through the internalisation of external assistance positions), or the strengthening of its pooled operational platforms in Portugal, India, Spain and Canada.
As part of the Group’s “Sustainable Finance” governance, a multi-year programme was launched to strengthen the integration of ESG risk factors into the Group’s risk management system. These risk factors likely to affect so-called traditional risk categories (such as credit, market or operational risks) are thus better identified, assessed and analysed, and therefore better integrated into the Group’s risk management.
In particular, a homogeneous approach to assessing the ESG profile of customers (called ESG-Assessment) is in place for credit decision-making to:
In 2024, the General Inspection adjusted its framework by grouping together audit hubs in France that are similar in terms of the business lines audited for greater consistency with BNP Paribas’ organisation. Thus:
These changes did not impact the implementation of the initial audit plan of 835 missions. A total of 817 missions were carried out in 2024, i.e. 98% of the target. 94% of them were scheduled in the original audit plan.
The reports issued in 2023 by the European Central Bank following its audit of BNP Paribas' Inspection Générale and governance led to substantial changes concerning the General Inspection, effective from 1 January 2025:
The General Inspection was audited in 2023-2024 by IFACI Certification with regard to the standards of the Institute of International Auditors (IIA), whose methodology is recognised by banking supervisors. This audit assignment concluded that it assessed as ‘Generally Compliant’ and the certification was awarded to the Inspection Générale. Alongside this audit mission, the function prepared the implementation of the new IIA standards, which are due to come into force on 9 January 2025.
The IG+ programme launched in 2021 and supported by the creation of the Transformation & Digital Intelligence team has led to the implementation of a framework that has in deepness transformed system in terms of industrialisation, simplification and cross-functionality.
Thus, since the spring of 2023, an “end-to-end” audit tool with the highest standards in the profession has considerably improved the operational efficiency of all audit teams by providing missions with an ergonomic and collaborative environment, promoting cross-functionality, and fed by information from other control functions.
The previously implemented data analytics capabilities were enhanced in 2024 with a generative artificial intelligence tool, the IG Virtual Assistant, which provides auditors with analysis and synthesis assistance.
These evolutions have been accompanied by several employee-centric projects:
In 2024, the General Inspection renewed its annual risk assessment exercise. All of the approximately 3,000 Audit Units (AUs) were reviewed and a document describing the broad outline of the assessment of its inherent risk and the quality of the controls carried out therein was produced for each. The total number of AUs was stable compared to 2023, the disposals of entities offset the creation of entities and the multiplication of AUs in the Group’s offshoring platforms, whose services have diversified.
Overall, the residual risk profile for 2024 remains stable compared to 2023, thanks to the stability of the inherent risk and the good level of quality control.
When determining the audit plan, the General Inspection always endeavours to cover the entire auditable scope according to a frequency adapted to the level of the residual risk of each AU: this frequency is shorter when the residual risk is high. When an AU falls under a specific regulatory audit cycle, the applicable pace is the shorter of the regulatory obligation and the frequency resulting from the risk assessment. These principles determine the processing priority of all AUs. The duration of the audit cycle cannot exceed five years in any case.
The new tools now allow the simultaneous audit of similar AUs by auditors of the hubs and General Inspection In addition to improving efficiency, this approach increases the added value of the missions for both auditees and auditors. It also significantly improves the carbon footprint by significantly reducing international travel.
The headcount of the General Inspection was up at the end of 2024 compared to the end of 2023. This change is explained by the reintegration of UkrSibBank into the scope of consolidation and by targeted increases in resources, for example for the audit of offshore platforms or Conduct.
Human resources issues remain a priority for the General Inspection which is pursuing a permanent recruitment effort in a context of a talent war, relying in particular on the review of its EVP value proposition.
The various internal control functions are based on the following headcount (in FTE = Full-Time Equivalents, calculated at the end of the period):
| 2019 | 2020 | 2021(1) | 2022(2) | 2023(3) | 2024(4) | Change 2024/2023 |
|---|---|---|---|---|---|---|---|
Compliance | 4,219 | 4,105 | 3,770 | 3,791 | 3,610 | 3,624 | 0.4% |
LEGAL | 1,810 | 1,779 | 1,736 | 1,703 | 1,651 | 1,647 | -0.2% |
RISK | 5,462 | 5,191 | 5,029 | 4,885 | 4,754 | 4,799 | 0.9% |
Periodic control | 1,446 | 1,381 | 1,355 | 1,342 | 1,278 | 1,320 | 3.3% |
TOTAL | 12,937 | 12,456 | 11,890 | 11,721 | 11,293 | 11,390 | 0.9% |
| |||||||
Under the authority of the Chief Executive Officer, the Finance & Strategy Function is notably responsible for preparing and processing financial information. It also performs an independent control mission which aims at ensuring control of the risk related to accounting and financial information. The specific missions assigned by the Group to the Finance & Strategy Function are defined by a charter. These consist of:
All of these missions require those involved to be fully competent in their particular areas, to understand and check the information they produce and to comply with the required standards and time limits. Particular attention is paid to compliance, quality and integrity of the information used and personal data protection. All those involved in the function have a duty to alert Executive Management. The missions of the function are carried out in conjunction with the RISK and ALM Treasury Functions for regulatory requirements, with the Project Management team for Finance & Strategy and RISK, housed within Group IT, with regard to user processes and the changes to the information system. In practice, the responsibility of the Finance & Strategy Function is carried out as follows:
The local financial statements for each entity are prepared following the accounting standards prevailing in the country where the entity carries on business, while the Group consolidated financial statements are prepared under IFRS (International Financial Reporting Standards) as adopted by the European Union.
Within Finance & Strategy (Group), the “Standards & Controls – Group Financial Policies” (GFP) Department defines the IFRS-based accounting principles to be applied to the Group as a whole. It monitors regulatory changes to IFRS and French standards and interprets them as necessary by issuing new principles. A manual of the Group’s IFRS accounting principles is made available for the divisions/business lines and entities on the internal network communication tools (“intranet”) of BNP Paribas. It is regularly updated to reflect regulatory changes. At the request of GFP or those responsible for reporting, certain interpretations and major elements of doctrine are submitted to a specialised committee (“Accounting Policy Committee”) for approval or arbitration. This committee reviews and approves the changes to be made to the accounting principles manual.
In addition, the “Group Financial Policies” Department reviews the specific accounting analyses carried out by the divisions or entities as part of the preparation of the financial statements and during the approval process of new products or new activities, when these are complex or require the exercise of judgement. In some cases, it is also responsible for carrying out these analyses.
Finally, this department is also responsible for maintaining the management standards manual, incorporating the needs identified by the performance management teams. These principles and standards can also be accessed using internal network tools ("intranet").
The solvency framework is the joint responsibility of the RISK and Finance & Strategy Functions. The Finance & Strategy Function is notably responsible for the normative elements relating to the prudential scope, regulatory capital, and the calculation of leverage and GSIB ratios. The other aspects relating to risk measurement are the responsibility of the RISK Function. A joint “Solvency Policies Committee”, co-chaired by the two functions, plays the same role as the “Accounting Policy Committee” in terms of prudential standards.
The regulatory liquidity framework is the responsibility of ALM Treasury (with the contribution of the Finance & Strategy and RISK Functions).
The data processing system is organised around two channels, the first structured according to entities, and the second according to business lines:
To allow centralised monitoring of the risk related to accounting and financial information, the “Group Financial Controls” team within Finance & Strategy (Group) carries out the following main missions:
These missions are relayed within the Finance Departments of the divisions-business lines by central, independent second-level control teams who carry out close supervision of the entities and develop, if necessary, accounting control procedures adapted to the specificities of their scope, in line with Group-level procedures.
Lastly, within the entities/business lines’ Finance Departments, the Group’s accounting internal control principles have led to set up dedicated and independent second-level accounting control teams or representatives, depending on the size of the entities. As such, the consolidation of the reporting production tasks on regional platforms within the Group, which improves the harmonisation of the first-line reporting and control processes and increases their efficiency for the scope of the entities concerned, also ensures that the second-level accounting control teams are of appropriate size and have the necessary expertise. The main missions of these local teams are as follows:
The permanent control framework within the Finance division is described in a procedure that covers, in particular, the roles and responsibilities of the various players and also the articulation between its two lines of defence as well as with the functions exercising second line of defence missions. This framework also includes a strong governance articulated through committees called “FORCC(23)” through which all the permanent control processes of the Finance operating business units are reviewed. Moreover, the inherent risk assessment methodology was clarified in 2023. The entities measure a level of risk dynamically in anticipation of closing, based on the major events of the quarter, identified locally or by the Group, and the analysis of risk indicators adapted to each generic control point concerned. It thus makes it possible to prioritise risks in advance and to guide the intensity of the control activities of the second-line of defence Finance teams locally.
Finance & Strategy (Group) uses FACT (Finance Accounting Control Tool) for the internal certification of the quarterly data produced by each entity for the consolidation package and for the consolidation process for which the “Financial & Regulatory Reporting” Department within Finance & Strategy (Group) is responsible.
The Chief Financial Officer of each entity concerned certifies to Finance & Strategy (Group) that:
The main certificate completed by fully consolidated entities reproduces the results of all of the major controls defined in the Group’s accounting control plan, and leads to the determination of a rating for each entity. Entities consolidated by the equity method complete an appropriate certificate. Finally, non-consolidated entities are certified annually through a simplified procedure.
This internal certification process forms part of the Group’s monitoring for Internal control and enables Finance & Strategy (Group), which has the overall responsibility for the preparation and quality of the Group’s consolidated financial statements, to be informed of any problems in the financial statements and to monitor the entities’ implementation of appropriate corrective measures. A report on this process is presented to Executive Management, the Financial Statements Committee and the Board of directors at the close of the Group’s quarterly consolidated financial statements.
This certification framework is also in place for the information included in regulatory reporting on credit risk and the capital adequacy ratio. Those contributing to the reports attest that they have complied with the standards and procedures and that the data used is of appropriate quality. They further describe the results of the controls carried out at the various stages of producing the reports.
On the same principles, a certification process is in place for the reporting of liquidity/resolution-related data. Within this framework, the various contributors report on the compliance of the data transmitted with the standards, and the results of key controls performed to ensure the quality of reporting.
In order to ensure the oversight of all the process of preparation of accounting information at the level of each entity’s Finance Department, the permanent control procedures of Finance & Strategy (Group), developed by Group Financial Controls require the implementation of first-level procedures relating to accounting data or controls when the process of preparing the accounting information is operated or controlled in a decentralised way. In this context, an “elementary certification” (or “sub-certification”) procedure can be deployed.
This is a process by which the providers of the information used to prepare accounting and financial data (e.g. Middle-Office, Back-Office, Human Resources, Risk, Suppliers’ Accounts, etc.) formally certify that the fundamental controls intended to ensure the reliability of the accounting and financial data under their responsibility function properly. The elementary certificates are sent to the local Finance Department first level of control, which analyses them in combination with the accounting controls that it exercises directly, prepares a summary report intended to be used to prepare the main certificate, and liaises with the various players in order to monitor points requiring attention.
This sub-certification is carried out in the standardised tool for formalising and monitoring controls (Beacon) by providing entities with a dedicated environment in which they can directly manage the processes set up at their level.
The trading portfolio mainly focuses on the market activities of Global Markets and a few other, less significant scopes. Finance & Strategy (Group) has defined a specific framework for the main scope. This is based on the principle that Finance & Strategy, responsible for the preparation and quality of the Group’s accounting and management information, delegates the production and control of the market or model value of financial instruments to the various players of the chain, thus constituting a single and integrated valuation channel for financial instruments. The processes covered include in particular:
Through appropriate processes and tools, this channel aims at ensuring both the correctness and the reliability of the process for valuing financial instruments, and the quality and comprehensiveness of the control system. It can thus provide the appropriate data to the various decision-making bodies, and the use of these elements in the operational processes for compiling the accounting and management results, and ensures the transparency of appendices dedicated to fair value.
Control of the valuation channel, which involves all participants, is supervised by the Finance & Strategy Function within the framework of a specific charter and a dedicated governance. This control system is based on a set of organisational principles defined in the Group’s Internal Control Charter for each organisational level, i.e. Group, CIB and the main entities that account for market transactions.
To ensure its proper functioning, the Finance & Strategy Function relies on dedicated teams (“Standards & Controls – Valuation Risk and Governance, S&C – VRG”), which oversee the entire system. The Finance Function decides on the information that must be reported by the various players: this comprises both quantitative and qualitative data indicating trends in different businesses as well as the results and quality of upstream controls carried out.
Several committees that meet on a quarterly or monthly basis are set up to bring all the players together to review and examine, for each process and Business line, the methods used and/or the results of the controls conducted. The functioning of these committees is governed by procedures approved by the Finance & Strategy Function, ensuring that Finance & Strategy takes part in the main choices and arbitrations. Lastly, S&C – VRG reports at each quarterly closing to the Product and Financial Control Committee (PFC), chaired by the Group Deputy Chief Financial Officer, on its work, and informs the committee of the points of arbitration or of attention concerning the effectiveness of the controls and the degree of reliability of the valuation and results determination process. This quarterly committee brings together the Business lines, Finance & Strategy (Group) and the divisions concerned, ALMT and the RISK Function. Intermediary PFC committees complete the framework and aim at defining project priorities, monitoring their implementation and thoroughly examining certain technical elements.
Most of the instruments relating to this scope are covered by the framework in place for the trading portfolio, thanks to an adapted extension of the governance as well as the pooling of systems, processes and valuation methodologies. The main business line concerned is ALM Treasury, which is represented on the aforementioned PFC committee.
Since 2020, Group Financial Policies has developed a specific valuation standard, and the valuation governance framework has been standardised to ensure homogeneous coverage of this portfolio and an appropriate allocation of responsibilities and decision-making chains.
Control framework, meeting the requirements of the Group’s accounting control plan, exists at the level of the entities or at the level of the divisions-business lines to ensure the necessary level of control on loans that do not meet IFRS 9 SPPI(24) criteria.
The permanent control framework related to the risk on accounting and financial information is continuously being adapted. The change in the tools is part of a framework that aims at guaranteeing an adequate level of control within the Group, and a better harmonisation of the control of accounting and financial information. Thus, the implementation within the channel of a standardised tool for formalising and monitoring controls (Beacon) to cover all entities and central teams on the various Finance control plans (accounting, performance management, solvency and liquidity) is being completed.
Moreover, the quality of the accounting certification process is regularly reviewed with the divisions/business lines, for instance with the preparation of quantitative indicators for some controls, targeted cross-functional reviews of a major control and ad hoc reviews with the divisions/business lines on specific points for improvement in various scopes. These reviews are supplemented by presentations to the various committees in the Finance & Strategy channel and training sessions. Group procedures clarifying some major controls, and detailed instructions aiming at ensuring consistent responses and adequately-documented processes are also distributed. These Group procedures and instructions are extended where necessary at division/business line level to cover issues specific to them.
Similarly, the dedicated control plan for the data contributing to the capital adequacy ratio is being modified in order to adapt the control framework to the new processes and the requirements of the CRR3(25) regulation and capitalise on the indicators and controls in place in the various sectors in connection with the data reporting and quality improvement programme.
In addition, for liquidity reporting, changes in processes and tools are carried out regularly in order to adapt to the new regulatory reporting demands, and specific actions are taken with the various contributors in order to enhance the quality and controls for the channel.
With regard to the IFRS 9 provisioning process, a dedicated control plan has been deployed by the entities in the Beacon tool. The results of controls as well as the problems encountered are monitored in the cross-functional IFRS 9 FORCC(26).
The deployment of an internal control framework specific to sustainability information is mainly based on:
As in previous years, the Group continued to adapt its framework in 2024 to continue to improve the quality and integrity of the data required to produce the reports covering the different types of main risks to which BNP Paribas is exposed (risk related to the accounting and financial information, credit, market/counterparty, liquidity and operational risks), and to improve the consistency of related reporting at the different levels of the organisation during normal periods as well as during stress or crisis periods.
This continuous adaptation of the system is part of the regulatory framework of the principles set by the Basel Committee for the aggregation of risk data and their reporting (“Principles for effective risk data aggregation and risk reporting – Basel Committee on Banking Supervision – Standard 239”) and aims at ensuring the Group’s compliance with these principles. In this regard, an additional guide entitled “Guide on effective risk data aggregation and risk reporting” was issued in May 2024 as part of the SSM(27). This guide includes the supervisor's minimum expectations regard to 1) the responsibilities of the management and supervisory bodies, 2) the scope of application of the BCBS239 regulation, 3) an effective data governance system, 4) an integrated data architecture, 5) the implementation of data quality management and standards at Group level, 6) the frequency and deadlines for the production of internal risk reports, 7) the implementation or remediation programmes to meet BCBS239 requirements. In line with this additional guide, the Group has initiated a programme to improve its system, under the joint sponsorship of the Group’s CFO, CRO and deputy COO.
At the same time, the significant orientations taken in previous years were maintained in 2024 as part of the data strategy (“Data Towards 2025”) in line with the Group’s 2025 ambitions, in particular in the following areas:
The Inspection Générale has a dedicated Finance channel (called the “Finance Domain”) with a team of specialist inspectors in accounting and financial auditing, thus reflecting the Inspection Générale’s strategy of having a robust auditing capability, as regards both the technical complexity of its work and its scope of coverage of accounting and financial risk.
Its action plan is based on an annual risk assessment exercise, the practical details of which have been established by the Inspection Générale based on the risk evaluation chart defined by the RISK Function.
The core aims of this team are as follows:
Each year, as part of their statutory assignment, the Statutory Auditors issue a report in which they give their opinion concerning the consistency and fairness of the consolidated financial statements of the BNP Paribas Group as well as the annual financial statements of the Group’s companies. The Statutory Auditors also carry out limited reviews on the closing of the half-yearly accounts, and specific tasks in relation to the quarterly accounts.
Thus, as part of their statutory mission:
The Statutory Auditors are also responsible for certifying sustainability information on the basis of limited assurance.
Financial communications for publication are written by the “Investor Relations and Financial Information” Department within Finance & Strategy (Group). It is directed at retail and institutional shareholders, financial analysts and rating agencies, and presents the Group’s different activities, explains its results and describes its development strategy, while maintaining the financial information homogeneous with that used at an internal level.
The team, which reports to Executive Management and the Chief Financial Officer, proposes and defines the format in which financial information is published by the BNP Paribas Group. It works with the Divisions and functions to prepare the presentation of financial results, strategic projects and specific topics. It distributes them to the financial community.
Financial communciation relating to the quarterly, half-yearly or annual financial information included in the amendments to the universal registration document is entirely read by the statutory auditors.
The section includes references for the year 2023 distributable income. The distributable income is the basis for the calculation of the distribution in 2023 and reflects the intrinsic performance of the Group after the impact of the sale of Bank of the West, after the contribution to the constitution of the Single Resolution Fund (SRF) and excluding extraordinary items.
In millions of euros | 2024 | 2023 distributable | 2023 | 2024/2023 distributable |
|---|---|---|---|---|
Revenues | 48,831 | 46,927 | 45,874 | +4.1% |
Operating Expenses and Dep. | (30,193) | (29,580) | (30,956) | +2.1% |
Gross Operating Income | 18,638 | 17,347 | 14,918 | +7.4% |
Cost of Risk | (2,999) | (2,907) | (2,907) | +3.2% |
Other net losses for risk on financial instruments | (202) | 0 | (775) | n.s. |
Operating Income | 15,437 | 14,440 | 11,236 | +6.9% |
Share of Earnings of Equity-Method Entities | 701 | 593 | 593 | +18.2% |
Other Non-Operating Items | 50 | (104) | (104) | n.s. |
Pre-Tax Income | 16,188 | 14,929 | 11,725 | +8.4% |
Corporate Income Tax | (4,001) | (3,266) | (3,266) | +22.5% |
Net Income Attributable to Minority Interests | (499) | (431) | (431) | +15.8% |
Net Income from discontinued activities | 0 | 0 | 2,947 | n.s. |
Net Income Attributable to Equity Holders | 11,688 | 11,232 | 10,975 | +4.1% |
Cost/income | 61.8% | 63.0% | 67.5% | -1.2 pt |
BNP Paribas’ diversified and integrated model and its capacity to accompany clients and the economy in a comprehensive way by mobilising its teams, its resources, and its capabilities, continued to drive growth in activity and results in 2024.
For the full-year 2024, revenues came to EUR 48,831 million, up by 4.1% compared to 2023 on a distributable basis(1) (hereinafter: 2023).
CIB revenues (EUR 17,897 million) increased by 8.4% vs. 2023, driven by very good performances in all three business lines. Global Banking revenues increased by 7.1% vs. 2023, driven, in particular, by Capital Markets in EMEA and Transaction Banking in the Americas and APAC. Global Markets (+9.0% vs. 2023) achieved strong growth at Equity & Prime Services (+27.8%) and stability at FICC. Securities Services reported a robust increase, driven notably by net interest revenues (+9.4% vs. 2023).
CPBS(2) revenues were stable at EUR 26,751 million, driven by Commercial & Personal Banking (+2.3% vs. 2023) which offset the decrease at Specialised Businesses (-2.6% vs. 2023). At Commercial & Personal Banking, revenues were stable in the Eurozone as a whole and at CPB in France, despite headwinds(3). BNL and Luxembourg achieved good performances (respectively +4.8% and +5.9% vs. 2023). Revenues decreased at Arval & Leasing Solutions (-6.3% vs. 2023), as they continued to be impacted by the normalisation of used-car prices. This was offset partly by strong growth in organic revenues (financial margin and the margin on services) at Arval (+17.9% vs. 2023) and the increase in Leasing Solutions revenues (+4.2% vs. 2023). Personal Finance (-1.7% vs. 2023) achieved an increase in revenues in its core perimeter(4) (+3.4% vs. 2023).
IPS revenues amounted to EUR 5,824 million (+4.2% vs. 2023), driven by revenue growth at Insurance (+7.1% vs. 2023), Wealth Management (+5.3% vs. 2023) and Asset Management (+0.1% vs. 2023; +7.4% vs. 2023, excluding Real Estate and Principal Investments). Wealth Management achieved growth in fees and Asset Management in assets under management and fees.
Group operating expenses amounted to EUR 30,193 million, up by 2.1% vs. 2023. They included the exceptional impact of restructuring and adaptation costs (EUR 230 million) and IT reinforcement costs (EUR 341 million) for a total of EUR 571 million. At the division level, operating expenses were up by 4.5% at CIB and by +1.9% at CPBS(5) (+3.2% at Commercial & Personal Banking and -0.9% at Specialised Businesses). They were stable at IPS (+0.5% vs. 2023). The Group’s jaws effect was therefore positive (+2.0 points).
In 2024, efficiency savings were in-line with the announced trajectory of EUR 1 billion and will continue into 2025 and 2026. The main measures implemented include: (i) Personal Finance’s adaptation plan; (ii) ongoing optimisation of sourcing and decreasing external spending vs. 2023; (iii) ongoing deployment of Shared Service Centres (+2,200 FTEs since 2023); and (iv) optimisation of premises (~120,000 m2 released since the end of 2023).
Group gross operating income thus amounted to EUR 18,638 million, up by 7.4% compared to 2023.
Group cost of risk(6) came to EUR 2,999 million (EUR 2,907 million in 2023) and remains at a low level at 33 basis points.
Group non-operating exceptional items, at EUR 345 million in 2024, reflect the impact of the reconsolidation of activities in Ukraine(7) (+EUR 226 million) and a capital gain on the divestment of Personal Finance activities in Mexico (+EUR 119 million).
Group pre-tax income amounted to EUR 16,188 million, up by 8.4% compared to 2023. With an average corporate tax rate of 26.2%, net income, Group share came to EUR 11,688 million (vs. EUR 11,232 million in 2023).
As of 31 December 2024, return on tangible equity, not revaluated, stood at 10.9%. This reflects the BNP Paribas Group’s solid performances on the strength of its diversified and integrated model.
Net book value per share(8) stood at 93.7 euros, a 7.0% increase since 31 December 2023.
Earnings Per Share amounted to EUR 9.57, up by 8.9% compared to 2023.
The 2024 objectives were surpassed:
BNP Paribas confirms its distribution policy (with a payout ratio(12) of 60%, including at least 50% in the form of dividends) for its 2024, 2025 and 2026 financial years and its Board of directors has decided to introduce a semi-annual interim dividend beginning in 2025 based on 50% of the first half-year’ earnings per share with an initial payment that should occur on 30 September 2025 for the first half of 2025.
On this basis, the Board of directors will propose to the General Meeting of shareholders held on 13 May 2025, a dividend of 4.79 euros paid out in cash, i.e. a distribution of 50% of 2024 net income(13). The ex-dividend date will be 19 May 2025, and payment will be on 21 May 2025.
In addition, a share buyback programme(14) of EUR 1.08 billion will be launched in the 2nd quarter 2025.
Capital allocation
Revenue from the capital allocated to each division is included in the division’s profit and loss account. The capital allocated to each division corresponds to the amount required to comply with CRR 2/ CRD 5 regulation, also known as Basel 3, and is based on 11% of risk-weighted assets.
Risk-weighted assets are calculated as the sum of:
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 17,897 | 16,509 | +8.4% |
Operating Expenses and Dep. | (10,731) | (10,265) | +4.5% |
Gross Operating Income | 7,166 | 6,244 | +14.8% |
Cost of Risk & others | 143 | 63 | n.s. |
Operating Income | 7,310 | 6,307 | +15.9% |
Share of Earnings of Equity-Method Entities | 17 | 13 | +28.3% |
Other Non-Operating Items | (4) | (18) | -79.6% |
Pre-Tax Income | 7,323 | 6,302 | +16.2% |
Cost/Income | 60.0% | 62.2% | -2.2 pt |
Allocated Equity (€bn, year to date) | 30.6 | 29.1 | +5.3% |
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 6,236 | 5,822 | +7.1% |
Operating Expenses and Dep. | (2,921) | (2,802) | +4.3% |
Gross Operating Income | 3,315 | 3,020 | +9.8% |
Cost of Risk & others | 171 | 74 | n.s. |
Operating Income | 3,486 | 3,094 | +12.7% |
Share of Earnings of Equity-Method Entities | 6 | 5 | +6.8% |
Other Non-Operating Items | 0 | 0 | n.s. |
Pre-Tax Income | 3,492 | 3,100 | +12.7% |
Cost/Income | 46.8% | 48.1% | -1.3 pt |
Allocated Equity (€bn, year to date) | 16.7 | 16.2 | +3.4% |
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 8,718 | 7,996 | +9.0% |
Incl. FICC | 5,066 | 5,138 | -1.4% |
Incl. Equity & Prime Services | 3,652 | 2,858 | +27.8% |
Operating Expenses and Dep. | (5,649) | (5,402) | +4.6% |
Gross Operating Income | 3,069 | 2,594 | +18.3% |
Cost of Risk & others | (28) | (13) | n.s. |
Operating Income | 3,041 | 2,581 | +17.8% |
Share of Earnings of Equity-Method Entities | 2 | 4 | -44.4% |
Other Non-Operating Items | (1) | 4 | n.s. |
Pre-Tax Income | 3,043 | 2,590 | +17.5% |
Cost/Income | 64.8% | 67.6% | -2.8 pt |
Allocated Equity (€bn, year to date) | 12.6 | 11.7 | +7.4% |
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 2,943 | 2,691 | +9.4% |
Operating Expenses and Dep. | (2,161) | (2,061) | +4.9% |
Gross Operating Income | 782 | 630 | +24.1% |
Cost of Risk & others | 0 | 1 | -79.5% |
Operating Income | 782 | 631 | +23.9% |
Share of Earnings of Equity-Method Entities | 9 | 4 | n.s. |
Other Non-Operating Items | (3) | (22) | -88.1% |
Pre-Tax Income | 788 | 612 | +28.7% |
Cost/Income | 73.4% | 76.6% | -3.2 pt |
Allocated Equity (€bn, year to date) | 1.3 | 1.2 | +11.2% |
For the whole of 2024, CIB revenues amounted to EUR 17,897 million, up by 8.4%, and its operating expenses to EUR 10,731 million, up by 4.5% vs. 2023. The jaws effect was positive by +3.9 points on the whole and positive in each of the three business lines.
CIB gross operating income came to EUR 7,166 million, up by 14.8% vs. 2023 and cost of risk came to a net release of EUR 143 million, due mainly to releases of stage 1 and 2 provisions. On this basis, CIB’s pre-tax income increased by 16.2% to EUR 7,323 million.
In millions of euros | 2024 | 2023 distribuable | 2024/2023 distribuable |
|---|---|---|---|
Commercial, Personal Banking & Services – excl. PEL/CEL |
|
|
|
Revenues | 26,751 | 26,627 | +0.5% |
Operating Expenses and Dep. | (16,511) | (16,200) | +1.9% |
Gross Operating Income | 10,240 | 10,428 | -1.8% |
Cost of Risk and others | (3,272) | (2,923) | +11.9% |
Operating Income | 6,968 | 7,504 | -7.1% |
Share of Earnings of Equity-Method Entities | 405 | 337 | +20.3% |
Other Non-Operating Items | (234) | (181) | +29.7% |
Pre-Tax Income | 7,139 | 7,661 | -6.8% |
Income Attributable to Wealth and Asset Management | (348) | (330) | +5.5% |
Pre-Tax Income of Commercial, Personal Banking & Services | 6,791 | 7,330 | -7.4% |
Cost/Income | 61.7% | 60.8% | +0.9 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 46.8 | 43.2 | +8.3% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In 2024, revenues(15) amounted to EUR 26,751 million (+0.5% vs. 2023). Commercial & Personal Banking achieved a positive performance (+2.3% vs. 2023) as did New Digital Businesses & Personal Investors (+6.4% vs. 2023). However, revenues at Specialised Businesses decreased by 2.6%.
At EUR 16,511 million, operating expenses(16) increased by 1.9% vs. 2023.
Gross operating income(17) amounted to EUR 10,240 million, down by 1.8% vs. 2023.
Cost of risk and others(18) amounted to EUR 3,272 million (EUR 2,923 million in 2023), an increase caused by one credit situation in France.
Pre-tax income(19) amounted to EUR 6,791 million (EUR 7,330 million in 2023).
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Commercial and Personal Banking in France – excluding PEL/CEL effects |
|
|
|
Revenues | 6,582 | 6,593 | -0.2% |
Incl. net interest revenue | 3,330 | 3,498 | -4.8% |
Incl. fees | 3,252 | 3,095 | +5.1% |
Operating Expenses and Dep. | (4,597) | (4,653) | -1.2% |
Gross Operating Income | 1,985 | 1,940 | +2.4% |
Cost of Risk and others | (668) | (485) | +37.6% |
Operating Income | 1,318 | 1,454 | -9.4% |
Share of Earnings of Equity-Method Entities | 0 | 0 | n.s. |
Other Non-Operating Items | (2) | 0 | n.s. |
Pre-Tax Income | 1,316 | 1,454 | -9.5% |
Income Attributable to Wealth and Asset Management | (179) | (168) | +6.8% |
Pre-Tax Income of CPBF | 1,137 | 1,287 | -11.6% |
Cost/Income | 69.8% | 70.6% | -0.8 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 12.0 | 11.5 | +4.4% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 2,857 | 2,727 | +4.8% |
Incl. net interest revenue | 1,710 | 1,619 | +5.6% |
Incl. fees | 1,147 | 1,108 | +3.5% |
Operating Expenses and Dep. | (1,805) | (1,771) | +1.9% |
Gross Operating Income | 1,051 | 956 | +10.0% |
Cost of Risk and others | (339) | (410) | -17.4% |
Operating Income | 713 | 546 | +30.6% |
Share of Earnings of Equity-Method Entities | (2) | 0 | n.s. |
Other Non-Operating Items | (2) | (3) | -25.0% |
Pre-Tax Income | 708 | 542 | +30.6% |
Income Attributable to Wealth and Asset Management | (30) | (22) | +38.0% |
Pre-Tax Income of BNL bc | 678 | 520 | +30.3% |
Cost/Income | 63.2% | 65.0% | -1.8 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 5.7 | 5.7 | -1.2% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 3,756 | 3,990 | -5.9% |
Incl. net interest revenue | 2,609 | 2,867 | -9.0% |
Incl. fees | 1,148 | 1,123 | +2.2% |
Operating Expenses and Dep. | (2,710) | (2,705) | +0.2% |
Gross Operating Income | 1,046 | 1,286 | -18.6% |
Cost of Risk and others | (19) | (86) | -78.3% |
Operating Income | 1,028 | 1,199 | -14.3% |
Share of Earnings of Equity-Method Entities | 82 | 1 | n.s. |
Other Non-Operating Items | 5 | 9 | -45.7% |
Pre-Tax Income | 1,115 | 1,210 | -7.8% |
Income Attributable to Wealth and Asset Management | (89) | (83) | +6.4% |
Pre-Tax Income of CPBB | 1,026 | 1,126 | -8.9% |
Cost/Income | 72.1% | 67.8% | +4.3 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 6.5 | 6.1 | +7.0% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 627 | 592 | +5.9% |
Incl. net interest revenue | 529 | 497 | +6.5% |
Incl. fees | 98 | 96 | +2.8% |
Operating Expenses and Dep. | (304) | (294) | +3.5% |
Gross Operating Income | 323 | 298 | +8.3% |
Cost of Risk and others | (4) | (8) | -48.8% |
Operating Income | 319 | 290 | +9.8% |
Share of Earnings of Equity-Method Entities | 0 | 0 | n.s. |
Other Non-Operating Items | 0 | 5 | n.s. |
Pre-Tax Income | 319 | 296 | +7.7% |
Income Attributable to Wealth and Asset Management | (9) | (7) | +21.8% |
Pre-Tax Income of CPBL | 310 | 289 | +7.4% |
Cost/Income | 48.5% | 49.7% | -1.2 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 0.9 | 0.8 | +5.9% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 3,155 | 2,687 | +17.4% |
Incl. net interest revenue | 2,542 | 2,241 | +13.4% |
Incl. fees | 613 | 446 | +37.5% |
Operating Expenses and Dep. | (2,028) | (1,662) | +22.0% |
Gross Operating Income | 1,128 | 1,025 | +10.0% |
Cost of Risk | (165) | (44) | n.s. |
Other net losses for risk on financial instruments | (201) | 0 | n.s. |
Operating Income | 761 | 981 | -22.4% |
Share of Earnings of Equity-Method Entities | 299 | 283 | +5.7% |
Other Non-Operating Items | (249) | (183) | +36.4% |
Pre-Tax Income | 811 | 1,081 | -25.0% |
Income Attributable to Wealth and Asset Management | (38) | (47) | -19.3% |
Pre-Tax Income of Europe-Mediterranean | 773 | 1,034 | -25.2% |
Cost/Income | 64.3% | 61.9% | +2.4 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 6.1 | 5.3 | +14.6% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 5,075 | 5,163 | -1.7% |
Operating Expenses and Dep. | (2,779) | (2,952) | -5.9% |
Gross Operating Income | 2,296 | 2,210 | +3.9% |
Cost of Risk and others | (1,573) | (1,600) | -1.7% |
Operating Income | 724 | 611 | +18.5% |
Share of Earnings of Equity-Method Entities | 35 | 61 | -43.2% |
Other Non-Operating Items | 64 | 4 | n.s. |
Pre-Tax Income | 822 | 676 | +21.6% |
Cost/Income | 54.8% | 57.2% | -2.4 pt |
Allocated Equity (€bn, year to date) | 9.6 | 9.2 | +5.0% |
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 3,627 | 3,869 | -6.3% |
Operating Expenses and Dep. | (1,556) | (1,477) | +5.3% |
Gross Operating Income | 2,071 | 2,392 | -13.4% |
Cost of Risk and others | (202) | (167) | +21.0% |
Operating Income | 1,869 | 2,225 | -16.0% |
Share of Earnings of Equity-Method Entities | 0 | 0 | n.s. |
Other Non-Operating Items | (62) | (14) | n.s. |
Pre-Tax Income | 1,807 | 2,211 | -18.3% |
Cost/Income | 42.9% | 38.2% | +4.7 pt |
Allocated Equity (€bn, year to date) | 5.2 | 3.8 | +36.9% |
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 1,072 | 1,007 | +6.4% |
Operating Expenses and Dep. | (733) | (685) | +6.9% |
Gross Operating Income | 339 | 322 | +5.4% |
Cost of Risk and others | (102) | (123) | -17.3% |
Operating Income | 237 | 198 | +19.5% |
Share of Earnings of Equity-Method Entities | (9) | (9) | +2.1% |
Other Non-Operating Items | 13 | 0 | n.s. |
Pre-Tax Income | 241 | 190 | +26.9% |
Income Attributable to Wealth and Asset Management | (4) | (3) | +22.8% |
Pre-Tax Income of New Digital Businesses & Personal Investors | 237 | 187 | +27.0% |
Cost/Income | 68.4% | 68.0% | +0.4 pt |
Allocated Equity (€bn, year to date) | 0.8 | 0.8 | +5.7% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 5,824 | 5,590 | +4.2% |
Operating Expenses and Dep. | (3,570) | (3,552) | +0.5% |
Gross Operating Income | 2,254 | 2,038 | +10.6% |
Cost of Risk and others | (15) | (13) | +15.2% |
Operating Income | 2,239 | 2,025 | +10.6% |
Share of Earnings of Equity-Method Entities | 120 | 224 | -46.3% |
Other Non-Operating Items | (4) | (76) | n.s. |
Pre-Tax Income | 2,355 | 2,173 | +8.4% |
Cost/Income | 61.3% | 63.5% | -2.2 pt |
Allocated Equity (€bn, year to date) | 10.7 | 10.3 | +3.9% |
In 2024, revenues came to EUR 5,824 million, up by 4.2% vs. 2023, driven by growth of revenues, notably fees in Wealth Management, Insurance and Asset Management. The Real Estate business line was impacted by the ongoing lacklustre market.
Operating expenses, at EUR 3,570 million, were stable (+0.5% vs. 2023) in connection with operational efficiency measures. The jaws effect was very positive (+3.7 points).
Gross operating income came to EUR 2,254 million, up by 10.6% vs. 2023.
Pre-tax income came to EUR 2,355 million, up by 8.4% vs. 2023.
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 2,238 | 2,090 | +7.1% |
Operating Expenses and Dep. | (840) | (808) | +4.0% |
Gross Operating Income | 1,398 | 1,281 | +9.1% |
Cost of Risk and others | 0 | 0 | n.s. |
Operating Income | 1,398 | 1,281 | +9.1% |
Share of Earnings of Equity-Method Entities | 176 | 193 | -8.6% |
Other Non-Operating Items | (4) | (80) | n.s. |
Pre-Tax Income | 1,570 | 1,394 | +12.6% |
Cost/Income | 37.5% | 38.7% | -1.2 pt |
Allocated Equity (€bn, year to date) | 7.1 | 7.0 | +2.4% |
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | 3,586 | 3,500 | +2.4% |
Operating Expenses and Dep. | (2,729) | (2,744) | -0.5% |
Gross Operating Income | 857 | 756 | +13.2% |
Cost of Risk and others | (15) | (13) | +15.2% |
Operating Income | 842 | 743 | +13.2% |
Share of Earnings of Equity-Method Entities | (56) | 31 | n.s. |
Other Non-Operating Items | 0 | 4 | n.s. |
Pre-Tax Income | 786 | 778 | +0.9% |
Cost/Income | 76.1% | 78.4% | -2.3 pt |
Allocated Equity (€bn, year to date) | 3.6 | 3.4 | +6.9% |
In millions of euros | 2024 | 2023 distributable | 2024/2023 distributable |
|---|---|---|---|
Revenues | (917) | (1,088) | -15.7% |
Incl. Restatement of the volatility (Insurance business) | (5) | (40) | -87.6% |
Incl. Restatement of attributable costs (Internal Distributors) | (1,085) | (1,041) | +4.2% |
Operating Expenses and Dep. | 227 | 60 | n.s. |
Incl. Restructuring, IT Reinforcement and Adaptation Costs | (571) | (576) | -1.0% |
Incl. Restatement of attributable costs (Internal Distributors) | 1,085 | 1,041 | +4.2% |
Gross Operating Income | (690) | (1,027) | -32.8% |
Cost of Risk | (54) | (37) | +45.9% |
Other net losses for risk on financial instruments | (1) | 0 | n.s. |
Operating Income | (745) | (1,064) | -30.0% |
Share of Earnings of Equity-Method Entities | 158 | 19 | n.s. |
Other Non-Operating Items | 292 | 171 | +71.1% |
Pre-Tax Income | (294) | (874) | -66.3% |
Allocated Equity (€bn, year to date) | 4.9 | 4.5 | +8.1% |
IFRS 17 “Insurance contracts” has replaced IFRS 4 “Insurance contracts” since 1 January 2023. IFRS 17 entered into force together with the implementation of IFRS 9 for insurance activities.
The main effects are as follows:
Since 1 January 2023, Corporate Centre thus includes restatements, which will be reported separately each quarter to improve readability.
At 31 December 2024, the total consolidated balance sheet of the BNP Paribas Group amounted to EUR 2,704.9 billion, up by +4.4% from 31 December 2023 (EUR 2,591.5 billion). The Group’s main assets include cash and balances at central banks, financial instruments at fair value through profit or loss, loans and advances to customers, debt securities at amortised cost, investments and other assets related to insurance activities and accrued income and other assets, which, together, accounted for 93% of total assets at 31 December 2024 (94% at 31 December 2023). The +4.4% increase in assets is mainly due to the evolution of:
Cash and central banks accounted for EUR 182.5 billion at 31 December 2024, a decrease of -36.7% since 31 December 2023 (EUR 288.3 billion). This decrease is due to the redeployment of excess cash to finance business growth.
Financial assets recognised at market or model value through profit or loss are composed of trading portfolios, financial derivatives and certain assets not held for trading purposes, whose characteristics do not permit recognition at amortised cost or at fair value through equity. Financial assets in the trading portfolio include securities, loans and repurchase agreements.
These assets are measured at market or model value at each balance sheet date.
Total financial instruments at market value by profit and loss increased by +11.6% (+EUR 84.8 billion) compared with 31 December 2023.
This increase is mainly due to the +26.3% increase in securities (+EUR 55.7 billion to EUR 267.4 billion at 31 December 2024), and the +10.5% increase in derivative financial instruments (+EUR 30.6 billion to EUR 322.6 billion at 31 December 2024), partially offset by the -0.7% decrease in loans and repurchase agreements (-EUR 1.5 billion to EUR 225.7 billion at 31 December 2024).
Loans and advances to credit institutions (net of impairment) amounted to EUR 31.1 billion at 31 December 2024, an increase of +EUR 6.8 billion compared with 31 December 2023, and are split between on demand accounts, loans to credit institutions and repurchase agreements.
Repurchase agreements were up by 71% for a total of EUR 8.4 billion at 31 December 2024, compared with EUR 4.9 billion at 31 December 2023. Loans to credit institutions increased by +18% to EUR 14.4 billion at 31 December 2024, compared with EUR 12.2 billion at 31 December 2023. Impairment provisions were stable at EUR 85 million at 31 December 2024.
Loans and advances to customers are divided into ordinary accounts, loans to customers, reverse repurchase agreements and finance leases.
Loans and advances to customers (net of impairment) amounted to EUR 900.1 billion at 31 December 2024, compared with EUR 859.2 billion at 31 December 2023, increasing by +4.8%. This is due to the increase in financial leases which amounted to EUR 51 billion at 31 December 2024, increasing by +7.0% compared with 31 December 2022 and an increase in demand accounts, which amounted to EUR 56.8 billion at 31 December 2024, increasing by +29.2% compared with 2023, followed by an increase in loans to customers (+3.2%, or EUR 791.8 billion at 31 December 2024, compared with EUR 767 billion at 31 December 2023). Impairment provisions were down to EUR 16.9 billion at 31 December 2024, compared with EUR 17.5 billion at 31 December 2023.
Debt securities that are not held for trading purposes and which meet the cash flow criterion established by IFRS 9 are recognised:
Debt securities at amortised cost are measured using the effective interest rate method. They totalled EUR 147 billion at 31 December 2024 (net of impairment), compared with EUR 121.2 billion at 31 December 2023, thus increasing by +21.3%.
These assets are measured at market or model value through equity at each balance sheet date. They increased by EUR 21.2 billion between 31 December 2023 and 31 December 2024, amounting to EUR 71.4 billion.
Debt securities at fair value through equity posted an unrealised loss of -EUR 1,285 million at 31 December 2024, compared with -EUR 585 million at 31 December 2023, a decrease of -EUR 700 million.
Financial investments and other assets related to insurance activities mainly include financial instruments corresponding to investments of liabilities relating to insurance contracts and in particular unit-linked contracts, derivative instruments subscribed, investment properties, equity-method investments and assets related to insurance activities.
Investments and other assets related to insurance activities amounted to EUR 286.8 billion at 31 December 2024, an increase of +11.6% compared with 31 December 2023. This variation is mainly due to an increase of +10.6% in financial assets at fair value through profit or loss (EUR 173.4 billion at 31 December 2024, compared with EUR 156.8 billion at 31 December 2023), and to an increase of 14.7% in financial assets at fair value through equity (EUR 102.2 billion at 31 December 2024, compared with EUR 89.1 billion at 31 December 2023).
Financial assets at fair value through equity had an unrealised loss of -EUR 5.2 billion at 31 December 2024, compared with -EUR 5.1 billion at 31 December 2023, a decrease of –EUR 0.1 billion.
Accrued income and other assets are divided between guarantee deposits and bank guarantees paid, collection accounts, accrued income and prepaid expenses, other debtors and miscellaneous assets.
Accrued income and other assets amounted to EUR 174.1 billion at 31 December 2024, compared with EUR 170.8 billion at 31 December 2023, up by +2%. This increase is in particular related to guarantee deposits and bank guarantees paid, up by +EUR 5.9 billion (+5.0%).
The Group’s liabilities (excluding equity) amounted to EUR 2,570.8 billion at 31 December 2024, up by +4.4% from 31 December 2023 (EUR 2,462.6 billion). The Group’s main liabilities consist of financial instruments at fair value through profit or loss, deposits from customers and from credit institutions, debt securities, accrued expenses and other liabilities, and liabilities related to insurance contracts, which, together, accounted for 96% of the Group’s total liabilities (excluding equity) at 31 December 2024 (97% at 31 December 2023). The +4.4% increase in liabilities is mainly due to the evolution of:
The trading portfolio consists mainly of sales of borrowed securities, repurchase agreements and financial derivatives. Financial liabilities designated as at fair or model value through profit or loss are mainly composed of issues originated and structured on behalf of clients, where the risk exposure is managed in combination with the hedging strategy. These types of issues contain significant embedded derivatives, whose changes in value are offset by changes in value of the hedging instruments.
Total financial instruments at fair or model value through profit or loss increased by +6.8% (+EUR 50.5 billion) compared with 31 December 2023, related mainly to the +11.4% increase in repurchase agreement operations (+EUR 31.2 billion to EUR 304.8 billion at 31 December 2024), the +8.3% increase in financial derivatives (+EUR 23.1 billion to EUR 302.0 billion at 31 December 2024), and the +25.3% increase in issued debt securities and subordinated debt (+EUR 21.2 billion to EUR 104.9 billion at 31 December 2024), partially offset by the -23.8% decrease in securities (-EUR 25.0 billion to EUR 80.0 billion at 31 December 2024).
Amounts due to credit institutions consist primarily of interbank borrowings, demand deposits and repurchase agreements. Amounts due to credit institutions decreased by -29.7% or -EUR 28.3 billion to EUR 66.9 billion at 31 December 2024. This variation mainly results from a -38.4% decrease in interbank borrowings (EUR 54.8 billion at 31 December 2023 compared with EUR 33.8 billion at 31 December 2024), including repayment of the remaining total of TLTRO III loans amounted to EUR 18 billion.
Deposits from customers consist primarily of on-demand deposits, term accounts, savings accounts and repurchase agreements. Deposits from customers amounted to EUR 1,034.9 billion, increasing by +EUR 46.3 billion since 31 December 2023. This is due to an increase of +3.8% in on-demand deposits (an increase of EUR 20.4 billion, to EUR 562.5 billion as at 31 December 2024), an increase of +6.2% in savings accounts (an increase of +EUR 9.4 billion, to EUR 162.1 billion as at 31 December 2024), and an increase of +5.1% in term accounts and short-term notes (an increase of EUR 14.8 billion, to EUR 307.3 billion as at 31 December 2024).
This category includes negotiable certificates of deposit and bond issues but does not include debt securities classified as financial liabilities at fair or model value through profit or loss (see note 4.h to the consolidated financial statements). Debt securities rose from EUR 191.5 billion at 31 December 2023 to EUR 198.1 billion at 31 December 2024.
Accrued expense and other liabilities consist of guarantee deposits received, collection accounts, accrued expense and deferred income, lease liabilities, as well as other creditors and miscellaneous liabilities.
Accrued expense and other liabilities amounted to EUR 137 billion at 31 December 2024, compared with EUR 143.7 billion at 31 December 2023, a decrease of -4.7%. This decrease is mainly due to other creditors and miscellaneous liabilities, down by -EUR 5.1 billion (-12.2%).
Liabilities related to insurance contracts increased by +13.6% compared with 31 December 2023 and amounted to EUR 247.7 billion at 31 December 2024 (EUR 218.0 billion at 31 December 2023). This increase is mainly due to a scope effect related to the acquisition by BNP Paribas Cardif of BCC Vita SpA and Neuflize Vie, as well as the increase in the valuation of underlining asssets related to insurance contracts not measured under the Premium Allocation Approach.
Minority interests amounted to EUR 6.0 billion at 31 December 2024, compared with EUR 5.1 billion at 31 December 2023.
Shareholders’ equity (before dividend payout) amounted to EUR 128.1 billion at 31 December 2024, compared with EUR 123.7 billion at 31 December 2023. The increase of +EUR 4.4 billion is mainly attributable to the profit of the period which amounted to +EUR 11.7 billion, to the distribution of dividends on 2023 profit for -EUR 5.2 billion, to undated super subordinated notes reimbursement for -EUR 1.4 billion, and to the share buyback for -EUR 1.1 billion.
Financing commitments given mainly consist of documentary credit, other credit confirmations and other commitments. They increased by EUR 21.2 billion compared with 31 December 2023, to EUR 390.7 billion at 31 December 2024.
Financing commitments given to customers increased by +5.3% to EUR 385.3 billion at 31 December 2024 and those given to credit institutions decreased by EUR 1.7 billion to EUR 5.3 billion at 31 December 2024.
Financing commitments received consist mainly of financing commitments received from credit institutions in the context of refinancing from central banks. Financing commitments received increased by +10.4%, to EUR 80.4 billion at 31 December 2024, compared with EUR 72.8 billion at 31 December 2023.
Guarantee commitments given rose by +9.4% to EUR 208.3 billion at 31 December 2024 (compared with EUR 190.3 billion at 31 December 2023); this increase comes from the guarantee commitments given to credit institutions (an increase of +31.3% to EUR 82.9 billion at 31 December 2023), and the decrease of guarantee commitments to customers by -1.4% to EUR 125.4 billion at 31 December 2024 (compared with EUR 127.2 billion at 31 December 2023)
In millions of euros | Year to 31 Dec. 2024 | Year to 31 Dec. 2023 | Change (2024/2023) |
|---|---|---|---|
Net interest income | 19,524 | 19,058 | +2.4% |
Net commission income | 10,701 | 9,821 | +9.0% |
Net gain on financial instruments at fair value through profit or loss | 11,569 | 10,346 | +11.8% |
Net gain on financial instruments at fair value through equity | 209 | 28 | x7.5 |
Net gain on derecognised financial assets at amortised cost | 55 | 66 | -16.7% |
Net income from insurance activities | 2,396 | 2,320 | +3.3% |
Net income from other activities | 4,377 | 4,235 | +3.4% |
Revenues from continuing activities | 48,831 | 45,874 | +6.4% |
The increase of +EUR 3.0 billion in the Group’s revenues between 2023 and 2024 was mainly due to the increase of +EUR 1.2 billion in net gain on financial instruments at fair value through profit or loss and +EUR 0.9 billion in net commission income.
This line item includes net interest income and expense related to customer transactions, interbank transactions, debt instruments issued by the Group, cash flow hedge instruments, derivatives used for interest-rate portfolio hedge, debt securities at amortised cost or at fair value through equity, and non‑trading instruments at fair value through profit or loss.
More specifically, the “Net interest income” line item includes:
Interest income and expense on fair value hedge derivatives are included with the interest generated by the hedged item. Similarly, interest income and expense arising from derivatives used for economic hedge of transactions designated as at fair value through profit or loss are allocated to the same line items as the interest income and expense relating to the underlying transactions.
The main factors affecting the level of net interest income are the relative volumes of interest-earning assets and interest-bearing liabilities and the spread between lending and funding rates. Net interest income is also affected by the impact of hedging transactions, and, to a lesser extent, exchange rate fluctuations.
Volumes of interest-earning assets and interest-bearing liabilities can be affected by various factors, in addition to general market conditions and growth in the Group’s lending activities (either organically or through acquisitions). One such factor is the Group’s business mix, such as the relative proportion of capital allocated to interest-generating as opposed to fee-generating businesses.
The other principal factor affecting net interest income is the spread between lending and funding rates, which itself is influenced by several factors. These include central bank funding rates (which affect both the yield on interest-earning assets and the rates paid on sources of funding, although not always in a linear and simultaneous manner), the proportion of funding sources represented by non-interest bearing customer deposits, government decisions to raise or lower interest rates on regulated savings accounts, the competitive environment, the relative weight of the Group’s various interest-bearing products, which have different margins as a result of different competitive environments, and the Bank’s hedging strategy and accounting treatment of hedging transactions.
Net Interest income increased by +2.4% to EUR 19,524 million for the year ended 31 December 2024. This variation is attributable to the combination of the increase on financial instruments designated as at fair value through equity (EUR 2,892 million in 2024, compared with EUR 1,856 million in 2023), the increase in net income on interest rate portflolio hedge instruments (-EUR 1,409 million in 2024, compared with -EUR 1,940 million in 2023), and the decrease in net income from financial instruments at amortised cost (EUR 17,455 million in 2024, compared with EUR 18,269 million in 2023).
Net commission income includes commissions on customer transactions, securities and derivatives transactions, financing and guarantee commitments, and asset management and other services. Net commission income increased by +9.0%, from EUR 9,821 million in 2023 to EUR 10,701 million in 2024.
Insurance activity fees are included in “Net income from insurance activities”.
This line item includes all profit and loss items relating to financial instruments managed in the trading book, to financial instruments designated as at fair value through profit or loss by the Group under the fair value option and to non-trading debt securities that do not meet the criteria required to be recognised at amortised cost or at fair value through equity (other than interest income and expense on the last two categories, which are recognised under “Net interest income” as presented above). It also includes gains and losses on non-trading equity instruments that the Group did not choose to measure at fair value through equity. This includes both capital gains and losses on the sale and the marking to fair value of these instruments, along with dividends from equity securities.
This line item also includes gains and losses due to the ineffectiveness of fair value hedges, cash flow hedges, and net foreign investment hedges.
The gains and losses resulting from cash flows and the remeasurement of financial instruments, either cash or derivatives, must be appreciated as a whole in order to give a fair representation of the profit or loss resulting from trading activities.
Net gains on financial instruments as at fair or model value through profit or loss increased by +11.8% from EUR 10,346 million in 2023 to EUR 11,569 million in 2024.
The income from items designated as at fair value through profit or loss are partly offset by changes in value of the derivative instruments hedging these assets.
Net gains on financial instruments at fair value through equity correspond to gains and losses realised on debt securities recognised at fair value through equity and to dividends from equity securities that the Group chose to recognise at fair value through equity.
Changes in fair value of these assets are initially recognised under “Changes in assets and liabilities recognised directly in equity”. Upon sale of these assets, realised gains or losses are recognised in the profit or loss account under “Net gains on financial instruments at fair value through equity” for debt securities, or transferred to retained earnings for equity securities.
Net gains on financial instruments at fair value through equity amounted to EUR 209 million in 2024 and EUR 28 million in 2023.
Net income from insurance activities includes insurance service result and financial result. Insurance service result includes revenue from services relating to a group of insurance contracts compensated by related insurance service expenses. Financial result includes investment return compensated by related net finance income or expenses from insurance contracts.
Net income from insurance activities increased by EUR 76.0 million compared with 2023 and amounted to EUR 2,396 million in 2024.
This item includes, among other things, net income from investment property, assets held under operating lease and property development activities. Net income from other activities increased by 3.4%, from EUR 4,235 million in 2023 to EUR 4,377 million in 2024. This change is mainly due to a EUR 143 million increase in Net income from assets held under operating leases.
In millions of euros | Year to 31 Dec. 2024 | Year to 31 Dec. 2023 | Change (2024/2023) |
|---|---|---|---|
Operating expenses | (27,803) | (28,713) | -3.2% |
Depreciation, amortisation and impairment of property, plant and equipment and intangible assets | (2,390) | (2,243) | +6.6% |
Total operating expenses, depreciation, and amortisation | (30,193) | (30,956) | -2.5% |
Operating expenses, depreciation and amortisation decreased by -2.5%, from -EUR 30,956 million in 2023 to -EUR 30,193 million in 2024.
The Group’s gross operating income increased by +24.9% to EUR 18,638 million for the year ended 31 December 2024 (compared with EUR 14,918 million for the year ended 31 December 2023), due to the increase in revenues from continuing activities (+6.4%) and the decrease in operating expenses (-2.5%).
In millions of euros | Year to 31 Dec. 2024 | Year to 31 Dec. 2023 | Change (2024/2023) |
|---|---|---|---|
Net allowances to impairment | (2,689) | (2,596) | +3.6% |
Recoveries on loans and receivables previously written off | 250 | 250 | ns |
Losses on irrecoverable loans | (560) | (561) | -0.2% |
Act on assistance to borrowers in Poland |
|
| ns |
Total cost of risk for the period | (2,999) | (2,907) | +3.2% |
|
|
|
|
Other net losses for risk on financial instruments | (202) | (775) | -73.9% |
This line item represents the net amount of impairment losses recognised for credit risks inherent in the Group’s intermediation activities, as well as any impairment loss relating to counterparty risks on over-the-counter derivative instruments.
The Group’s cost of risk amounted to EUR 2,999 million in 2024, an increase of +3.2% compared with 2023.
The increase in cost of risk in 2024 is mainly due to the increase of EUR 340 million in cost of risk related to impaired assets and commitments (stage 3) offset by a decrease of –EUR 248 million in cost of risk related to assets and commitments classified in stage 1 and 2.
As at 31 December 2024, the total amount of doubtful loans, securities and commitments, net of collateral, amounted to EUR 19.9 billion (compared with EUR 19.2 billion as at 31 December 2023), and the related impairment amounted to EUR 13.9 billion, compared with EUR 13.8 billion as at 31 December 2023. The coverage ratio was at 70% at 31 December 2024, compared with 72% at 31 December 2023.
More detailed information on the cost of risk per business line is available in chapter 4, note 3 Segment Information, paragraph Income by business segment.
In 2024, the expense thus recognised relates to EUR 186 million in mortgage loans in Swiss franc or indexed to the Swiss franc in Poland, and to EUR 16 million in losses under the law on assistance to borrowers in Poland. In 2023, it was mainly composed of EUR 450 million in mortgage loans in Swiss franc or indexed to the Swiss franc in Poland, and EUR 221 million in foreign currency loans issued by BNP Paribas Personal Finance.
In total, operating income increased by +37.4%, from EUR 11,236 million in 2023 to EUR 15,437 million for the year ended 31 December 2024. Besides the rise in gross operating income, this change is mainly due to the decrease in other net losses for risk on financial instruments (-73.9%).
In millions of euros | Year to 31 Dec. 2024 | Year to 31 Dec. 2023 | Change (2024/2023) |
|---|---|---|---|
Operating income from continuing activities | 15,437 | 11,236 | +37.4% |
Share of earnings of equity-method entities | 701 | 593 | +18.2% |
Net gain on non-current assets | (191) | (104) | +83.7% |
Goodwill | 241 |
| ns |
Corporate income tax | (4,001) | (3,266) | +22.5% |
Net income from discontinued activities |
| 2,947 | ns |
Net income attributable to minority interests | (499) | (431) | +15.8% |
Net income attributable to equity holders | 11,688 | 10,975 | +6.5% |
The share of earnings of equity-method entities increased from EUR 593 million in 2023 to EUR 701 million in 2024.
This item includes net realised gains or losses on sales of tangible and intangible assets used in operations and on sales of investments in consolidated undertakings.
Net gains on fixed assets decreased by -EUR 87 million (-EUR 191 million in 2024 compared with -EUR 104 million in 2023). In 2024, this item includes the impact of the hyperinflationary situation in Türkiye according to IAS 29 for -EUR 294 million (compared with -EUR 272 million in 2023) and the loss of control on Cetelem Mexico for +EUR 119 million, and the sale of the buildings for +EUR 173 million in 2023.
Changes in the value of goodwill amounted to EUR 241 million in 2024 (including EUR 226 million of negative goodwill on UkrSibbank), compared with no change in the value in 2023.
The Group recorded an income tax expense of EUR 4,001 million in 2024, an increase compared with the income tax expense of EUR 3,266 million recorded in 2023.
There was no net income from discontinued activities in 2024 compared with EUR 2,947 million in 2023 (related to the net capital gain on the disposal of the retail and commercial banking activities in the United States operated by the BancWest cash-generating unit).
The share of earnings attributable to minority interests in consolidated companies increased by +EUR 68 million (EUR 499 million in 2024 compared with EUR 431 million in 2023).
For more than fifteen years, BNP Paribas has made strategic decisions aimed at contributing to a more sustainable society and seizing the opportunities offered by the transformations of the economy. In an organised, sustainable, and determined manner, the Group has placed sustainable development at the heart of its strategy and is supporting its customers on a daily basis in their transition by offering them products and services adapted to their needs.
In 2024, BNP Paribas achieved very solid financial and extra-financial results. Its diversified and integrated business model continues to demonstrate its ability to deliver revenue growth and manage risks while accelerating its financing and financial services to players pursuing the energy and ecological transition.
The Group has set the objective of supporting its customers in their low-carbon transition for a total amount of EUR 200 billion between 2022 and 2025. By the end of 2024, EUR 179 billion have already been deployed, including EUR 75 billion for 2024 alone, i.e. a 25% annual production increase. This amount includes loans and bonds contributing to the low-carbon transition as well as financial support provided in some cases in the form of private placements, financial advice or initial public offerings (IPOs). This commitment benefited all the Group’s customers, for example in the areas of housing renovation and sustainable mobility for individual clients, renewable energy and the decarbonisation of production processes for companies of all sizes, the financing of institutional clients or the investment in startups developing innovative solutions to support the transition.
In addition, the Group integrates ESG criteria into its asset management and offers sustainable protection, savings, investment, and real estate services. For several years, BNP Paribas Asset Management has broadened its range of products and services favouring investments in assets making a positive contribution to the transition. The Group has set the objective of reaching EUR 300 billion in assets under management in open-ended funds distributed in Europe by BNP Paribas Asset Management under articles 8 and 9, according to SFDR(20), by the end of 2025. At end-2024, this amount has reached EUR 285 billion, representing 90% of the open-ended funds distributed by BNP Paribas Asset Management in Europe.
Through several emblematic 2024 achievements, this presentation aims at illustrating how BNP Paribas implements its sustainable development strategy every day in all its business lines, serving the energy and ecological transition of all its clients, individuals and companies, in the various sectors of the economy.
BNP Paribas’ sustainable development strategy is operationally embedded in its strategic plan and is based on three pillars.
BNP Paribas’ strategy and achievements establish the Group as a key player in the financing of the energy and ecological transition. At the end of 2024, BNP Paribas is ranking number one worldwide in terms of sustainable bonds and loans for the second consecutive year according to Dealogic, with a total amount of USD 69.2 billion, and also number one in green bonds also for the second consecutive year, with USD 27.9 billion. In 2024, specialised publications also highlighted BNP Paribas’ high level of ESG performance. For example, the International Financing Review (IFR) magazine named the Group “ESG Financing House of the Year” for the second consecutive year.
According to the World Energy Outlook’s Net Zero Emissions scenario published by the International Energy Agency (IEA) in 2024, low-carbon energy should account for more than 95% of global investments in the energy sector by 2035, i.e. a total of USD 5,200 billion, to enable a carbon-neutral economy in 2050. By mobilising significant resources throughout all its business lines to support its clients in their efforts to achieve their transition, the Group is participating in the deployment of the massive investments needed to make it possible.
Since 2022, BNP Paribas has monitored its financing of high greenhouse gas (GHG) emitting sectors. This commitment translates into decarbonisation targets for nine economic sectors(21) in its credit portfolio, that together account for the vast majority of global GHG emissions. To measure the progress accomplished and the progress yet to be made with its clients, BNP Paribas publishes an annual update of the emission indicators of its credit portfolio by sector(22).
In the energy production sector, BNP Paribas has set the objective that low-carbon energy(23), mainly renewable(24), shall represent 90% of the Group’s financing to energy production by 2030, to reach at least EUR 40 billion of credit exposure. At the end of September 2024, low-carbon energy represented 76% of energy production credit portfolio, for a total of EUR 36.8 billion (+30% compared to 2022), of which EUR 34.2 billion for renewable energy.
Source: Internal management data – loans outstanding in EUR billion as of 30 September.
Illustrating this strong commitment, the Energy Supply Banking Ratio published by Bloomberg(25) ranks BNP Paribas at the top of the ten major international banks in the ranking for 2023, with a ratio of EUR 3.18 in low-carbon energy financing for each euro in fossil fuel financing, above the bank sector average at 0.89.
The asset manager BNP Paribas Asset Management and the insurer BNP Paribas Cardif have also set decarbonisation targets for their investment portfolios and are engaging with the companies in which they invest through the exercise of their voting rights and shareholder dialogue.
To implement its CSR strategy and support its clients’ transition, BNP Paribas is adapting its internal organisation. This translates into the roll-out of dedicated processes and monitoring tools, as well as the strengthening of its employees’ training offer.
Since 2021, the Group has relied on the ESG Assessment, an ESG evaluation tool developed for companies and financial institutions. This tool provides a more systematic and comprehensive review of ESG topics throughout the credit chain: from the onboarding to the grant of a credit, the monitoring and the reporting. By covering five dimensions of the environment (climate and biodiversity), social (right of workers and human rights of local communities and consumers) and governance (business ethics) areas, it provides an overview of the client’s ESG profile and thus helps BNP Paribas directing its financing towards clients and projects that align with its decarbonisation trajectory.
In addition, with nearly 133,000 employees trained since its launch at the end of 2022, and more than 77,000 in 2024 alone, the Sustainability Academy platform embodies the Group’s ambition to equip all its employees with the knowledge and skills necessary to achieve its objectives in terms of sustainable development and finance.
To help its individual clients adapting their lifestyles and consumption habits to the changes of the transition, BNP Paribas supports them in matters of their everyday lives, both in terms of housing and mobility.
The European housing stock is responsible for 40% of the EU’s total energy consumption and 36% of its GHG emissions in Europe. According to the European Commission, more than 220 million buildings built before 2001 would need to be renovated, which represents 85% of the housing stock of the EU Member States(26). For its part, transport accounts for nearly 15% of total GHG emissions worldwide(27): decarbonising mobility is therefore also one of the essential levers of the ecological transition.
The Group’s actions are more particularly carried out by its entities Arval, BNP Paribas Personal Finance, BNP Paribas Cardif and its commercial banks. They aim to provide individuals with access to solutions that, first, enable them to improve the energy efficiency of their homes or to acquire homes with better environmental performance and, second, to travel in a more environmentally friendly way, by giving them access to less polluting vehicles or alternative mobility solutions.
A significant acceleration in the financing of the transition in favour of individual customers can be noted. For instance, BNP Paribas Personal Finance’s total outstanding amount in sustainable finance dedicated to energy renovation of housing and sustainable mobility amounted to EUR 10 billion at the end of 2024, up by 12% year-on-year.
The Group has developed financial services and solutions to support its individual clients in their real estate acquisition and energy renovation projects. Within the Commercial, Personal & Banking Services (CPBS) division, the initiative My Sustainable Home structures the approach of commercial banks in Europe around four main levers:
To support the clients of the Commercial & Personal Banking in France in their home energy renovation, BNP Paribas signed a partnership with EDF Group in February 2024. With IZI by EDF, financial advisors help customers identifying the renovations to be conducted in their home through a dedicated simulator. It then directs them to the most suitable renovation solution according to their situation and mandates local and certified professionals to carry out their work.
The electrification of individual vehicles and corporate fleets, the development of soft mobility and vehicle-sharing solutions are prompt and effective solutions to reduce GHG emissions, while maintaining a robust industry and significant travel capacities. Created at the end of 2022, the initiative and associated-brand BNP Paribas Mobility bring together all the Group’s business lines involved in the mobility ecosystem to support individual customers in their mobility needs with a wide range of offers:
In France, the platform Mobility4you is tailored to each mobility project, based on the customer’s travel needs, budget and environmental impact. It suggests a selection of turnkey offers, including:
Launched in 2024, the combined offer Arval Charging Services and Leasing Solutions Charge & Lease aims to facilitate access to vehicle charging at home and at the workplace. This all-in-one package includes the charging station installation, maintenance, removal, and recycling.
At the end of 2024, BNP Paribas signed a partnership with French bank La Banque Postale to distribute a mobility offer to its customers. This project includes the creation, by early 2026, of a digital platform offering new and low-emission recent second-hand vehicles, with the associated financing solutions (leasing with purchase option, long-term leasing) and insurance.
The need to support a just transition(28)
72% of Europeans surveyed believe that efforts to fight global warming are likely to create inequalities. With its second Just Transition Observatory(29), published in May 2024, the Group focused on a central question: how can we contribute to making the transition accessible to all?
Convinced that the energy and ecological transition will only happen if it involves society as a whole, BNP Paribas offers products and services designed to make the transition more accessible and affordable.
For example, in Poland, in 2024 the Group supported McCain Foods’ regenerative agriculture programme, which aims to support potato producers in their transition to a regenerative agriculture. BNP Paribas offers, among other, loans at reduced rates to producers that are members of the programme.
In the housing sector, BNP Paribas Fortis’ HappyNest programme allows very high environmental performance apartments to be more accessible to first-time buyers: they can rent a new and energy-efficient home and buy it after a few years, if they wish to, with the rents already paid being taken into account in the final purchase price.
Finally, BNP Paribas Asset Management has launched the BNP Paribas Global Equity Net Zero Transition fund, article 8 according to SFDR, which is one of the few equity funds active on the market with the net zero emissions alignment as main its objective and also including a just transition dimension.
BNP Paribas aims to bring tailor-made support to all its clients by providing them with its sector expertise and an organisation dedicated to their issues. Since 2021, with the creation of the Low-Carbon Transition Group (LCTG), the Group has developed a global platform bringing together a network of around 250 specialised bankers who support international corporates and institutional clients in accelerating their transition to a sustainable and low-carbon economy. A continuum of banking and non-banking solutions is provided for the decarbonisation of the economy, in particular the energy, mobility and industry sectors. In addition to renewable energies and nuclear power, BNP Paribas is developing specific expertise to support the development of new value chains such as batteries, green hydrogen and low-carbon fuels, as well as CO2 capture.
Created in 2022, the Low-Carbon Transition for SMEs & MidCaps initiative brings together around 100 experts and supports the low-carbon transition of small and medium-sized enterprises (SMEs) and mid-caps in France, Belgium, Italy, Luxembourg, and Poland. This platform offers specific support for the transition of the agricultural and agri-food sectors by relying on a pan-European community of experts.
Since May 2024, Commercial & Personal Banking in France has offered a sustainable loan (called “decarbonisation financing”) for SMEs, mid-caps and non-profits committed to a GHG reduction trajectory. The credit rate is adjusted based on the clients’ GHG emissions’ reduction.
Serving sovereign, supranational and agency issuers
In 2024, BNP Paribas participated in the record EUR 750 million inaugural green bond of the Republic of Iceland to finance the country’s carbon neutrality initiatives: investments in infrastructure for electric bikes, the energy transition of vehicles and infrastructure, green buildings, and adaptation to the circular economy. This first green bond attracted over EUR seven billion in orders from more than 270 investors.
BNP Paribas was also involved in the issuance of the first sustainable hybrid bond for the African Development Bank, a multilateral development bank. This USD 750 million bond aims to finance environmental and social projects across Africa, including renewable energy generation, sustainable management of natural resources, access to basic infrastructure and food security.
To help financing the massive investments needed for the development of low-carbon energies, BNP Paribas supports companies working to build new capacities and participates in the financing of future technologies.
In 2024, relying in particular on the Low-Carbon Transition Group, it played a significant role in many notable renewable energy transactions around the world, including:
In addition, in February 2025, BNP Paribas signed an agreement with the European Investment Bank (EIB) to generate up to EUR eight billion in wind energy investments. By boosting funding for the wind sector in the European Union (EU), this initiative aims to increase wind generation capacity by 32 GW out of the total capacity of 117 GW estimated to be needed to meet the EU’s target of producing at least 45% of its energy from renewable sources by 2030(30).
Finally, BNP Paribas Asset Management’s Climate Impact Infrastructure Debt fund, classified article 9 according to SFDR, offers a financing solution to projects and players involved in the energy transition in continental Europe, focusing on renewable energy, green mobility, circular economy, and energy efficiency. Its ambition is to raise between EUR 500 and 750 million from institutional investors.
BNP Paribas is committed to aligning its activities with trajectories compatible with carbon neutrality by 2050. On their investments’ portfolios, BNP Paribas Asset Management and BNP Paribas Cardif engage with the companies in which they invest through the exercise of voting rights and shareholder dialogue.
On its credit portfolio, the Group has set alignment objectives in nine of the most carbon-intensive sectors of the economy, in terms of emissions intensity for eight sectors and in absolute emissions for the oil and gas sector. These trajectories for 2025 and 2030 as well as their calculation and monitoring methodologies are described in section 7.1.2 Climate change of the Sustainability statements.
To achieve these objectives, BNP Paribas supports its clients by offering them financial products and services adapted to their issues. Landmark 2024 transactions include:
BNP Paribas also contributes to the resilience of companies by giving them the means to foster the responsible use of resources. It supports initiatives that reduce natural resources consumption and waste production, and participated in several important transactions in 2024:
Eventually, in 2024, BNP Paribas Asset Management launched several new funds in line with this strategy, including the Future Forest Fund in partnership with International Woodland Company (IWC). This first forest-dedicated fund will invest in sustainably managed forests. Classified article 9 according to SFDR, it targets an outstanding amount between USD 500 and 750 million.
BNP Paribas is supporting the transition of mobility across its entire value chain: the transition of traditional infrastructure, the deployment of new infrastructure such as electric charging stations, the transition of manufacturers and suppliers in the automotive sector and the electrification of public transport.
Among the landmark transactions involving BNP Paribas are:
For many years, BNP Paribas has provided equity support to startups and entrepreneurs that contribute to the acceleration of the energy and ecological transition, particularly through dedicated envelopes.
Some of the Group’s latest notable investments in European startups include:
BNP Paribas Asset Management, in partnership with the Solar Impulse Foundation, has launched the BNP Paribas Solar Impulse Venture Fund. This fund, which is funded at 50% by BNP Paribas, has announced its final closing at the beginning of 2025 for a total amount of EUR 172 million.
This fundraising will enable around fifteen investments in high growth potential European and North American startups that accelerate the ecological transition and strive for biodiversity and the circular economy.
Since its launch in 2022, the fund has already invested in five companies that are driving sustainable innovations:
In conclusion, BNP Paribas has demonstrated its commitment to a sustainable and low-carbon economy over time by integrating sustainable development at the heart of its strategy. The achievements of the year 2024 illustrate the Group’s ability to support its customers in their transition by offering them innovative and adapted financial and extra-financial solutions. Through the financing of renewable energy projects, the promotion of sustainable mobility and the support of individuals and companies in their decarbonisation efforts, BNP Paribas is positioning itself as a key player in the energy and ecological transition. The Group is determined to pursue its actions in favour of the transition, while ensuring that this transition is just and inclusive for all its customers and involving society as a whole.
BNP Paribas regularly introduces new products and services for its customers. More information is available on the Group’s websites, including in the press releases at group.bnpparibas and invest.bnpparibas.
Since 4 February 2025, date of publication of the 2024 annual results, no significant events have occured that should be mentioned in this section.
BNP Paribas confirms its ROTE trajectory out to 2026 while specifying the following objectives:
The 2026 trajectory is based on the strengths of the diversified and integrated model, as well as the strategic priorities of each division:
CIB, a cutting-edge platform and powerful growth engine, continues to make market share gains on the strength of a diversified client franchise, a low risk profile and optimised capital.
CPBS in 2025 will be energised by a new strategic(34) plan for CPBF and an extension of Personal Finance’s strategic plan out to 2028, with the goal of raising the profitability of these activities to Group level, i.e. an expected +1% impact on Group ROTE, including +0.5% by 2026. Revenues at Commercial & Personal Banking will be driven by the new interest-rate environment. In the Eurozone, they are expected to increase by more than +3% in 2025 compared to 2024.
IPS will maintain its strong organic growth momentum in Insurance, Asset Management and Wealth Management. Beyond that, its strong acceleration will be driven by the integration of external growth developments: AXA IM project(35), Wealth Management and Life Insurance. On this basis, the pre-tax net income of IPS is expected to increase by more than one third in two years, by 2026.
And, lastly, the entire Group will continue its operational efficiency measures in 2025 and 2026, at the pace of €600m in savings per year.
(1) Increase in Group revenues between 2024 and 2026 minus the increase in Group operating expenses between 2024 and 2026
(2) Net income, Group share
(3) Earnings per share calculated on the basis of net income, Group share of 2024 adjusted for the remuneration of undated super-subordinated notes and the average end-of-period number of shares.
(4) Compound annual growth rate (CAGR)
(5) RoTE: return on tangible equity
(6) Subject to agreements with the relevant authorities
Information on trends (Macroeconomic conditions and Legislation and regulations applicable to financial institutions) are described in the section on Principal and Emerging Risks for the year in the Risks and Capital Adequacy chapter.
The common equity Tier 1 ratio stood at 12.9% as of 31 December 2024, up by 20 basis points compared to 30 September 2024 and still far above SREP requirements (10.33%). This increase results from the combined effects of: (i) organic capital generation net of changes in risk-weighted assets in 4Q24 (+30 basis points); (ii) distribution of the 4Q24 result (-20 basis points); and (iii) the securitisation / credit insurance programme (+10 basis points). As of 1 January 2025, the CET1 ratio should stand at 12.4% after factoring in the full impact of Basel 4 (excluding FRTB) of -50 basis points.
The common equity tier 1 ratio has decreased by 30 basis points compared to December 31, 2023, due to several factors:
The leverage ratio(36) stood at 4.6% as of 31 December 2024.
The liquidity coverage ratio(37) (end-of-period) stood at a solid level of 137% as of 31 December 2024 (124% as of 30 September 2024) and the immediately available liquidity reserve(38) came to €480bn as of 31 December 2024, equivalent to more than one year to manoeuvre in terms of wholesale funding.
Alternative Performance Measures | Definition | Reason for use |
|---|---|---|
Insurance P&L aggregates (Revenues, Operating expenses, Gross operating income, Operating income, | Insurance P&L aggregates (Revenues, Gross operating income, Operating income, Pre-tax income) excluding the volatility generated by the fair value accounting of certain assets through profit and loss (IFRS 9) transferred to Corporate Centre; Gains or losses realised in the event of divestments, as well as potential long-term depreciations are included in the Insurance income profit and loss account. A reconciliation with Group P&L aggregates is provided in the tables “Quarterly Series”. | Presentation of the Insurance result reflecting operational and intrinsic performance (technical and financial) |
Corporate Centre P&L aggregates | P&L aggregates of “Corporate Centre, including restatement of the volatility (IFRS 9) and attributable costs (internal distributors) related to Insurance activities”, following the application from 1 January 2023 of IFRS 17 “insurance contracts” in conjunction with the application of IFRS 9 for insurance activities, including:
A reconciliation with Group P&L aggregates is provided in the tables “Quarterly Series” | Transfer to Corporate Centre of the impact of operating expenses “attributable to insurance activities” on internal distribution contracts in order not to impede the readability of the financial performance of the various business lines. |
Operating division profit and loss account aggregates (revenues, net interest revenue, operating expenses, gross operating income, operating income, pre-tax income) | Sum of CPBS’ profit and loss account aggregates (with Commercial & Personal Banking’ profit and loss account aggregates, including 2/3 of Private Banking in France, Italy, Belgium, Luxembourg, Germany, Poland and in Türkiye), IPS and CIB. BNP Paribas Group profit and loss account aggregates = operating division profit and loss account aggregates + Corporate Centre profit and loss account aggregates. Reconciliation with Group profit and loss account aggregates is provided in the tables “Results by Core Business”. Net interest revenue mentioned in Commercial & Personal Banking includes the net interest margin (as defined in note 2.a of the financial statements), as well as, to a lesser extent, other revenues (as defined in notes 2.c, 2.d and 2.e of the financial statements), excluding fees (note 2.b of the financial statements). P&L aggregates of Commercial & Personal Banking or Specialised Businesses distributing insurance contracts exclude the impact of the application of IFRS 17 on the accounting presentation of operating expenses deemed “attributable to insurance activities” in deduction of revenues and no longer operating expenses, with the impact carried by Corporate Centre. | Representative measure of the BNP Paribas Group’s operating performance |
Profit and loss account aggregates of Commercial & Personal Banking activity with 100% of Private Banking | Profit and loss account aggregate of a Commercial & Personal Banking activity including the whole profit and loss account of Private Banking Reconciliation with Group profit and loss account aggregates is provided in the tables “Quarterly series”. | Representative measure of the performance of Commercial & Personal Banking activity including the total performance of Private Banking (before sharing the profit & loss account with the Wealth Management business, Private Banking being under a joint responsibility of Commercial & Personal Banking (2/3) and Wealth Management business (1/3)) |
Profit and loss account aggregates, excluding PEL/CEL effects (revenues, gross operating income, operating income, pre-tax income) | Profit and loss account aggregates, excluding PEL/CEL effects. Reconciliation with Group profit and loss account aggregates is provided in the “Quarterly series” tables. | Representative measure of the aggregates of the period excluding changes in the provision that accounts for the risk generated by PEL and CEL accounts during their lifetime |
Cost/income ratio | Cost to income ratio | Measure of operational efficiency in the banking sector |
Cost of risk/Customer loans at the beginning of the period (in basis points) | Cost of risk (in €m) divided by customer loans at the beginning of the period Cost of risk does not include “Other net losses for risk on financial instruments” | Measure of the risk level by business in percentage of the volume of outstanding loans |
Evolution of operating expenses excluding IFRIC 21 | Change in operating expenses excluding taxes and contributions subject to IFRIC 21. | Representative measure of the change in operating expenses’ excluding the taxes and contributions subject to IFRIC 21 booked almost entirely in the 1st half of the year, given in order to avoid any confusion compared to other quarters |
Return on Equity (ROE) | Details of the ROE calculation are disclosed in the Appendix “Return on Equity and Permanent Shareholders’ Equity” of the results’ presentation | Measure of the BNP Paribas Group’s return on equity |
Return on normalized equity (RONE) | Ratio of annualised net income before tax over average allocated notional equity over the period.
| Measure of operational performance |
Return on Tangible Equity (ROTE) | Details of the ROTE calculation are disclosed in the Appendix “Return on Equity and Permanent Shareholders’ Equity” of the results’ presentation | Measure of the BNP Paribas Group’s return on tangible equity |
Distributable Net Income | P&L aggregates up to the net income adjusted in accordance with the announcements made in February 2023 to reflect the Group’s intrinsic performance in 2023, pivotal year, after the sale of Bank of the West on 1 February 2023 but also as the last expected year of the ramp-up of the Single Resolution Fund, marked by extraordinary items. Adjustments are detailed in the 2023 results’ presentation:
The distributable net income is used to calculate the ordinary distribution in 2023 as well as to monitor the Group’s performance in 2023 | Measure of BNP Paribas Group’s net income reflecting the Group’s intrinsic performance in 2023, pivotal year, post-impact of the sale of Bank of the West and the last expected year of the contribution to the ramp-up of the Single Resolution Fund, marked by extraordinary items |
Net income Group share excluding exceptional items | Net income attributable to equity holders excluding exceptional items Details of exceptional items are disclosed in the slide “Main Exceptional Items” of the results’ presentation | Measure of BNP Paribas Group’s net income excluding non-recurring items of a significant amount or items that do not reflect the underlying operating performance, notably restructuring, adaptation, IT reinforcement and transformation costs. |
Doubtful loans’ coverage ratio | Relationship between stage 3 provisions and impaired outstandings (stage 3), balance sheet and off-balance sheet, netted for collateral received, for customers and credit institutions, including liabilities at amortised cost and debt securities at fair value through equity (excluding insurance business) | Measure of provisioning for doubtful loans |
The method used to determine the effect of changes in scope of consolidation depends on the type of transaction (acquisition, sale, etc.). The underlying purpose of the calculation is to facilitate period-on-period comparisons.
In case of acquired or created entity, the results of the new entity are eliminated from the constant scope results of current-year periods corresponding to the periods when the entity was not owned in the prior-year.
In case of divested entities, the entity’s results are excluded symmetrically for the prior year for quarters when the entity was not owned.
In case of change of consolidation method, the policy is to use the lowest consolidation percentage over the two years (current and prior) for results of quarters adjusted on a like-for-like basis.
Comparative analysis at constant exchange rates are prepared by restating results for the prior-year quarter (reference quarter) at the current quarter exchange rate (analysed quarter). All of these calculations are performed by reference to the entity’s reporting currency.
Net banking income (NBI): throughout the document, the terms “Net Banking Income” and “Revenues” are used interchangeably.
Operating expenses: sum of salary and employee benefit expenses, other operating expenses and depreciation, amortisation and impairment of property, plant and equipment. Throughout the whole document, the terms operating expenses or costs can be used indifferently.
Jaws effect: Revenues evolution between two periods minus operating expenses evolution between two periods.
The sum of the values indicated in the tables and analyses may differ slightly from the reported total due to rounding.
BNP Paribas’ organisation is based on three operating divisions: Corporate & Institutional Banking (CIB), Commercial, Personal Banking & Services (CPBS) and Investment & Protection Services (IPS). These divisions include the following businesses:
BNP Paribas SA is the parent company of the BNP Paribas Group.
In millions of euros | Commercial, Personal Banking & Services (2/3 of Private Banking) | Investment & Protection Services | CIB | Operating divisions | Corporate Centre | Group | |
|---|---|---|---|---|---|---|---|
Revenues |
| 26,027 | 5,824 | 17,897 | 49,748 | (917) | 48,831 |
%Change 2023 distributable | +0.4% | +4.2% | +8.4% | +3.6% | -15.7% | +4.1% | |
Operating Expenses and Dep. |
| (16,119) | (3,570) | (10,731) | (30,420) | 227 | (30,193) |
%Change 2023 distributable | +1.9% | +0.5% | +4.5% | +2.6% | n.s. | +2.1% | |
Gross Operating Income |
| 9,908 | 2,254 | 7,166 | 19,328 | (690) | 18,638 |
%Change 2023 distributable | -1.8% | +10.6% | +14.8% | +5.2% | -32.8% | +7.4% | |
Cost of Risk & Other |
| (3,275) | (15) | 143 | (3,146) | (55) | (3,201) |
%Change 2023 distributable | +12.2% | +15.2% | n.s. | +9.6% | +48.1% | +10.1% | |
Operating Income |
| 6,633 | 2,239 | 7,310 | 16,182 | (745) | 15,437 |
%Change 2023 distributable | -7.5% | +10.6% | +15.9% | +4.4% | -30.0% | +6.9% | |
Share of Earnings of Equity-Method Entities |
| 405 | 120 | 17 | 543 | 158 | 701 |
Other Non-Operating Items |
| (234) | (4) | (4) | (242) | 292 | 50 |
Pre-Tax Income |
| 6,804 | 2,355 | 7,323 | 16,482 | (294) | 16,188 |
%Change 2023 distributable | -7.2% | +8.4% | +16.2% | +4.3% | -66.3% | +8.4% | |
Corporate Income Tax |
|
|
|
|
|
| (4,001) |
Net Income Attributable to Minority Interests |
|
|
|
|
|
| (499) |
Net Income from discontinued activities |
|
|
|
|
|
| 0 |
Net Income Attributable to Equity Holders |
|
|
|
|
|
| 11,688 |
In millions of euros | 2024 | 2023 distributable |
|---|---|---|
Commercial, Personal Banking & Services (including 100% of Private Banking) |
|
|
Revenues | 26,764 | 26,626 |
Operating Expenses and Dep. | (16,511) | (16,200) |
Gross Operating Income | 10,253 | 10,426 |
Cost of Risk & others | (3,272) | (2,923) |
Operating Income | 6,981 | 7,503 |
Share of Earnings of Equity-Method Entities | 405 | 337 |
Other Non-Operating Items | (234) | (181) |
Pre-Tax Income | 7,152 | 7,659 |
Income Attributable to Wealth and Asset Management | (348) | (330) |
Pre-Tax Income of Commercial, Personal Banking & Services | 6,804 | 7,329 |
Cost/Income | 61.7% | 60.8% |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 46.8 | 43.2 |
Including 100% of Private Banking for the Revenues to Pre-tax income items | ||
In millions of euros | 2024 | 2023 distributable |
|---|---|---|
Commercial, Personal Banking & Services (including 2/3 of Private Banking) |
|
|
Revenues | 26,027 | 25,917 |
Operating Expenses and Dep. | (16,119) | (15,824) |
Gross Operating Income | 9,908 | 10,093 |
Cost of Risk Incl. Other net losses for risk on financial instruments | (3,275) | (2,920) |
Operating Income | 6,633 | 7,173 |
Share of Earnings of Equity-Method Entities | 405 | 337 |
Other Non-Operating Items | (234) | (181) |
Pre-Tax Income | 6,804 | 7,329 |
Cost/Income | 61.9% | 61.1% |
Allocated Equity (€bn, year to date) | 46.8 | 43.2 |
In millions of euros | 2024 | 2023 distributable |
|---|---|---|
CPBF (including 100% of Private Banking) |
|
|
Revenues | 6,595 | 6,591 |
Incl. net interest revenue | 3,343 | 3,496 |
Incl. fees | 3,252 | 3,095 |
Operating Expenses and Dep. | (4,597) | (4,653) |
Gross Operating Income | 1,998 | 1,938 |
Cost of Risk | (668) | (485) |
Operating Income | 1,330 | 1,453 |
Share of Earnings of Equity-Method Entities | 0 | 0 |
Other Non-Operating Items | (2) | 0 |
Pre-Tax Income | 1,328 | 1,453 |
Income Attributable to Wealth and Asset Management | (179) | (168) |
Pre-Tax Income of CPBF | 1,149 | 1,285 |
Cost/Income | 69.7% | 70.6% |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 12.0 | 11.5 |
Including 100% of Private Banking for the Revenues to Pre-tax income items | ||
In millions of euros | 2024 | 2023 distributable |
|---|---|---|
CPBF – excl. PEL/CEL (including 100% of Private Banking) |
|
|
Revenues | 6,582 | 6,593 |
Incl. net interest revenue | 3,330 | 3,498 |
Incl. fees | 3,252 | 3,095 |
Operating Expenses and Dep. | (4,597) | (4,653) |
Gross Operating Income | 1,985 | 1,940 |
Cost of Risk | (668) | (485) |
Operating Income | 1,318 | 1,454 |
Share of Earnings of Equity-Method Entities | 0 | 0 |
Other Non-Operating Items | (2) | 0 |
Pre-Tax Income | 1,316 | 1,454 |
Income Attributable to Wealth and Asset Management | (179) | (168) |
Pre-Tax Income of CPBF | 1,137 | 1,287 |
Cost/Income | 69.8% | 70.6% |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 12.0 | 11.5 |
Including 100% of Private Banking for the Revenues to Pre-tax income items | ||
Reminder on PEL/CEL provision: this provision, accounted in the revenues of CPB in France, takes into account the risk generated by Plans Épargne Logement (PEL) and Comptes Épargne Logement (CEL) during their whole lifetime.
In millions of euros | 2024 | 2023 distributable |
|---|---|---|
PEL/CEL effects – 100% of Private Banking in France | 12 | -1 |
In millions of euros | 2023 | 2023 distributable |
|---|---|---|
CPBF (including 2/3 of Private Banking) |
|
|
Revenues | 6,241 | 6,251 |
Operating Expenses and Dep. | (4,420) | (4,482) |
Gross Operating Income | 1,821 | 1,769 |
Cost of Risk | (670) | (484) |
Operating Income | 1,151 | 1,285 |
Non-Operating Items | (2) | 0 |
Pre-Tax Income | 1,149 | 1,285 |
Cost/Income | 70.8% | 71.7% |
Allocated Equity (€bn, year to date) |