Consolidated financial statements for the year ended 31 december 2025
Information on the parent company financial statements at 31 December 2025
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 more than 180,000 employees(1), including nearly 146,000 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.
| 2025 | 2024 | 2023 | 2023 reported |
|---|---|---|---|---|
Revenues (in millions of euros) | 51,223 | 48,831 | 46,927 | 45,874 |
Gross operating income (in millions of euros) | 19,849 | 18,638 | 17,347 | 14,918 |
Net income Group share (in millions of euros) | 12,225 | 11,688 | 11,232 | 10,975 |
Earnings per share (in euros)(*) | 10.29 | 9.57 | 9.21 | 8.58 |
Return on tangible equity(**) | 11.6% | 10.9% | 11.0% | 10.7% |
| ||||
| 31/12/2025 | 31/12/2024 | 31/12/2023 |
|---|---|---|---|
Market capitalisation (in billions of euros) | 90.2 | 67.0 | 71.8 |
Source: Bloomberg. | |||
| Long-term and short-term ratings as at 19 March 2026 | Long-term and short-term ratings as at 20 March 2025 | Outlook | Date of last review |
|---|---|---|---|---|
Standard & Poor’s | A+/A-1 | A+/A-1 | Stable | 8 December 2025 |
Fitch | AA-/F1+ | AA-/F1+ | Stable | 4 June 2025 |
Moody’s | A1/Prime-1 | A1/Prime-1 | Stable | 17 november 2025 |
DBRS(3) | AA (low)/R-1 (middle) | AA (low)/R-1 (middle) | Stable | 17 June 2025 |
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
Moreover, BNPP AM’s liquid assets platform represents over EUR 1 trillion AUM and its alternatives platform, with more than 30 years of expertise, is the largest in Europe and a global leader with approximately EUR 300 billion AUM.
With more than 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 2025, 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:
With its two global coverage teams (Institutional coverage & Corporate coverage), CIB leverages on the full range of services and capabilities of the Group, across its three operating divisions: CIB, CPBS and IPS, to support its clients in their development.
Global Banking is a global product and service platform, composed of:
Global Banking operate as a unified global structure, ensuring strong commercial and operational coordination across teams to better support clients internationally. This setup aligns with the One Bank approach, giving clients access to an international platform and the full expertise of BNP Paribas’ business centres.
Global Markets 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, fixed income, currency and commodity markets. With over 4,800 employees, GM has global coverage, operating in over 35 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.
Global Markets 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 market 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 14,193 billion in assets under custody and EUR 3,124 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.
Securities Services offers solutions to all participants across the investment cycle:
As part of its disciplined growth strategy, combining organic and external growth to expand its footprint and capabilities in targeted markets, Securities Services announced in 2025:
Those strategic developments further solidify Securities Services’ position as the premier European global custodian of choice for financial institution
Commercial, Personal Banking & Services includes the Group’s Commercial & Personal Banking networks and specialised businesses.
Employing more than 100,000 people, Commercial, Personal Banking & Services generated 51% of the revenue of BNP Paribas’ operating divisions in 2025 (65% for Commercial & Personal Banking and 35% for Specialised Businesses).
Commercial, Personal Banking & Services includes BNP Paribas’ Commercial & Personal Banking:
The CPBS division also includes specialised business lines:
To adapt its governance in order to strengthen its integrated model and the cross-functionality between its businesses in the perspective of its future strategic plan, CPBS created a new unit within its organisation encompassing the Commercial & Personal Banking businesses in the euro zone, including Commercial & Personal Banking in France, BNL banca commerciale in Italy, BNP Paribas Fortis in Belgium and BGL BNP Paribas in Luxembourg.
With nearly 22,400 employees, Commercial & Personal Banking in France (CPBF) supports its customers in their projects. CPBF offers innovative solutions in financing, payment, wealth & asset management, and insurance to 7,2 million individual customers, 490,000 professionals and very small enterprises, nearly 94,000 corporate clients (SMEs, mid-sized, large corporates, foundations and institutions)(13) and nearly 54,000 associations.
CPBF thus occupies leading positions in Private Banking, Corporate Banking and premium banking for individual and entrepreneur clients. 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 digital guidance thanks to the expertise of dedicated teams.
CPBF is structured around 10 regions covering 135 territories, making it possible to provide all customer bases with the right level of proximity whilst maintaining synergies between business lines.
Individuals and professionals:
Digital: CPBF also provides its customers with a comprehensive online relationship capability, based on:
Customer service: 13 regional sites and 3 sites dedicated to Hello bank! Clients, handling requests received by email, phone, chat, or secure messaging;
Proximity: 1,474 branches ATMs under the BNP Paribas brand are gradually being replaced by shared ATMs. More than 6,700 ATMs deployed across nearly 2,400 Cash Services locations are now accessible to our customers (a shared network of ATMs from the four brands BNP Paribas, Crédit Mutuel, CIC, and Société Générale).
Clients are welcomed in dedicated spaces tailored to their needs.
Several independent studies and awards confirm CPBF’s leadership in the BNP Paribas and Hello bank! brands, especially in digital:
For the third consecutive year, the “Mes Comptes” app is ranked first among network banks in France (top 3 overall). The Hello bank! app is in the top 3 best banking apps in the online banking market (source: Sia partners, sept. 2025).
In 2025, CPBF received the Silver Award for best retail customer satisfaction (Wizville study based on Google Maps customer reviews) and won the best savings advice award from Challenges Magazine. It was also recognised by Selectra in early 2026 as the cheapest national bank for young people.
On its side, CPBF Entreprises received the 2025 Greenwich Share Leader and Best Bank awards.
Hello bank! was voted No. 1 for “Best Online Banking Services”, No. 3 in the General Ranking, and No. 3 among the least expensive banks in France in the Pricebank Awards in March 2025. It also ranked in the Top 3 of the least expensive banks for four client profile categories in the Panoramabanques 2025 study.
In 2025, BNP Paribas Banque Privée was named the best private bank in France by Euromoney, The Financial Times (PWM and The Banker), Global Private Banker, World Finance, and Global Finance. It was designated as “essential” in the 2025 ranking of “Best Affiliated Private Banks” by Décideurs and “Global Player Private Bank of the Year 2025” by Citywire France. As part of the Coupoles de l’Audace 2025, AGEFI awarded it the “Client Journey and Experience” prize, “Best Distribution Platform Dedicated to Unlisted Assets” (for its new My Private Assets platform), and the “Financial Management Transparency Label.”
BNP Paribas Banque Privée was also awarded, by the Ficade group, the 2025 Grand Prize for Philanthropy in the “Innovation Prize” category, for its partnership with the Dift digital donation platform. In addition, it was recognized as the “Best Wealth Management Institution in France 2025” by World Finance, for its specific support for clients with more than 5 million euros in financial assets.
In 2025, Portzamparc was named Leader in the 2024 Small & Mid Caps capital markets by Décideurs Magazine for the 9th time.
During June 2025 Deep Dive, CPBF presented its new strategic plan to strengthen its positions, transform its model, and sustainably improve growth, efficiency, and profitability.
BNL bc is Italy’s 6th largest Commercial and Personal bank in terms of total assets and 6th for customer loans(17).
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 2.3 million individual customers(18), 56,000 Private Banking clients(19), 100,000 small businesses(20), 10,000 medium and large corporates(21) and 3,000 local authorities and non-profit organisations(22). 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 wealth advisory partners 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 5.9%(23)) and has a deposit base (3.5%(24)) above the market penetration rate (3.1%(25) in terms of number of branches).
BNL bc is also well established in the corporate markets (4.2%(26)) 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(27)).
BNP Paribas Fortis is the leading bank for all customer segments in Belgium and offers a full range of financial services to 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 more than 4 million active clients in Belgium. Its commercial organisation is 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 questions from customers and employees.
BNP Paribas Fortis received several awards for its quality of service to its customers in 2025. The bank was voted “Best bank for large corporates in Belgium”, “Best investment bank in Belgium” and “Best transaction bank in Belgium” by Euromoney, “Bank of the year in Belgium” by The Banker, and “Best private bank in Belgium” by Global Finance.
With a 15.8%(31) market share of the Retail Banking market and 19%(32) 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) which was strengthened in 2025.
With more than 22.500 employees, EM supports its customers through three main business lines:
BNP Paribas Bank Polska, listed on its domestic market, presented its 2030 strategic plan during the Capital Market Day last December, with the ambition to raise the bank’s profitability to the highest standards among Polish banks. In addition, in order to meet the regulator’s requirement of a 25% free‑float threshold, the BNP Paribas Group divested 6.23% of the bank’s equity capital. This year, EM banks renewed their commitment across their regions by prioritizing client focus and experience, thereby enhancing their position as trusted partners.
TEB received the “Best Bank for SMEs in Türkiye(33)” award at the Euromoney Excellence Awards and received recognition for “Outstanding Digital CX(34)” for its CEPTETEB İŞTE mobile banking application by The Digital Banker. BNP Paribas Wealth Management Polska, on the other hand, was named “Best Private Bank – Eastern Europe(35)” at the Global Private Banking Innovation Awards 2025.
EM banks also drive innovation and operational excellence. BNP Paribas Bank Polska received the global “Blue Prism Customer Excellence Award 2025(36)” in the Operational Ingenuity category for the EMEA region, recognizing its innovative approach to intelligent automation. Through investing in technology and improving end-to-end processes, EM banks strengthen their standing as reliable and forward-looking financial institutions within their respective markets.
Operating in dynamic markets with significant growth potential, EM banks maintain a strong focus on sustainability and social impact. For instance, TEB was named “Best Private Bank in Sustainable Finance(37)” in Türkiye by The Digital Banker, highlighting its leadership in responsible banking. UKRSIBBANK was awarded first place in the “Resilient Bank(38)” category at FinAwards 2025 for the third consecutive year, highlighting the bank’s efforts to ensure operational continuity and employee safety. BMCI became the first Moroccan bank to secure the Green Economy Financing Facility (GEFF III) credit line from EBRD(39). BNP Paribas El Djazair supported the circular economy by organizing the Greentech Challenge(40) grant competition. These achievements demonstrate EM banks’ dedication to being responsible partners for the communities they serve.
With the most recent recognition of BMCI(41) as a “Top Employer”, EM banks have further strengthened their positions as leading employers in their respective markets. All EM banks have now achieved this certification for 2025(42)(43)(44)(45), reaffirming their commitment to employee well-being.
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, Alpha Credit and Consors Finanz and has nearly 16,000 employees and 25 million customers.
BNP Paribas Personal Finance is the daily financial partner of its clients, giving them the means to carry out their projects in the areas of home and personal equipment, home renovation, mobility, telecommunications devices and supports them in their budget management. BNP Paribas Personal Finance also offers its partners in Retail, Distribution and Mobility a wide range of services to promote, sell and manage financing solutions.
BNP Paribas Personal Finance is continuing its development focused on accelerating sustainable mobility, strengthening e-commerce and extending innovative financing solutions, as well as the generalization of fully digital customer journeys. This model is based on a clear articulation between, on the one hand, retail partnerships, which are a powerful driver of customer acquisition, and, on the other hand, direct end customers, which create more value through an enriched and sustainable relationship. In addition to these two levers, a structuring automotive activity is operated in close collaboration with manufacturers. This B2B2C model combines high production, solid profitability and a controlled level of risk.
The June 2025 BNP Paribas Personal Finance Deep Dive presented the strategy, priorities and financial trajectory designed to sustainably strengthen the activity’s performance.
BNP Paribas Personal Finance’s capacity for innovation is illustrated in particular through the partnership concluded with Apple in three countries: Italy, Spain and France. In France, a specific and unique technology has been developed to integrate financing solutions into the brand’s universe, thus offering customers a fluid, intuitive and fully omnichannel experience. This partnership is a testament to both the Company’s ability to adapt technologically and its high standards requirements in terms of customer experience.
For BNP Paribas Personal Finance, innovation is based on a continuous approach, based on collaboration with its partners and on the integration of data, artificial intelligence, automation and robotisation technologies.
The strengthening of the mobility business relies on international partnerships with major manufacturers such as Stellantis and Jaguar Land Rover. In 2025, this activity represents 44% of assets under management, including a significant share dedicated to the financing of low-emission vehicles, confirming the central role of sustainable mobility in the growth strategy.
Face to the climate emergency and growing expectations in terms of energy transition, BNP Paribas Personal Finance is helping to support sustainable financing solutions, both in France and at the European level. In 2025, the Company has reached 4.3 billion dedicated to the energy transition of housing and 9.5 billion to sustainable mobility. After initial agreements with the European Investment Bank in France in 2023 and Italy in 2024, a new financing of EUR 200 million was signed in Spain in 2025 to support energy efficiency projects aimed at improving the environmental performance of housing.
The Company has also set itself a target of EUR 13 billion in sustainable assets under management by 2026, in a changing regulatory environment.
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 2025, Arval had nearly 8,700 employees in the 28 countries where the Company operates, leasing nearly 1.9 million vehicles to its 440,000 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 2024).
In December 2025, Arval entered into exclusive talks with Mercedes-Benz Group for the acquisition of the fleet and mobility provider Athlon, a strategic move that would create a European co-leader in long-term vehicle leasing with nearly 2.3 million vehicles, strengthening Arval’s position in key markets and placing sustainable mobility at the heart of its priorities.
Arval is the founding member of the Element-Arval Global Alliance. The fleets of all Alliance members represent 4.6 million vehicles in 54 countries.
Arval’s CSR strategy has been recognized with an EcoVadis Platinum Medal for the second consecutive year, placing the Company among the top 1% of assessed businesses.
BNP Paribas Leasing Solutions supports the development of its clients and partners by offering leasing and financing solutions with services to preserve their working capital, accelerate their transition towards a sustainable economy, and promote profitable economic models based on the concept of usage.
The Company finances equipment with a positive impact that promotes the low-carbon transition (charging stations, electric industrial vehicles, solar panels…) and fosters a corporate culture that promotes diversity and inclusion.
At the heart of financing the real economy, BNP Paribas Leasing Solutions provides companies with the flexibility they need to remain competitive and develop responsibly and sustainably in their markets (agriculture, construction, IT, telecommunications, transport, medical, real estate, security, food, handling, mobility infrastructure…).
Its 3,000 staff support the growth of its clients and partners in 21 countries, in Europe and a complementary presence in China, the United States and Canada.
The BNP Paribas Leasing Solutions expert teams support:
In 2025, BNP Paribas Leasing Solutions has 914,000 clients, has financed more than 317,000 projects for a total volume of EUR 16.3 billion. The total amount of its assets under management as of December 2024 is EUR 40.4 billion.
In 2025, BNP Paribas Leasing Solutions was named “European Lessor of the Year” and “Vendor Finance Provider” by Leasing Life, a magazine dedicated to leasing in Europe. (Source: Excellence mark the 22nd Annual Leasing Life Awards 2025, Berlin).
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 more than 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 and asset managers. Services include market access, transactions, account management and custody services.
Covering Germany, BNP Paribas Personal Investors today has ~1.300 employees(46). It operates under three brand names: Consorsbank for individual customers, DAB BNP Paribas for B2B partners and BNP Paribas Wealth Management – Private Banking for affluent individual customers.
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 13,000 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 in Belgium, 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 4.9 million accounts opened at 31 December 2025 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 20,000 e-commerce partners and outlets (including Cdiscount, Veepee Voyage, Samsung, Bricomarché, SFR, Iberia, etc.). Floa employs nearly 500 people in France and Europe. Acquired by BNP Paribas in 2022, Floa relies on its fintech DNA and the Group’s financial strength to become a key player in “Buy Now Pay Later” in Europe.
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:
Including AXA IM, IPS now employs more than 21,600 people in 46 countries and holds strong positions in key regions for the Group’s development. In its new dimension, the division will intensify its collaboration with CPBS to anticipate retail 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, large companies and wealth clients).
By integrating environmental, social, and governance criteria into all its operational processes, the IPS division re-affirms its aims to contribute to positioning BNP Paribas as one of the world leaders in sustainable finance.
As the world leader in creditor insurance(56), BNP Paribas Cardif designs, develops, and markets savings and protection solutions to insure individuals and their assets, enabling them to project themselves with confidence throughout their lives. As one of the global leaders in bancassurance partnerships, operating in 30 countries, BNP Paribas Cardif is a major player in financing the economy.
It offers its insured clients savings solutions to build and grow capital and prepare for the future thanks to products tailored to individual projects and needs. 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 customer needs.
In total, 9,000 employees(57) worldwide contributed to a revenue of EUR 40,5 billion in 2025(58). BNP Paribas Cardif distributes a wide range of products through BNP Paribas Group’s internal networks, including Hello bank!, Nickel and Floa and also relies on a unique partnership approach based on a network of more than 500 partners (including financial institutions, credit organizations, car manufacturers, retail chains, telecommunications operators). BNP Paribas Cardif also relies on a diversified network of 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 strengthened its external growth momentum by signing the acquisition of Neuflize Vie, the life insurance subsidiary of Neuflize OBC, and then, in July 2025, the agreement to acquire AXA Investment Managers. In December 2025, BNP Paribas Cardif, a 14.9% shareholder in Ageas, announced a EUR 1.1 billion capital contribution to Ageas as part of Ageas’ purchase from BNP Paribas Fortis of the 25% stake held in AG Insurance. At the agreed price of EUR 60 per share, BNP Paribas Cardif would hold 22.5% of Ageas’ capital once the transaction is completed.
Through its subsidiary Icare, specialized in mechanical breakdown warranties and maintenance contracts, BNP Paribas Cardif also entered into a new partnership with Stellantis Financial Services via its subsidiary Stellantis Insurance, to support the development of the used car market in Europe.
Firmly focused on the future, BNP Paribas Cardif continues its transformation by leveraging data and Artificial Intelligence (AI) to better serve its partners and their clients – for example, by simplifying claims management through increasingly efficient processing of supporting documents, or by improving satisfaction through in-depth analysis of customer feedback.
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. In 2025, the insurer continued to enhance the coverage of its policies in France and Belgium to facilitate access to credit for certain populations, such as individuals who have had prostate, testicular, or breast cancer, as well as people living with HIV whose viral load is undetectable at the time of subscription.
Concerned about its environmental impact, BNP Paribas Cardif has committed to aligning its portfolios with a carbon neutrality trajectory by 2050. As an investor, it contributes to giving meaning to its policyholders’ investments: in 2025, BNP Paribas Cardif allocated 2.2 billion euros to positive impact investments. The insurer has also set the objective of dedicating at least 20 billion euros to environment-themed investments by the end of 2029.
BNP Paribas Wealth Management is a leading global private bank and the number one private bank in the Eurozone(59) with EUR 517 billion in assets under management as of 31 December 2025. Present in 3 regions (Europe, Asia, and the Middle East) and 17 countries, it employs nearly 7,000(60) 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.
On 3 October 2025, BNP Paribas finalised the acquisition of HSBC’s Private Banking activities in Germany. With this transaction, BNP Paribas Wealth Management brings its total assets under management in Germany to nearly EUR 50 billion (4th largest private bank in Germany), and reinforces its regional coverage, particularly in North Rhine-Westphalia. Germany is a strategic market for BNP Paribas Wealth Management, offering significant growth potential for wealth management activities, especially among Mittelstand clients (mid-sized family-owned businesses), entrepreneurs and family offices.
As a leading player in the industry thanks 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… 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, in particular CIB.
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
BNP Paribas Wealth Management was recognised in 2025 with many awards, including:
In 2025, BNP Paribas Group’s asset management activity operated through two main business lines: BNP Paribas Asset Management, the Group’s historic asset management business, and AXA IM, part of BNP Paribas since 1 July 2025, as well as a business line dedicated to real estate investment – BNP Paribas Real Estate Investment Management (BNP Paribas REIM) – within BNP Paribas Real Estate.
In 2026, asset management will operate under the single brand BNP Paribas Asset Management. The newly combined asset management platform will bring together more than EUR 1.6 trillion in assets under management as of 31 December 2025, including EUR 850 billion in long-term savings(61).
BNP Paribas Asset Management (BNP Paribas AM) is an asset management business of BNP Paribas Group, employing over 2,100 employees in 32 countries(62), with a large commercial presence in Europe and the Asia-Pacific region. Through the BNP Paribas integrated model, BNP Paribas AM has access to a broad international client base and has close relationships with BNP Paribas’ distribution networks. Ranked the 7th asset manager in Europe(63), BNP Paribas AM employs 575 investment professionals(64).
BNP Paribas AM offers investment solutions for individual investors (through internal distributors – private banks and Commercial & Personal Banking within BNP Paribas – and external distributors), corporate 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(65) and fundamental research. These capabilities can be combined into multi-asset solutions aligned with our clients’ needs.
BNP Paribas AM aims to generate long-term sustainable returns for its clients. The growth and development of its ETF range have been key elements of BNP Paribas AM’s 2025 strategic plan. In 2025, BNP Paribas AM reached new milestones in ETF development, launching 21 ETFs, including a global equal weight ETF, a Europe Defense ETF, and its first range of actively managed ETFs seeking alpha. BNP Paribas AM manages EUR 67 billion(66) in ETFs and index funds, including thematic and sustainable products. In addition, in 2025, BNP Paribas AM reinforced its partnership with BNP Paribas Cardif for the management of its general funds, further strengthening its asset management set-up for long-term savings clients.
BNP Paribas AM is a key player in sustainability. 92%(67) of the assets under management of its European open-ended funds, totaling EUR 347(68) billion, are classified as Article 8 or Article 9 under the European SFDR(69) regulation, which identifies funds according to their sustainability potential. This positioning is also supported by its 172(70) labelled funds, totaling EUR 134(71) billion in assets.
BNP Paribas AM also uses its ability to engage with companies and policymakers to promote an economic model that integrates a successful energy transition, healthy ecosystems, and greater equality.
BNP Paribas AM has won multiple awards in 2025, among which:
AXA Investment Managers (AXA IM) has been an asset management business of BNP Paribas Group since July 1, 2025. It employs over 3,000 staff across 19 countries(72).
As a leading global asset manager, AXA IM serves a diverse international client base, including institutional investors, corporations and individuals, offering a wide range of investment opportunities across global markets. Its offering includes both traditional assets (bonds, equities and multi-asset strategies) and alternative assets (real estate holdings, private debt, alternative credit, infrastructure, private equity and private market-focused solutions). AXA IM Alts is one of the world leaders in alternative investments, with more than €238 billion in assets under management(73).
Sustainability is embedded across all AXA IM asset classes. In 2025, AXA IM continued its momentum in sustainable and responsible growth, particularly during the period following its integration into the BNP Paribas Group. The second half of the year was marked by:
Finally, AXA IM continued to focus on improving operational efficiency and delivering exceptional client service by adopting innovative technologies, while preparing for its integration into BNP Paribas.
Within IPS, BNP Paribas Real Estate brings together all real estate activities to support individuals, corporate clients, investors, institutional clients, and public authorities in their real estate business lines.
Organised around the major real estate businesses -Transaction, Valuation, Consulting, Property Development, Real Estate Investment Management (REIM), and Property Management – this service offering covers all asset classes, including offices, residential properties, warehouses, logistics platforms, retail, hotels, serviced residences, land estates, and more.
BNP Paribas Real Estate’s 4,000 employees support clients’ real estate strategies in 11 European countries: France, Germany, United Kingdom, Belgium, Spain, Ireland, Italy, Luxembourg, Netherlands, Poland, and Portugal. BNP Paribas Real Estate can also assist clients in around ten other countries through a robust network of commercial alliances with local partners in Austria, Greece, Hungary, Jersey, Portugal, Czech Republic, Romania, Slovakia, Switzerland, and the United States.
Three platforms in Hong Kong (SAR China), Dubai, and Singapore further enable BNP Paribas Real Estate to be closer to Asian and Middle Eastern investors, supporting their real estate strategies in Europe.
In residential and commercial Property Development, BNP Paribas Real Estate is mainly present in the Île-de-France region and several major regional cities such as Bordeaux, Lyon, Marseille, Lille, and Nice. Internationally, BNP Paribas Real Estate operates in Portugal, Spain, the United Kingdom, Italy, and Germany.
BNP Paribas Real Estate’s ambition is to be useful to its clients and, more broadly, to society by promoting responsible, high-performing, and long-term valuable real estate.
This approach was recognised with numerous labels and several awards in 2025, including:
As part of the re-organisation of asset management within the BNP Paribas Group, The BNP Paribas Real Estate Investment Manager (BNP Paribas REIM) will be transferred to the new unified entity in 2026(77) (social process ongoing).
On 1 July 2025, BNP Paribas completed the acquisition of AXA Investment Managers. Within IPS, this acquisition aims to create a leading European asset manager bringing together the expertise of AXA Investment Managers (AXA IM), BNP Paribas Asset Management (BNP Paribas AM), and BNP Paribas Real Estate Investment Management (BNP Paribas REIM). The merger of the legal entities was initiated on 31 December 2025 and is expected to enable the gradual implementation of the target operating model from mid-2026(78). The platform will offer a broad range of capabilities across liquid and alternative asset classes and a potential to further strengthen the commitment to sustainability and accelerate on innovation.
Liquid investment solutions will span fixed income, high conviction active strategies and a fast-growing ETF offering while the alternatives platform encompasses real estate, infrastructure, alternative credit and private equity.
Alongside this acquisition, the AXA Group signed a partnership with BNP Paribas for the management of a large part of its assets, strengthening its position as a long-term asset management expert for insurers and pension funds.
Revenue and cost synergies related to the transaction are estimated at €550 million before tax by 2029. Based on this, the return on investment is expected to reach 18% in 2028 and 22% in 2029. Cost synergies, estimated at €400 million before tax, will enable the deployment of an efficient industrial platform. They represent around 18% of the combined cost base. Revenue synergies are based on the Group’s integrated model and will accelerate the growth of the new platform. They are estimated at €150 million before tax, with 50% expected by 2027. Integration costs are estimated at €690 million and the annual amortization of the partnership at €100 million. The impact on the CET1 ratio is 35 basis points. Overall, the integration of AXA IM should contribute more than 40 basis points to the Group’s ROTE as early as 2028.
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 the “Corporate Centre” as at 1 January 2014.
In addition, the geographical refocusing carried out by Personal Finance (divestment and placing into run‑off of activities in 10 countries) led to the reclassification of income statement and business data relating to the non‑strategic or non‑core perimeter (equivalent to run‑off activities) also under the “Corporate Centre”.
At 31 December 2024, BNP Paribas SA’s share capital stood at EUR 2,261,621,342 divided into 1,130,810,671 shares. Details of historical changes in share capital are provided in chapter 6, note 6a Transactions in share capital.
In 2025, the number of shares comprising the share capital was affected by the cancellation of 14,025,914 shares following market buybacks: thus, as of 31 December 2025, the share capital of BNP Paribas stood at EUR 2,233,569,514, divided into 1,116,784,757 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 | 31/12/2023 | 31/12/2024 | 31/12/2025 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
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) | 63.22(2) | 5.5% | 5.5% | 63.22(3) | 5.6% | 5.6% | 63.22(4) | 5.7% | 5.7% | |
BlackRock Inc. | 79.34(5) | 6.9% | 6.9% | 67.91(6) | 6.0% | 6.0% | 78.34(7) | 7.0% | 7.1% | |
Amundi | 61.33(8) | 5.4% | 5.4% | 55.95(9) | 5.0% | 5.0% | -(10) | - | - | |
Grand Duchy of Luxembourg | 12.87 | 1.1% | 1.1% | 12.87 | 1.1% | 1.1% | 12.87 | 1.1% | 1.2% | |
Employees | 57.65 | 5.0% | 5.0% | 50.91 | 4.5% | 4.5% | 48.40 | 4.3% | 4.4% | |
|
| 40.83 | 3.5% | 3.5% | 40.27 | 3.6% | 3.6% | 38.59 | 3.4% | 3.5% |
|
| 16.82 | 1.5%(*) | 1.5%(*) | 10.64 | 0.94%(*) | 0.94%(*) | 9.81 | 0.9%(*) | 0.9%(*) |
Corporate officers | 0.3 | NS | NS | -(12) | - | - | -(12) | - | - | |
Treasury shares(12) | 1.49 | 0.1% | - | 1.53 | 0.1% | - | 16.63 | 1.5% | - | |
Individual shareholders(13) | 66.52 | 5.8% | 5.9% | 79.89 | 7.1% | 7.1% | 80.19 | 7.2% | 7.3% | |
Institutional investors(13) | 804.76 | 70.2% | 70.2% | 798.52 | 70.6% | 70.7% | 817.13 | 73.2% | 74.3% | |
|
| 431.87 | 37.7% | 37.7% | 421.77 | 37.3% | 37.4% | 463.41 | 41.5% | 42.1% |
|
| 372.89 | 32.5% | 32.5% | 376.76 | 33.3% | 33.4% | 353.72 | 31.7% | 32.2% |
TOTAL | 1,147.48 | 100.0% | 100.0% | 1,130.81 | 100.0% | 100.0% | 1,116,78 | 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 2025.
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 of 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.
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 indices, including the Euronext Sustainable Europe 120, Euro 120 and France 20 indices, the FTSE4Good Index Series, and the Stoxx Global ESG Leaders Index.
Source: Bloomberg.
Over a long term period, from 31 December 2007 to 31 December 2025, despite geopolitical, financial and health crises, the increase in the BNP Paribas share price (+12.0%) was significantly higher than the performance of the Eurozone banks (EURO STOXX Banks: -35.4%) and European banks (STOXX Banks: -16.3%), demonstrating the resilience of the diversified and integrated model.
Source: Source : Bloomberg Composite EU Quote BNPP, including Dark Pools.
In euros | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
Net income attributable to the shareholders per share(1) | 7.26 | 7.80 | 9.21 | 9.57 | 10.29 |
Net book value per share(2) | 88.0 | 89.0 | 96.0 | 102.5 | 104.3 |
Net dividend per share | 3.67(3) | 3.90(4) | 4.60(5) | 4.79(6) | 5.16(7) |
Cash pay-out ratio (%)(8) | 50.00(3) | 50.00(4) | 50.00(5) | 50.00(6) | 50.00(7) |
Share price |
|
|
|
|
|
Highest(9) | 62.55 | 68.07 | 67.02 | 73.08 | 84.70 |
Lowest(9) | 39.71 | 40.67 | 47.02 | 53.08 | 57.92 |
Year-end | 60.77 | 53.25 | 62.59 | 59.22 | 80.79 |
CAC 40 index on 31 December | 7,153.03 | 6,473.76 | 7,543.18 | 7,380.74 | 8,149.50 |
| |||||
The following table indicates, for various periods ending on 31 December 2025, 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 | 18/10/1993 | 36.59 | 7.9950 | 17.65 | 9.32% |
30 years | 02/01/1996 | 33.57 | 6.9986 | 16.84 | 9.86% |
Since the creation of BNP Paribas | 01/09/1999 | 72.70 | 6.2730 | 6.97 | 7.65% |
25 years | 02/01/2001 | 94.50 | 6.1025 | 5.22 | 6.83% |
20 years | 02/01/2006 | 68.45 | 2.5411 | 3.00 | 5.64% |
17 years | 02/01/2009 | 30.50 | 2.2389 | 5.93 | 11.04% |
14 years | 02/01/2012 | 30.45 | 1.9893 | 5.28 | 12.61% |
10 years | 04/01/2016 | 51.75 | 1.7464 | 2.73 | 10.55% |
7 years | 02/01/2019 | 38.73 | 1.5131 | 3.16 | 17.85% |
6 years | 02/01/2020 | 53.20 | 1.4084 | 2.14 | 13.51% |
5 years | 04/01/2021 | 43.86 | 1.4084 | 2.59 | 21.04% |
4 years | 03/01/2022 | 61.11 | 1.3418 | 1.77 | 15.43% |
3 years | 02/01/2023 | 53.91 | 1.2533 | 1.88 | 23.41% |
2 years | 02/01/2024 | 62.93 | 1.1718 | 1.50 | 22.69% |
1 year | 02/01/2025 | 59.54 | 1.0971 | 1.49 | 49.20% |
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 2026, the timetable is as follows(79):
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. Detailed thematic meetings focused on a business line or Group activity ("Deep Dives") were organised in 2025 to present Commercial & Personal Banking in France and BNP Paribas Personal Finance, as well as BNP Paribas Bank Polska's strategic plan. More specifically, an Investor Relations Officer is responsible for liaising with managers of ethical and socially responsible funds.
A dedicated investor relations officer provides information and deals with queries from the Bank’s 462,500 individual shareholders (internal sources and SRD2 Survey at 31 December 2025). 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 2025, for example, in Versailles on 4 June and Lyon on 7 October). The Bank Shareholder Liaison Committee, presented in the next section, helps the Group improve communications with its retail shareholders.
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 Cercle, all of which can be found on the website https://cercle-actionnaires.bnpparibas/, which also features all the available services. Each Cercle member has a personal and secure access to manage his/her registrations and retrieve his/her invitations.
In 2025, the Cercle 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.
The Cercle team can be reached by email at 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, presentation of the resolutions... A webcast of this event can be viewed on the Bank’s financial information 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 2025, 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 2025, on 28 March and 26 September.
The main topics of discussion in 2025 included:
At the Annual General Meeting of 12 May 2026, the Board of directors will propose to fix the dividend to EUR 5.16 per share (up by 7.7% compared to the EUR 4.79 dividend per share fixed in relation to the 2024 financial year). Considering the EUR 2.59 interim dividend per share paid in cash on 30 September 2025, the final dividend related to the 2025 financial year would amount to EUR 2.57 per eligible share. The ex-dividend date and the payment of the final dividend would take place on 18 May and 20 May 2026 respectively in the event of a positive vote by the Annual General Meeting.
The total amount of the proposed cash distribution amounts to EUR 5,761 million, compared to a total of EUR 5,413 million in cash distributed in 2025 in relation to the 2024 financial year (thus excluding the aforementioned interim dividend related to the 2025 financial year).
Lastly, it is reminded that 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.
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 2025, 21,794 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 an 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 13 May 2025 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 | 980 | 5.01% | 13,557,365 | 0.08% |
Proxy given to other shareholders | 534 | 2.73% | 138,204 | 0.02% |
Proxy given to Chairman | 7,981 | 40.78% | 2,903,174 | 1.95% |
Postal votes | 10,074 | 51.48% | 794,203,383 | 97.95% |
Total | 19,569 | 100.00% | 810,802,126 | 100.00% |
of which online | 17,597 | 89.92% | 695,036,548 | 85.72% |
Quorum | ||||
Number of ordinary shares (excluding treasury stock) | 1,129,350,544 | 71.79% | ||
Of the 17,597 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 2024 | 99.42% |
Second resolution: approval of the consolidated financial statements for 2024 | 99.47% |
Third resolution: appropriation of net income for the 2024 financial year and distribution of the dividend | >99.99% |
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 | 99.30% |
Fifth resolution: authorisation for the BNP Paribas to buyback its own shares; | 99.03% |
Sixth resolution: reappointment of a director (Mr. Jean-Laurent Bonnafé); | 99.16% |
Seventh resolution: reappointment of a director (Ms. Lieve Logghe); | 97.45% |
Eighth resolution: appointment of a director (Mr. Bertrand de Mazières); | 99.80% |
Ninth resolution: appointment of a director (Ms. Valérie Chort); | 99.81% |
Tenth resolution: appointment of a director (Mr. Nicolas Peter); | 95.76% |
Eleventh resolution: appointment of a director (Mr. Guillaume Poupard); | 99.81% |
Twelfth resolution: vote on the components of the compensation policy attributable to directors | 98.88% |
Thirteenth resolution: vote on the components of the compensation policy attributable to the Chairman of the Board of directors | 97.18% |
Fourteenth resolution: Vote on the components of the compensation policy attributable to the Chief Executive Officer | 88.65% |
Fifteenth resolution: vote on the components of the compensation policy attributable to the Chief Operating Officers | 94.22% |
Sixteenth resolution: vote on disclosures relating to compensation paid in 2024 or awarded in respect of the same year to all directors and corporate officers | 96.76% |
Seventeenth resolution: vote on the components of the compensation paid or granted in respect of 2024 to Mr. Jean Lemierre, Chairman of the Board of directors | 96.52% |
Eighteenth resolution: vote on the components of the compensation paid or granted in respect of 2024 to Mr. Jean-Laurent Bonnafé, Chief Executive Officer | 94.08% |
Nineteenth resolution: vote on the components of the compensation paid or granted in respect of 2024 to Mr. Yann Gérardin, Chief Operating Officer | 94.02% |
Twentieth resolution: vote on the components of remuneration paid or granted in 2024 to Mr. Thierry Laborde, Chief Operating Officer | 94.69% |
Twenty-first resolution: determination of the global annual amount of Directors’ fees | 98.51% |
Twenty-second resolution: advisory vote on the overall amount of compensation of any kind paid during 2024 to Executive Officers and certain categories of staff | 99.53% |
EXTRAORDINARY MEETING |
|
Twenty-third 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 denominated in any currency other than euros that would only be converted into ordinary shares, within the limit of 10% of the share capital, if the CET1 ratio falls below 5.125% | 98.25% |
Twenty-fourth 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 | 99.57% |
Twenty-fifth resolution: authorisation for the Board of directors to reduce the share capital by cancelling shares | 99.85% |
Twenty-sixth resolution: amendment of the Articles of association relating to the age limit of the Chief Executive Officer | 98.47% |
Twenty-seventh resolution: amendment of the Articles of association relating to the age limit of the Chairman | 97.17% |
Twenty-eighth resolution: amendment of the Articles of association relating to the age limit of the Chief Operating Officers | 98.63% |
Twenty-ninth resolution: amendment of the provisions of the Articles of association relating to the deliberations of the Board of directors in order to benefit from the modernisation measures introduced by the “Attractivité” law | 99.87% |
Thirtieth resolution: amendment of the Articles of association to bring them into compliance with the “Attractivité” law and its implementing decree | 99.87% |
Thirty-first resolution: powers for formalities | 99.99% |
BNP Paribas will hold its next Shareholders’ Combined General Meeting on 12 May 2026(81).
The meeting notices and invitations are available on the “https://invest.bnpparibas.com” website in French and English and are published in the French legal journal Balo (Bulletin des annonces légales obligatoires). 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 (21.3% for the AGM of 13 May 2025, compared to 21.0% for the AGM of 2024) 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 participate quickly and easily. The Bank also provides custodians with notices of meetings and postal voting forms, which can then be sent to those shareholders who request them.
Shareholders may attend the General meeting provided their shares are recorded in their account five trading days before the Meeting and, regarding holders of bearer shares, provided they also present an entry card or a participation certificate.
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 2025 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 14 December 2023, the 2025 AMF report(2) and the December 2025 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 Pernod Ricard(*), director Participation(1) in Specialised committees of French or foreign companies Pernod Ricard, member of the Strategic Committee Other(1) 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 Investment Corporation (CIC), member International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS), member | ||
Number of BNP Paribas shares held(1): 47,700(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) | |||
2024: 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 Finance 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) | 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 Finance 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 Finance 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, 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), 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 | |||
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Date of birth: 14 July 1961 Nationality: French Term start and end dates: 13 May 2025 – 2028 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 Hermès International(*), member of the Supervisory Board Participation(1) in Specialised committees of French or foreign companies Pierre Fabre SA, member of the Strategic Committee Hermès International, member of the Remuneration, Nominations and Governance and CSR Committee Other(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): 116,764(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) | |||
2024: 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 | 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 |
(*) 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 Strategic & CSR Committee Other(1) French-American Foundation, Chairman | ||
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) | |||
2024: Chairman of the Board of directors: Orange Director: BNP Paribas, TotalEnergies Chairman: Board of directors of the École Nationale Supérieure Mines ParisTech, Executive Committee of the French-American Foundation Co-Chairman: Club d’affaires franco-japonais | 2023: Chairman of the Board of directors: Orange Director: BNP Paribas, TotalEnergies Chairman: Board of directors of the École Nationale Supérieure Mines ParisTech Co-Chairman: Club d’affaires franco-japonais Vice-Chairman: Institut de la Finance Durable (IFD) Member: Board of directors of the Association française des entreprises privées (Afep) | 2022: Chairman of the Board of directors: Orange Director: BNP Paribas, TotalEnergies Chairman: Board of directors of the 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: Board of directors of the 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: Senior Advisor to the Head of Corporate Engagement 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 Participation(2) in Specialised committees of French or foreign companies BNP Paribas, member of the Financial Statements Committee Other(2) Bénévolat de Compétences et Solidarité (BCS) by BNP Paribas, director | ||
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) | |||
2024: Director: BNP Paribas Chairwoman: Supervisory Board of the Group profit sharing scheme mutual fund “BNP Paribas Actionnariat Monde” | 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” |
(*) Listed company. | |||
Valérie CHORT (from 13 May 2025) Principal function: Director of companies | |||
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Date of birth: 17 October 1963 Nationality: Canadian Term start and end dates: 13 May 2025 – 2028 AGM Date first appointed to the Board of directors: 13 May 2025 | 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 Legrand SA(*), director Transat AT(*), director North West Rubber Investment Holdings Inc., 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 Legrand SA, member of the Audit Committee, member of the Remuneration Committee and member of the Commitments and CSR Committee Transat AT, member of the Risk Management and Corporate Responsibility Committee North West Rubber Investment Holdings Inc, member of the Health and Safety Committee Other(1) Women's College Hospital Foundation, member of the Board of directors and Governance Committee Institut international du développement durable, member of the Board of directors and the Audit Committee | ||
Number of BNP Paribas shares held(1): 0 Business address: 16 boulevard des Italiens 75009 PARIS FRANCE | |||
Education Bachelor of Science in Biochemistry from the University of Ottawa Bachelor of Applied Science in Chemical Engineering from the University of Ottawa | |||
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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(*) 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(*), director Proxima Investissement SA, Chairwoman of the Board of directors 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 | ||
Number of BNP Paribas shares held(1): 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) | |||
2024: Director: BNP Paribas, Safran Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International Member: Board of Partners of Comgest Global Investors | 2023: Director: BNP Paribas, Safran Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International Member: Supervisory Board of Fides Acquisitions | 2022: Director: BNP Paribas, Safran Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International Member: Supervisory Board of Fides Acquisitions | 2021: Director: BNP Paribas, Safran Chairwoman of the Board of directors: Proxima Investissement SA, Fides Holdings Vice-Chairwoman: Supervisory Board of Hermès International 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 Other(1) Institut français des administrateurs (IFA), director Marseille Employment Tribunal, Judge at the Management section Commission paritaire de la Banque (AFB – Recourse Commission), member | ||
Business address: 59 rue Saint Ferréol 13001 MARSEILLE 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) | |||
2024: Director: BNP Paribas, Action Logement Services | 2023: Director: BNP Paribas, Action Logement Services | 2022: Director: BNP Paribas, Action Logement Services | 2021: Director: BNP Paribas |
(*) Listed company. | |||
Marion GUILLOU (until 13 May 2025) Principal function: Independent Director | |||
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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 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 Other(1) Fonds de dotation pour la préservation de la biodiversité des espèces cultivées et de leurs apparentées sauvages, Chairwoman CARE – France (NGO), 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 Supervisory Board Institut français des relations internationales (IFRI), member of the Board of directors Haut Conseil pour le climat, member Commission des participations et des transferts, 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 | |||
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) | |||
2024: Director: BNP Paribas, Veolia Environnement Chairwoman: Fonds de dotation pour la préservation de la biodiversité des espèces cultivées et de leurs apparentées sauvages, Académie d'Agriculture de France, CARE – France (NGO) Co-Chairwoman: Africa Europe Foundation, food systems strategic group 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, Supervisory Board of AICCRA, Board of directors of IFRI, Haut Conseil pour le climat | 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 |
(*) 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 | ||
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) | |||
2024 : Director: BNP Paribas, Alternate director: Action Logement Services |
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(*) 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: 13 May 2025 – 2028 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 the Corporate Governance, Ethics, Nominations and CSR Committee Other(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) | |||
2024: Director: BNP Paribas, TINCC BV Member: Board of directors of ODISEE | 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 Other offices 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 Other(1) SNCF, member of the Executive Committee | ||
Number of BNP Paribas shares held(1): 1,000 Business address: 26 quai Charles-Pasqua 92110 LEVALLOIS-PERRET FRANCE | |||
Education Graduate of École Supérieure des Sciences Économiques et Commerciales (“Essec“) | |||
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) | |||
2024: Chairwoman of the Management Board: Geodis SA Director: BNP Paribas, Vinci Member: Executive Committee of the SNCF |
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(*) Listed company. | |||
Bertrand de MAZIÈRES (from 13 May 2025) Principal function: Director of companies | |||
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Date of birth: 3 July 1957 Nationality: French Term start and end dates: 13 May 2025 – 2028 AGM Date first appointed to the Board of directors: 13 May 2025 (Mr. Bertrand de Mazières served as non-voting member from 1 October 2024 to 13 May 2025) | Offices(1) in listed or unlisted companies, including foreign companies BNP Paribas(*), director Offices(1) held in listed or unlisted companies outside the BNP Paribas Group, in France or abroad Agence France Locale, member of the Supervisory Board Participation(1) in Specialised committees of French or foreign companies BNP Paribas, member of the Financial Statements Committee and member of the Internal Control, Risk Management and Compliance Committee Agence France Locale, member of the Audit Committee Other(1) International Finance Facility for Immunisation, member of the Board of directors and Chairman of the Audit Committee Agence France Trésor, member of the Strategic Committee | ||
Number of BNP Paribas shares held(1): 465 Business address: 16 boulevard des Italiens 75009 PARIS FRANCE | |||
Education École Nationale d’Administration 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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(*) Listed company. | |||
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 Participation(1) in Specialised committees of French or foreign companies BNP Paribas, Chairman of the Financial Statements Committee, member of the Internal Control, Risk Management and Compliance Committee and member of the Remuneration Committee Other(1) Institut pour l’Education Financière du Public (IEFP), Chairman Institut français des relations internationales (IFRI), member of the Board of directors Franco-German Taskforce on Strengthening the Financing of European Growth Companies, Co-Chairman Group of Thirty (G30), member | ||
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 (DES) 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) | |||
2024: Director: BNP Paribas, Setl Ltd Chairman: Institut pour l’Education Financière du Public (IEFP) Member: Board of directors of the Institut français des relations internationales (IFRI), Group of Thirty (G30) | 2023: Director: BNP Paribas, Power Corporation of Canada, Setl Ltd Chairman: Institut pour l’Education Financière du Public (IEFP) Member: Board of directors of the Institut français des relations internationales (IFRI), Group of Thirty (G30) | 2022: Director: BNP Paribas, Power Corporation of Canada, Setl Ltd Chairman: Institut pour l’Education Financière du Public (IEFP) Member: Board of directors of the 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: Board of directors of Institut français des relations internationales (IFRI), Group of Thirty (G30) |
(*) Listed company. | |||
Nicolas PETER (from 13 May 2025) Principal function: Chairman of the Supervisory Board of BMW AG | |||
|---|---|---|---|
Date of birth: 1 April 1962 Nationality: French and German Term start and end dates: 13 May 2025 – 2028 AGM Date first appointed to the Board of directors: 13 May 2025 | 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 BMW AG(*), Chairman of the Supervisory Board Participation(1) in Specialised committees of French or foreign companies BNP Paribas, member of the Financial Statements Committee and member of the Remuneration Committee Other(1) BMW Foundation Herbert Quandt, Chairman of the Board of Trustees German Governmental Commission for the German Corporate Governance Code, member | ||
Number of BNP Paribas shares held(1): 1,000 Business address: Petuelring 130 80809 MUNICH GERMANY | |||
Education Doctorate in Private International Law from the Ludwig Maximilian University of Munich | |||
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. | |||
Guillaume POUPARD (from 13 May 2025) Principal function: Chief Trust Officer of the Orange Group(1) | |||
|---|---|---|---|
Date of birth: 15 July 1972 Nationality: French Term start and end dates: 13 May 2025 – 2028 AGM Date first appointed to the Board of directors: 13 May 2025 | Offices(2) held in listed or unlisted companies of the BNP Paribas Group, in France or abroad BNP Paribas(*), director Participation(2) in Specialised committees of French or foreign companies BNP Paribas, member of the Internal Control, Risk Management and Compliance Committee Other(2) École Polytechnique, director Sekoia.io, non-voting director SecLab, non-voting director National Council for AI and Digital Technology, Co-Chairman | ||
Number of BNP Paribas shares held(2): 1,000 Business address: 111 quai du Président-Roosevelt 92130 ISSY-LES-MOULINEAUX FRANCE | |||
Education Graduate of the École Polytechnique DEA in Algorithmics from the University of Paris 6, the École Normale Supérieure and the École Polytechnique Doctor of Cryptology from the École Normale Supérieure DEUG in Psychology from the University of Paris 8 | |||
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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(1) From 1 February 2026. (2) At 31 December 2025. (*) Listed company. | |||
Daniela SCHWARZER Principal function: Member of the Executive Board of the Bertelsmann Foundation | |||
|---|---|---|---|
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 and member of the Internal Control, Risk Management and Compliance Committee Other(1) Institut für Auslandsbeziehungen, Chairwoman 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) | |||
2024: Director: BNP Paribas, Covivio Member of the Executive Board: Bertelsmann Foundation Member: Board of directors of the Institut Jacques-Delors, Board of directors of the Deutche Gesellschaft für Auswärtige Politik, Board of directors of the Institut Jean-Monnet | 2023: Director: BNP Paribas, Covivio Member of the Executive Board: Bertelsmann Foundation Member: Board of directors of the Institut Jacques-Delors, Board of directors of the Deutche Gesellschaft für Auswärtige Politik, Board of directors of the Institut Jean-Monnet | 2022: Director: BNP Paribas, Covivio 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 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 |
(*) Listed company. | |||
Annemarie STRAATHOF Principal function: Director of companies | |||
|---|---|---|---|
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 | ||
Number of BNP Paribas shares held(1): 1,000 Business address: 16 boulevard des Italiens 75009 PARIS FRANCE | |||
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 | |||
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) | |||
2024: Director: BNP Paribas |
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(*) Listed company. | |||
Michel TILMANT (until 13 May 2025) Principal function: Director of companies | |||
|---|---|---|---|
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 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 Other(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: 10 rue du Moulin 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) | |||
2024: 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 | 2023: 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 |
(*) 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 | 2026 (AGM called to approve the 2025 financial statements) | 2027 (AGM called to approve the 2026 financial statements) | 2028 (AGM called to approve the 2027 financial statements) |
|---|---|---|---|
J. Lemierre | ✓ |
|
|
J.-L. Bonnafé |
|
| ✓ |
J. Aschenbroich | ✓ |
|
|
J. Brisac(i) |
| ✓ |
|
V. Chort |
|
| ✓ |
M. Cohen | ✓ |
|
|
H. Epaillard(ii) |
| ✓ |
|
V. Lepoultier(iii) |
| ✓ |
|
L. Logghe |
|
| ✓ |
M.-C. Lombard |
| ✓ |
|
B. de Mazières |
|
| ✓ |
C. Noyer |
| ✓ |
|
N. Peter |
|
| ✓ |
G. Poupard |
|
| ✓ |
D. Schwarzer | ✓ |
|
|
A. Straathof |
| ✓ |
|
| |||
Yann GÉRARDIN Principal function: Chief Operating Officer of BNP Paribas | |||
|---|---|---|---|
Date of birth: 11 November 1961 Nationality: French | Offices(1) held under the principal function BNP Paribas(*), Chief Operating Officer and Executive Chairman of the division Corporate and Institutional Banking (CIB) | ||
Number of BNP Paribas shares held(1): 169,612(2) Business address: 16 boulevard des Italiens 75009 PARIS FRANCE | |||
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) | |||
2024: Chief Operating Officer: BNP Paribas | 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 | Offices(1) held under the principal function BNP Paribas(*), Chief Operating Officer, Head of Commercial, Personal Banking & Services (CPBS) 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 Other(1) European Payments Initiative, director | ||
Number of BNP Paribas shares held(1): 20,599(2) Business address: 16 boulevard des Italiens 75009 PARIS FRANCE | |||
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) | |||
2024: 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 | 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 (until 13 May 2025) Principal function: Director of companies |
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|---|---|---|---|---|
Date of birth: 3 July 1957 Nationality: French Start and end dates: 1 October 2024 - 13 May 2025 | Other(1) International Finance Facility for Immunisation, member of the Board of directors and Chairman of the Audit Committee Agence France Trésor, member of the Strategic Committee |
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Business address: 16 boulevard des Italiens 75009 PARIS FRANCE |
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Education École Nationale d’Administration Graduate of HEC Paris Master’s Degree (DEA) in Law from the University of Paris I Panthéon Sorbonne |
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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 13 May 2025 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 updates in 2021 and 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 General 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 General 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, and specify its powers.
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). 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. The Board of directors may also be assisted by any ad hoc committee.
Neither the members of the General Management nor the Chairman of the Board of directors have been members of a Specialised committee since 1997.
As far as the Board of directors 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 were adopted by the Board of directors and are included in this report.
Each Specialised committee takes into account the expertise of its members 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 2025:
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, at all times, to demonstrate integrity, and to have independence of mind, 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 General 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 Chief Executive Officer and provides him with assistance and advice while respecting his executive responsibilities. The Chairman organises his activities so as to ensure his availability and put his experience at 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 General 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 reputation 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.
The Chairman 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 Meetings 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 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).
On the proposal of the Board of directors, the Shareholders' Annual General Meeting of 13 May 2025 renewed the terms of office as director for three years of Mr. Jean-Laurent Bonnafé and Ms. Lieve Logghe, appointed Ms. Valérie Chort as an independent director to replace Ms. Marion Guillou, whose term of office expired at the end of the Annual General Meeting, appointed Mr. Bertrand de Mazières as an independent director to replace Mr. Michel Tilmant, whose term of office expired at the end of the Annual General Meeting, and appointed Mr. Nicolas Peter and Mr. Guillaume Poupard as independent directors.
Appointed as a non-voting director by the Board of directors from 1 October 2024, Mr. Bertrand de Mazières attended the meetings of the Board of directors in an advisory capacity, as well as the meetings of the Financial Statements Committee and the Internal Control, Risk Management and Compliance Committee, until his appointment as an independent director on 13 May 2025.
At 31 December 2025:
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 | Valérie CHORT | Monique COHEN | Hugues EPAILLARD | Vanessa LEPOULTIER | Lieve LOGGHE | Marie-Christine LOMBARD | Bertrand de MAZIÈRES | Christian NOYER | Nicolas PETER | Guillaume POUPARD | Daniela SCHWARZER | Annemarie STRAATHOF | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
7 | No variable compensation 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. | N.A. | N.A. |
8 | Major shareholder status | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
✓ Represents an independence criterion of the Afep-ME 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 (85%) are therefore independent in terms of the criteria for independence contained in the Afep-MEDEF Code and of 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 combatting 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(7).
Thus, at 31 December 2025:
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) | 75 | M | French |
| Banking/Finance Risks/Regulation monitoring International business operations Governance CSR Geopolitics AML/CFT | 2026 |
Jean-Laurent BONNAFÉ (Director and Chief Executive Officer) | 64 | M | French |
| Banking/Finance Risks/Regulation monitoring International business operations Governance CSR AML/CFT | 2028 |
Jacques ASCHENBROICH | 71 | M | French |
| International business operations Governance Transformation CSR Digital/Cybersecurity | 2026 |
Juliette BRISAC (Director representing employee shareholders) | 61 | F | French |
| Banking/Finance Risks/Regulation monitoring CSR | 2027 |
Valérie CHORT | 62 | F | Canadian |
| Banking/Finance CSR AML/CFT | 2028 |
Monique COHEN | 69 | F | French |
| Banking/Finance Risks/Regulation monitoring CSR AML/CFT | 2026 |
Hugues EPAILLARD (Director representing employees) | 59 | M | French |
| Organisation representing employees | 2027 |
Vanessa LEPOULTIER (Director representing employees) | 42 | F | French |
| Organisation representing employees | 2027 |
Lieve LOGGHE | 57 | F | Belgian |
| Banking/Finance International business operations Governance Transformation | 2028 |
Marie-Christine LOMBARD | 67 | F | French |
| Banking/Finance International business operations Governance Transformation Digital/Cybersecurity | 2027 |
Bertrand de MAZIÈRES | 68 | M | French |
| Banking/Finance Risks/Regulation monitoring AML/CFT Governance | 2028 |
Christian NOYER | 75 | M | French |
| Banking/Finance Economy/Monetary policies Risks/Regulation monitoring International business operations AML/CFT | 2027 |
Nicolas PETER | 63 | M | German |
| Finance International business operations Governance Transformation CSR | 2028 |
Guillaume POUPARD | 53 | M | French |
| Digital/Cybersecurity Transformation Risks/Regulation monitoring | 2028 |
Daniela SCHWARZER | 52 | F | German |
| Economy/Monetary policies CSR Geopolitics AML/CFT | 2026 |
Annemarie STRAATHOF | 63 | F | Dutch |
| Banking/Finance Risks/Regulation monitoring AML/CFT | 2027 |
| ||||||
Furthermore, the additional information referred to in the Afep-MEDEF Code on employees are indicated in sections 7.1.4 “Significant actions in the area of gender equality” and 7.2 "The system concerning employees of this document".
BNP Paribas complies with the rules referred to in article L.22-10-10, 2° bis of the French Commercial Code relating to gender balance on the Board of directors(13). Its composition complies with article L.225-18-1 of the French Commercial Code and it was not necessary to make provisional appointments under article L.225-24, paragraph 4 of the French Commercial Code in order to achieve said balance.
As far as the Board of directors is aware, there are no proven conflicts of interests between BNP Paribas and any of the directors. The Suitability policy requires directors, in any case, 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 of directors is aware, none of its 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 of directors is aware, no member has been subject to any official public accusation and/or sanction and no director has been prohibited from performing his or her duties 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 of director’s Specialised committees and the minutes of Board of directors meetings using a dedicated 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.
Specialised committee meetings provide an opportunity to update the directors on the topical issues on the agenda. In addition, the Board of directors 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. The Board of directors, therefore, prepares a training programme for new directors. In addition, 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 the fields of banking and finance, accounting and prudential, the 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) and digital transformation (e.g. digital assets and blockchain; fintech partnerships and investments; artificial intelligence). [sustainability statements]
In 2025, the directors received training on (i) BNP Paribas' activities in the Netherlands, (ii) the principles for risk data aggregation and risk reporting (BCBS 239), (iii) the BNP Paribas Group's philanthropy in 2024, (iv) the European Digital Operational Resilience Act, (v) artificial intelligence, (vi) the Code of conduct and (vii) financial security (sanctions and embargoes, anti-money laundering and combatting the financing of terrorism, fight against corruption and influence peddling). It was also an opportunity for directors to meet with the relevant managers in the Group.
In 2025, one of the directors representing employees completed a training course leading to certification as a corporate 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% |
V. CHORT(1) | 100% | 100% | 100% |
M. COHEN | 100% | 100% | 100% |
H. EPAILLARD | 100% | 100% | 100% |
M. GUILLOU(2) | 100% | 67% | 83% |
V. LEPOULTIER | 100% | 90% | 96% |
M.-C. LOMBARD | 92% | 100% | 94% |
L. LOGGHE | 100% | 100% | 100% |
B. de MAZIÈRES(3) | 100% | 63% | 80% |
C. NOYER | 100% | 92% | 95% |
N. PETER(4) | 100% | 80% | 92% |
G. POUPARD(5) | 100% | 100% | 100% |
D. SCHWARZER | 100% | 95% | 97% |
A. STRAATHOF | 100% | 100% | 100% |
M. TILMANT(6) | 100% | 100% | 100% |
Average | 99% | 93% | 97% |
| |||
Pursuant to Article 3.3.6. of the Internal Rules of the Board of Directors, it is specified that Mr. Michel Pébereau, appointed Honorary Chairman by the Board of directors on 1 December 2011 and whose term of office as a director expired on 13 May 2015, was invited in this capacity to participate in the meetings of the Board of directors held since that date.
The Board of directors, which determines BNP Paribas’ strategy and overall business objectives based on proposals submitted by the General Management and with the aim of promoting long-term value creation in light of social and environmental issues:
Representatives of the SSM and the ACPR attended the Board of directors' meetings of 25 March 2025 and 16 December 2025, during which they presented their priorities in terms of supervision and discussed with the directors.
The Board of directors met on 15 December 2025 for an annual strategic seminar devoted, amongst other things, to the execution of the GTS 2025 Plan, the issues faced by the business lines within Commercial, Personal Banking & Services, Corporate & Institutional Banking and Investment & Protection Services, and initiatives in terms of technology and operational performance.
In addition to the assessments of the performance and compensation of the executive corporate officers, which were discussed outside their presence, six meetings of directors were held in the form of "executive sessions" on the Group's challenges and operations, four of which were a follow-up to the training sessions provided during the year, during which the directors were able 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 General 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 2024; it recommended its approval by the Board of directors.
The Board:
The Financial Statements Committee:
The Board:
The Financial Statements Committee took note of the engagement letters for each of these missions for the year ended 31 December 2025.
It received their annual certificate of independence from the Statutory Auditors.
It was informed of the conclusions of the independence analyses relating to the assignments provided by Deloitte & Associés, Ernst & Young et Autres and BDO to AXA Investment Managers.
In the absence of the Statutory Auditors, the Financial Statements Committee:
The Financial Statements Committee:
The Board:
The Financial Statements Committee and the Internal Control, Risk Management and Compliance Committee jointly:
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:
At each of its meetings, the Internal Control, Risk Management and Compliance Committee was informed of the points of concern of the Heads of the RISK, Compliance and LEGAL Functions in relation to current events.
The Internal Control, Risk Management and Compliance Committee and the Corporate Governance, Ethics, Nominations and CSR Committee, meeting jointly, examined the continued operational integration of ESG risk factors into the risk management framework, as well as the progress made following the ECB's thematic mission on the management of climate and environmental risks.
The Board was informed of all the ad hoc work of the Committee.
The Internal Control, Risk Management and Compliance Committee:
The Board:
The Internal Control, Risk Management and Compliance Committee interviewed the Heads of the RISK, Compliance and LEGAL Functions and asked them the questions it considered necessary, without the presence of General Management.
The Board heard the Heads of the RISK, Compliance and LEGAL Functions during the report on their interviews.
The Corporate Governance, Ethics, Nominations and CSR Committee:
The Board:
The Corporate Governance, Ethics, Nominations and CSR Committee:
The Board:
The Corporate Governance, Ethics, Nominations and CSR Committee:
The Board approved the action plan following the 2024 assessment.
The Corporate Governance, Ethics, Nominations and CSR Committee, in accordance with its powers, reviewed 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 metrics, including those related to respect for people and customer perception, as well as the results of the Conduct survey conducted among Group employees.
Prior to the Board of director’s approval of the allocation of compensation to each director as well as the non-voting director for 2025, the Corporate Governance, Ethics, Nominations and CSR Committee reviewed the actual attendance of each director and the non-voting director at the Board and Specialised committee meetings in 2025.
The Corporate Governance, Ethics, Nominations and CSR Committee:
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 2024
In respect of the year 2025
In respect of the year 2026
The Board:
The rules concerning:
are set by the statutory and regulatory provisions, the Company’s Articles of association, and these Internal Rules of the Board of directors (in addition to the Policy on the suitability of Members of the management body and Key function holders and the Policy in terms of succession 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 four Specialised committees:
as well as by any ad hoc committees.
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 Company.
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 General 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 Company. This Code of conduct, 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 of directors ensures the General Management implements this Code of conduct 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 on the organisation, methods and procedures used and on the work programme of these functions within the Group, without the presence of the General Management.
The Head of LEGAL is also interviewed once a year by the Internal Control, Risk Management and Compliance Committee without the presence of the General Management.
The Heads of RISK, Compliance, LEGAL and Inspection Générale participate in the Board of directors’ meeting during which the Chairman of the relevant Specialised committee reports on their annual hearing. During this meeting, they 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 Board of directors 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 Specialised 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 of directors assesses the effectiveness of 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 shall meet as often as circumstances or BNP Paribas' interest require this.
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 of directors’ meetings and puts 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 Board of directors’ 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 and, where applicable, a deputy, is authorised by the Board of directors to issue and certify copies or extracts of the Board minutes. Each set of Board of directors’ 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, a Chief Operating Officer, or by any special representative appointed by the Board of directors.
Directors taking part in the Board of directors’ meeting by telecommunications 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 maintains a close and trusting relationship with the Chief Executive Officer and provides him with assistance and 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 General Management, he can represent the Group in its high level relationships, and particularly with major clients, public authorities and institutions at national, European and international levels.
He ensures that the quality of relations with shareholders is maintained, in close coordination with the work of the General 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 kept regularly informed by the Chief Executive Officer and other members of the General Management of significant events and situations relating to the business of the Group, in particular: deployment of the strategy, organisation, investment and disinvestment projects, financial transactions, risks, financial statements, sustainability 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 of directors and its Specialised 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 of directors and of the Specialised committees in an advisory capacity.
The Statutory Auditors attend the meetings of the Board of directors and Financial Statements Committee that examine or approve the annual or interim financial statements, and those that examine and adopt the report on the sustainability information. They also attend the joint meetings of the Financial Statements Committee and the Internal Control, Risk Management and Compliance Committee. They may attend other Board of directors and/or and Specialised committee meetings when deemed necessary by the Chairman of the Board.
The Board of directors may decide to invite one or more persons to attend, in whole or in part, one of its meetings.
The Secretary of the CSEC attends the meetings of the Board of directors in an advisory capacity.
The Secretary of the Board is appointed by the Board of directors and, together with his/her deputy, attends the meetings of the latter.
The Board of directors may appoint one or more natural persons who are former Chairpersons of the Board of directors as "Honorary Chairman" on an honorary basis. This appointment is made taking into account both the personality and the contribution to the development of BNP Paribas.
If the Honorary Chairman is not or is no longer a director, he or she may be invited to participate in the meetings of the Board of directors, as necessary, in an advisory capacity. In such a case, the Honorary Chairman is subject to the same rules as directors.
The position of Honorary Chairman does not give rise to the payment of any compensation. If he/she is also a director, the Honorary Chairman receives director's compensation, in accordance with the rules set out in Article 5 of these Internal Rules.
At the request of the Chairman or the Chief Executive Officer, the Honorary Chairman may be asked to share his/her experience and speak to BNP Paribas teams. He/she may also be called upon to represent BNP Paribas, particularly before government bodies or national or international institutions, and to participate in major events organised by BNP Paribas.
The Board of directors may ask the Company to provide the Honorary Chairman with logistical resources (office, secretary, car) enabling him/her to carry out his/her duties. Reasonable travel expenses incurred by the Honorary Chairman are reimbursed upon presentation of the corresponding supporting documents.
Each year, the Honorary Chairman's participation in meetings of the Board of directors is mentioned in the report on the Company's corporate governance.
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 the 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 of directors, 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 of directors or any person who has received the documentation is responsible not only for the tools 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.
With the support of the Corporate Governance, Ethics, Nominations and CSR Committee, the Board of directors prepares a training programme for new directors.
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 of directors in accordance with the regulations in force.
Each director must personally hold at least 1,000 BNP Paribas 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 of directors in accordance with the Policy on 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 of directors is bound by an obligation of absolute confidentiality about the content of the discussions and decisions of the Board of directors and of its Specialised 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 director as well as persons with close connections with him/her are under the obligation to declare to the Autorité des marchés financiers – AMF, which ensures the publication thereof, and to BNP Paribas, any transactions that they carry out in excess of the annual threshold set by the AMF in BNP Paribas shares and related financial instruments.
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 the number of 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 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 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 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 compensation given to the directors is determined by the Shareholders' Annual General Meeting.
The individual amount of compensation 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 participate in meetings of the Board of directors by telecommunication means.
Actual participation in the Specialised committees entitles committee members to additional compensation, the amount of which may differ depending on the Specialised committees. Members receive this additional compensation for their participation in each different Specialised committee. The Chairpersons of Specialised committees also receive additional compensation.
The compensation 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 Specialised committees have the knowledge and skills suited to carry out of the missions of the Specialised committees in which they participate.
The Remuneration Committee includes at least one director representing the employees.
The remits of the Specialised committees 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 Specialised 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 of directors, the Internal Control, Risk Management and Compliance Committee, the Remuneration Committee, and the Corporate Governance, Ethics, Nominations and CSR Committee may, in accordance with the provisions of article L.511-91 of the French Monetary and Financial Code, ensure their missions for the companies of the Group under the supervision of the regulator on a consolidated or sub-consolidated basis.
The Specialised committees shall meet as often as necessary.
The Specialised committees 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.
The Specialised committees issue opinions intended for the Board of directors. The Chairmen of committees, or in case of their impediment another member of the same Specialised committee, present a verbal summary of their work at the next Board of directors’ meeting.
Written reports of Specialised 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 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 reviews 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 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 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 sustainability information.
In this context, the 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 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 General 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 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 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 Committee devotes part of a meeting to a discussion with the team of Statutory Auditors, without any member of the Company’s General 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 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 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 Committee examines the Statutory Auditors’ programme of involvement in the certification of information on sustainability, their recommendations and their follow-up.
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 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 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 General 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 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 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 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.
It 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 of directors.
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 ensures 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 receives, 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 do not attend all or part of the meeting dealing with their fees or their re-appointment, or when the Committee is dealing with specific issues of interest to a member of their staff.
The Committee is tasked with reviewing the internal audit plan for the coming year, prepared by 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 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 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 Inspecteur Générale raises a specific point that cannot be resolved in the context of his day-to-day interactions with the General Management, the Chairman of the Board of directors 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 General 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 General Management informs the Chairman of the Board of directors and the Chairman of the Committee, who can decide to convene the Committee or to request the convening of the Board of directors.
Without prejudice to the missions of the Remuneration Committee, the Committee examines whether the incentives provided for by the policy and the compensation 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 General 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 or of outside experts.
The Financial Statements Committee and the Internal Control, Risk Management and Compliance Committee meet several times a year.
In this context, the members of these Committees:
This joint meeting is 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. 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 and an Honorary Chairman.
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 of the Chairman, the executive officers, 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, the Chief Executive Officer and the Chief Operating Officer(s) pursuant to the Policy on the suitability of Members of the management body and Key function holders.
it prepares and updates the Succession policy which is adopted by the Board of directors, and which defines the principles and terms governing the succession of the Chairman, the Chief Executive Officer and the Chief Operating Officer(s), in accordance with the provisions of 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 General 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, as well as the attendance of the members, 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 compensation, in particular that which has an effect on risk and the management of risks.
The Committee makes an annual examination:
The committee is also informed of the annual variable compensation by operating division.
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 compensation 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 compensation, 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 compensation 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 Inspection Générale, 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, as well as any other person the Board of directors deems necessary.
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 performing 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 so decides, 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 prepares and updates the policy concerning successions adopted by the Board of directors, which defines the principles and procedures governing notably the succession of the Chairman of the Board of directors, in accordance with the provisions of the present guidelines.
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 prepares and updates the policy concerning successions adopted by the Board of directors, which defines the principles and procedures governing notably the successions of the Chief Executive Officer and Chief Operating Officer(s), in accordance with the provisions of the present guidelines.
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 committees.
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 Specialised 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, the CGEN shall develop a training programme for new directors, approved by the Board of directors. 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 94 to 101.
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 102 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 108 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 13 May 2025, 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 Board of directors observed that the compensation of the Chairman of the Board of directors of BNP Paribas has remained unchanged since 1 December 2014, when the Board of directors appointed Mr. Jean Lemierre as Chairman of the Board of directors and decided that he would receive a fixed annual compensation of EUR 950,000 gross.
As part of its considerations, the Board acknowledged an intensification, over the course of time, of the workload of the Chairman, both within the Board and in terms of the representativeness of the Bank, whether internally or externally, in international bodies and vis-à-vis the Group’s major clients.
The Board of directors has analysed his compensation in light of the evolution of inflation and of the compensation of BNP Paribas SA employees based in France since 2014.
The Board noted that:
The Board also reviewed the compensation of the chairmen of the main financial insitutions, as well as that of the chairmen of the CAC 40.
Considering all these elements, the Board proposes a revaluation of the Chairman fixed annual compensation corresponding to approximatively half of the capitalised drift of inflation between 2014 and 2025.
He noted that such an increase in the fixed annual compensation of Mr. Jean Lemierre would still place him below the third quartile in the panel of his European peers (Barclays, Crédit Agricole, Deutsche Bank, HSBC, Intesa SanPaolo, Société Générale, UBS and Unicredit).
Thus, the Board proposes, subject to approval by the General Assembly on 12 May 2026, an increase in the fixed remuneration of the Chairman of the Board of directors of BNP Paribas, to bring it to EUR 1,100,000 gross, effective from 1 January 2026.
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 of 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 plans) 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, amounted to EUR 2,300,000 gross at 31 December 2025.
The last increase in the fixed annual compensation of the Chief Executive Officer, effective from 1 January 2025, was decided by the Board of directors and approved by Annual General Meeting of 13 May 2025. The Board of directors had noted the key role of the Chief Executive Officer in the performance of the Bank, its solid financial structure, the confirmation of its leadership position in Europe, as well as the level of the Chief Executive Officer’s compensation significantly below the average of his counterparts compared to the other European banks.
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 3rd in terms of net income, Group share for the 2024 financial year, the total compensation of the Chief Executive Officer is in 10th position out of 11 and is significantly lower than the median of the situations observed.
The fixed annual compensation of the Chief Operating Officers amounts respectively 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. The Board of directors proposes to set this target remuneration equal to 120% 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 scopes 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.
The achievement rates for objective-based quantitative criteria are determined as follows :
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 scope of responsibility for the year compared to the previous year | |
N/A | 18.75% | Achievement of budgeted gross operating income of the scope 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 scope of responsibility of each of the Chief Operating Officers.
In any case:
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(19) 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.
The payment terms for the variable compensation of the corporate officers of BNP Paribas Group, in accordance with the provisions of the Monetary and Financial Code and the EBA Guidelines on remuneration policies, are as follows:
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 13 May 2025.
Directors | Amounts paid in 2024 in respect | Amounts paid in 2025 |
|---|---|---|
Aschenbroich Jacques | 163,777 | 145,006 |
Bonnafé Jean-Laurent | 76,777 | 77,391 |
Brisac Juliette | 111,033 | 114,586 |
De Chalendar Pierre André(1) | 71,254 | N/A |
CHORT Valérie(2) | N/A | 81,656 |
Cohen Monique | 187,485 | 164,450 |
Epaillard Hugues(3) | 147,247 | 137,307 |
Guillou Marion(4) | 130,065 | 35,344 |
Lemierre Jean | 76,777 | 77,391 |
LEPOULTIER Vanessa(3)(5) | 95,872 | 111,782 |
Logghe Lieve | 130,391 | 144,176 |
LOMBARD Marie-Christine(6) | 97,206 | 103,238 |
De MAZIÈRES Bertrand(2) | N/A | 82,137 |
Noyer Christian | 147,356 | 178,070 |
PETER Nicolas(2) | N/A | 77,444 |
POUPARD Guillaume(2) | N/A | 79,369 |
Schwarzer Daniela | 179,220 | 157,197 |
STRAATHOF Annemarie(7) | 84,223 | 132,693 |
Tilmant Michel(8) | 139,961 | 46,105 |
Verrier Sandrine(3)(9) | 11,356 | N/A |
TOTAL | 1,850,000 | 1,945,342 |
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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 27,000 | EUR 3,800/meeting |
Directors resident outside of France | EUR 27,000 | EUR 5,000/meeting(2) |
Chairmen of a Specialised committee: CGEN and Remuneration Committee |
| EUR 6,500/meeting |
Members of CGEN and Remuneration Committee |
| EUR 3,500/meeting |
Chairmen of a Specialised Committee: CCIRC, Financial Statements Committee and joint session |
| EUR 6,700/meeting |
Members of the CCIRC, Financial Statements Committee and 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 2025, 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 4 February 2026, 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 40.33% for 2025 (20.17% 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 37.11% for 2025 (18.55% 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:
| 2024 | 2025 | Variation | Application to 37.5% of the target annual variable compensation |
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Net earnings per share | 9.57 | 10.29 | 7.55% | 40.33% |
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Gross operating income | 2025 Budget(1): EUR 20,060 million | Achieved: EUR 19,849 million | -1.05% | 37.11% |
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| 2024 | 2025 | Variation | Application to 18.75% of the target annual variable compensation |
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Net earnings per share | 9.57 | 10.29 | 7.55% | 20.17% |
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Gross operating income | 2025 Budget(1): EUR 20,060 million | Achieved: EUR 19,849 million | -1.05% | 18.55% |
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Scope of responsibility – CIB |
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Net income before tax | EUR 7,418 million(2) | EUR 7,506 million | 1.19% | 18.97% |
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Gross operating income | 2025 Budget(1): EUR 7,705 million | Achieved: EUR 7,936 million | 3.00% | 19.31% |
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Net income before tax | EUR 7,034 million(2) | EUR 7,812 million | 11.06% | 20.82% |
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Gross operating income | 2025 Budget(1): EUR 10,992 million | Achieved: EUR 11,031 million | 0.36% | 18.82% |
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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 criterion has been met given the significant achievements in 2025 regarding environmental and social issues.
In 2025, BNP Paribas continued its actions in terms of sustainable finance. All of the Group's activities contributed to financing the energy and ecological transition in all sectors of the economy, and have worked towards financial and social inclusion. This has resulted in notable results and highlights.
BNP Paribas was ranked first worldwide for the third consecutive year in terms of sustainable bonds and loans in 2025 according to Dealogic with USD 69 billion. The International Financing Review (IFR) magazine awarded the Sustainable Finance House of the Year award for 2025 to the Group for the third consecutive year. And, for the twelfth consecutive year, BNP Paribas has been named one of the 100 most sustainable companies in the world according to Corporate Knights magazine.
In accordance with the European Corporate Sustainability Reporting Directive (CSRD), the Group published its first sustainability statements in March 2025.
On enabling its clients to transition to a low-carbon economy:
On sustainable investment activities:
With regard to actions to promote the circular economy and the protection of biodiversity, particularly the ocean and coastal ecosystems:
On actions in favour of employees:
On actions in favour of financial and social inclusion:
The criterion related to the Group’s CSR positioning compared to its peers in the non-financial performance rankings of the FTSE and S&P Global Corporate Sustainability Assessment agencies has been achieved: BNP Paribas is in the 1st quartile of the Banks sector of the two aforementioned agencies.
In addition, it is proposed, for the 2026 financial year, to retain the two rating agencies, FTSE and S&P Global Corporate Sustainability Assessment, for the measurement of the annual variable compensation awarded under this second criterion of the CSR portion.
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 2025 for the Chief Executive Officer and the Chief Operating Officers.
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Weighting | 5.00% | 5.00% | 5.00% |
|
|
|
|
|
|
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 2025, the Board of directors took into consideration and deemed that Mr. Jean-Laurent Bonnafé, as Chief Executive Officer, had satisfied 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 2025 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 2025 | 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% |
|
| 15.00% | 10.00% |
|
|
Measurement(1) | 40.33% | 37.11% |
|
| 15.00% | 10.00% | 2,356,120 | 2,300,000 | |
Yann GÉRARDIN | Weighting(1) | 18.75% | 18.75% | 18.75% | 18.75% | 15.00% | 10.00% |
|
|
Measurement(1) | 20.17% | 18.55% | 18.97% | 19.31% | 15.00% | 10.00% | 1,836,000 | 1,800,000 | |
Thierry LABORDE | Weighting(1) | 18.75% | 18.75% | 18.75% | 18.75% | 15.00% | 10.00% |
|
|
Measurement(1) | 20.17% | 18.55% | 20.82% | 18.82% | 15.00% | 10.00% | 1,116,288 | 1,080,000 | |
| |||||||||
The Board of directors noted that this performance condition was met in 2025; accordingly, deferred compensation payable in 2026 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 2026.
The amount awarded under the LTIP is equal to the target annual variable compensation for 2025.
LTIP awarded on 4 February 2026 (in euros) | Awarded amount(1) | Fair value of the awarded amount(2) |
|---|---|---|
Jean-Laurent Bonnafé | 2,300,000 | 915,630 |
Yann Gérardin | 1,800,000 | 716,580 |
Thierry Laborde | 1,080,000 | 429,948 |
| ||
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 50.95% 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 1.78 for the Chief Executive Officer Mr. Jean-Laurent Bonnafé, 1.77 and 1.78 respectively for Messrs. Yann Gérardin and Thierry Laborde as Chief Operating Officers for 2025.
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 | 77,391 (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 |
|
Stock options awarded during the period | None |
|
Performance shares awarded during the year | None |
|
Benefits in kind | 5,888 | Mr. Jean Lemierre has a company car. |
TOTAL | 1,033,279 |
|
|
| Amounts paid in 2025 |
|---|---|---|
|
| None |
| Amounts | Comments |
|---|---|---|
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 | 5,040 | This amount corresponds to the contributions paid in 2025 under the defined-contribution pension plan (Mandatory Retirement Savings Plan [PERO]) set up for all BNP Paribas (SA) employees. |
Welfare benefit and healthcare plans | 4,507 | This amount corresponds to the contributions paid in 2025 under (i) the disability, invalidity and death, and healthcare flexible insurance plans, as well as guarantees from the BNP Paribas Group Mutual Insurance for health care coverage under the terms applicable to all 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 | 2,300,000 (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, effective from 1 January 2025 was proposed by the Board of directors and approved by the Annual General Meeting of 13 May 2025 |
Annual variable compensation(1) | 2,356,120 | 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 2025 at EUR 2,356,120:
The ratio between the annual fixed compensation and variable compensation, as required under the French Commercial Code, is 102.44%. |
Conditional long-term incentive plan (fully deferred for a period of five years) | 915,630 | The fair value of the LTIP awarded to Mr. Jean-Laurent Bonnafé on 4 February 2026 with respect to 2025 amounts to EUR 915,630. 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 | 77,391 | Mr. Jean-Laurent Bonnafé receives compensation for his term of his directorship at BNP Paribas (SA). |
Extraordinary compensation | None |
|
Stock options awarded during the period | None |
|
Performance shares awarded during the year | None |
|
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 2025 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 | 5,655,408 |
|
| ||
(In euros) | Submission date to the AGM and resolution number | Amounts paid in 2025 |
|---|---|---|
Annual variable remuneration |
| 1,936,327 |
Including partial payment of the annual variable compensation in respect of 2024 | 13 May 2025 18th resolution | 387,325 |
Including partial payment of the annual variable compensation in respect of 2023 | 14 May 2024 18th resolution | 509,151 |
Including partial payment of the annual variable compensation in respect of 2022 | 16 May 2023 15th resolution | 247,217 |
Including partial payment of the annual variable compensation in respect of 2021 | 17 May 2022 15th resolution | 220,873 |
Including partial payment of the annual variable compensation in respect of 2020 | 18 May 2021 15th resolution | 205,678 |
Including partial payment of the annual variable compensation in respect of 2019 | 19 May 2020 16th resolution | 231,483 |
Including partial payment of the annual variable compensation in respect of 2018 | 23 May 2019 14th resolution | 134,600 |
Conditional long-term incentive plan | 19 May 2020 16th resolution | 1,015,300 |
| 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 101 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 | 5,040 | This amount corresponds to the contributions paid in 2025 under the defined-contribution pension plan (Mandatory Retirement Savings Plan [PERO]) set up for all BNP Paribas (SA) employees. |
Welfare benefit and healthcare plans | 4,507 | This amount corresponds to the contributions paid in 2025 under (i) the disability, invalidity and death and healthcare flexible insurance plans, as well as guarantees from the BNP Paribas Group Mutual Insurance for health care coverage under the terms applicable to all 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) | 1,836,000 | 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 2025 at EUR 1,836,000:
The ratio between the annual fixed compensation and variable compensation, as required under the French Commercial Code, is 102.00%. |
Conditional long-term incentive plan (fully deferred for a period of five years) | 716,580 | The fair value of the LTIP awarded to Mr. Yann GÉRARDIN on 4 February 2026 with respect to 2025 amounts to EUR 716,580. 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 2025 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 | 4,353,940 |
|
| ||
(In euros) | Submission date to the AGM and resolution number | Amounts paid in 2025 |
|---|---|---|
Annual variable remuneration |
| 1,136,161 |
Including partial payment of the annual variable compensation in respect of 2024 | 13 May 2025 19th resolution | 382,140 |
Including partial payment of the annual variable compensation in respect of 2023 | 14 May 2024 19th resolution | 414,604 |
Including partial payment of the annual variable compensation in respect of 2022 | 16 May 2023 16thresolution | 205,021 |
Including partial payment of the annual variable compensation in respect of 2021 | 17 May 2022 17th resolution | 134,396 |
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 | 5,040 | This amount corresponds to the contributions paid in 2025 under the defined-contribution pension plan (Mandatory Retirement Savings Plan [PERO]) set up for all employees of BNP Paribas (SA). |
Welfare benefit and healthcare plans | 4,507 | This amount corresponds to the contributions paid in 2025 under (i) the disability, invalidity and death and healthcare flexible insurance plans, as well as guarantees from the BNP Paribas Group Mutual Insurance for health care coverage under the terms applicable to al 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) | 1,116,288 | 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 2025 at EUR 1,116,288;
The ratio between the annual fixed compensation and variable compensation, as required under the French Commercial Code, is 103.36%. |
Conditional long-term incentive plan (fully deferred for a period of five years) | 429,948 | The fair value of the LTIP awarded to Mr. Thierry LABORDE on 4 February 2026 with respect to 2025 amounts to EUR 429,948. 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 | 9,628 | Mr. Thierry LABORDE has a company car. This amount also includes the employer contribution of EUR 1,360 paid by BNP Paribas (SA) for 2025 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 | 2,635,864 |
|
| ||
(In euros) | Submission date to the AGM and resolution number | Amounts paid in 2025 |
|---|---|---|
Annual variable remuneration |
| 665,067 |
Including partial payment of the annual variable compensation in respect of 2024 | 13 May 2025 20th resolution | 218,074 |
Including partial payment of the annual variable compensation in respect of 2023 | 14 May 2024 20th resolution | 244,758 |
Including partial payment of the annual variable compensation in respect of 2022 | 16 May 2023 17th resolution | 124,509 |
Including partial payment of the annual variable compensation in respect of 2021 | 17 May 2022 18th resolution | 77,726 |
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 | 5,040 | This amount corresponds to the contributions paid in 2025 under the defined-contribution pension plan (Mandatory Retirement Savings Plan [PERO]) set up for all employees of BNP Paribas (SA). |
Welfare benefit and healthcare plans | 4,507 | This amount corresponds to the contributions paid in 2025 under (i) the disability, invalidity and death and healthcare flexible insurance plans, as well as guarantees from the BNP Paribas Group Mutual Insurance for health care coverage under the terms applicable to al 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 2024 and 2025.
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 | ||||
2021 | 2022(1) | 2023(2) | 2024 | 2025 | |
Performance of the Company |
|
|
|
|
|
Net pre-tax income (in millions of euros) | 13,637 | 13,214 | 11,725 | 16,188 | 17,065 |
Evolution between N/N-1 | 39% | 6% | -11% | 38% | 5% |
Operating income (in millions of euros) | 12,199 | 12,564 | 11,236 | 15,437 | 16,296 |
Evolution between N/N-1 | 46% | 13% | -11% | 37% | 6% |
Net earnings per share (in euros) | 7.26 | 7.80 | 8.58 | 9.57 | 10.29 |
Evolution between N/N-1 | 37% | 7% | 10% | 12% | 8% |
Compensation of employees |
|
|
|
|
|
Average compensation (in thousands of euros) | 93 | 96 | 99 | 101 | 102 |
Evolution between N/N-1 | 6% | 3% | 2% | 2% | 1% |
Median compensation (in thousands of euros) | 59 | 62 | 66 | 67 | 68 |
Evolution between N/N-1 | 4% | 5% | 5% | 3% | 1% |
Chairman of the Board of directors |
|
|
|
|
|
Compensation of the Chairman of the Board of directors | 1,020 | 1,018 | 1,020 | 1,033 | 1,033 |
Evolution between N/N-1 | 1% | 0% | 0% | 1% | 0% |
Average compensation of employees ratio | 11 | 11 | 10 | 10 | 10 |
Evolution between N/N-1 | -5% | -3% | -2% | -1% | -1% |
Median compensation of employees ratio | 17 | 16 | 16 | 15 | 15 |
Evolution between N/N-1 | -3% | -5% | -5% | -1% | -1% |
Chief Executive Officer |
|
|
|
|
|
Compensation of the Chief Executive Officer (in thousands of euros) | 4,110 | 4,604 | 4,402 | 4,325 | 5,655 |
Evolution between N/N-1 | 9% | 12% | -4% | -2% | 31% |
Average compensation of employees ratio | 44 | 48 | 45 | 43 | 55 |
Evolution between N/N-1 | 3% | 8% | -7% | -4% | 29% |
Median compensation of employees ratio | 69 | 74 | 67 | 64 | 83 |
Evolution between N/N-1 | 6% | 7% | -9% | -4% | 30% |
Yann Gérardin, Chief Operating Officer(3) |
|
|
|
|
|
Compensation of the Chief Operating Officer (in thousands of euros) | 3,924 | 3,722 | 3,527 | 4,164 | 4,354 |
Evolution between N/N-1 |
| -5% | -5% | 18% | 5% |
Average compensation of employees ratio | 42 | 39 | 36 | 41 | 43 |
Evolution between N/N-1 |
| -8% | -7% | 15% | 3% |
Median compensation of employees ratio | 66 | 60 | 54 | 62 | 64 |
Evolution between N/N-1 |
| -10% | -10% | 15% | 4% |
Thierry Laborde, Chief Operating Officer(3) |
|
|
|
|
|
Compensation of the Chief Operating Officer (in thousands of euros) | 2,323 | 2,251 | 2,107 | 2,448 | 2,636 |
Evolution between N/N-1 |
| -3% | -6% | 16% | 8% |
Average compensation of employees ratio | 25 | 23 | 21 | 24 | 26 |
Evolution between N/N-1 |
| -6% | -9% | 14% | 6% |
Median compensation of employees ratio | 39 | 36 | 32 | 36 | 39 |
Evolution between N/N-1 |
| -8% | -11% | 13% | 7% |
| |||||
The provisions of the second paragraph of article L.225-45 of the French Commercial Code do not need to be applied in 2025.
The components below, relating to the compensation of corporate officers, reiterate some information already presented in this chapter. or complete them.
(In euros) | Jean-Laurent Bonnafé | Yann Gérardin | Thierry Laborde | |||
2024 | 2025 | 2024 | 2025 | 2024 | 2025 | |
Fixed compensation amount | 1,843,000 | 2,300,000 | 1,800,000 | 1,800,000 | 1,080,000 | 1,080,000 |
Annual variable compensation awarded | 1,936,624 | 2,356,120 | 1,910,700 | 1,836,000 | 1,090,368 | 1,116,288 |
Sub-total | 3,779,624 | 4,656,120 | 3,710,700 | 3,636,000 | 2,170,368 | 2,196,288 |
LTIP amount (fair value)(1) | 462,409 | 915,630 | 451,620 | 716,580 | 270,972 | 429,948 |
Total | 4,242,033 | 5,571,750 | 4,162,320 | 4,352,580 | 2,441,340 | 2,626,236 |
| ||||||
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 below 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) | 2024 | 2025 | |
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 | 76,777 | 77,391 | |
Benefits in kind(1) | 5,951 | 5,888 | |
Total | 1,032,728 | 1,033,279 | |
Jean-Laurent Bonnafé Chief Executive Officer | Fixed compensation | 1,843,000 | 2,300,000 |
Annual variable compensation | 1,936,624 | 2,356,120 | |
Conditional long-term incentive plan(2) | 462,409 | 915,630 | |
Value of stock options awarded during the year | None | None | |
Value of performance shares awarded during the year | None | None | |
Sub-total | 4,242,033 | 5,571,750 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | 76,777 | 77,391 | |
Benefits in kind(1) | 6,267 | 6,267 | |
Total | 4,325,077 | 5,655,408 | |
Yann Gérardin Chief Operating Officer | Fixed compensation | 1,800,000 | 1,800,000 |
Annual variable compensation | 1,910,700 | 1,836,000 | |
Conditional long-term incentive plan(2) | 451,620 | 716,580 | |
Value of stock options awarded during the year | None | None | |
Value of performance shares awarded during the year | None | None | |
Sub-total | 4,162,320 | 4,352,580 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 1,360 | 1,360 | |
Total | 4,163,680 | 4,353,940 | |
Thierry Laborde Chief Operating Officer | Fixed compensation | 1,080,000 | 1,080,000 |
Annual variable compensation | 1,090,368 | 1,116,288 | |
Conditional long-term incentive plan(2) | 270,972 | 429,948 | |
Value of stock options awarded during the year | None | None | |
Value of performance shares awarded during the year | None | None | |
Sub-total | 2,441,340 | 2,626,236 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 6,708 | 9,628 | |
Total | 2,448,048 | 2,635,864 | |
| |||
The table below shows the performance conditions attached to the conditional long-term incentive plan 2020.
| Performance LTIP 2020 |
|---|---|
Intrinsic share performance | 65% |
Portion of the awarded amount (as a percentage of the total awarded amount) | 50% |
Reference stock price for the award (i.e. average of BNPP stock prices from 4 February 2019 to 3 February 2020) | EUR 45.27 |
Reference stock price for the payment (i.e. average of BNPP stock prices from 4 February 2024 to 3 February 2025) | EUR 62.02 |
BNP Paribas stock price evolution | 36.98% |
Relevant tranche for the application of the applicable factor | ≥ 33% & < 50% |
Factor applied to the portion of the awarded amount | 130% |
Relative share performance | 0% |
Portion of the awarded amount (as a percentage of the total awarded amount) | 50% |
BNP Paribas stock price evolution | 36.98% |
Evolution of the value of the Euro STOXX Banks index | 54.36% |
Reference value for the award (i.e. average of the index values from 4 February 2019 to 3 February 2020) | 91.33 |
Reference value for the payment (i.e. average of the index values from 4 February 2024 to 3 February 2025) | 140.98 |
Performance gap between BNP Paribas stock and the Euro STOXX Banks index | -17.39% |
Relevant tranche for the application of the applicable factor | ≥ 0 point |
Factor applied to the portion of the awarded amount | 0% |
Total performance of the LTIP awarded in 2020 | 65% |
Amount awarded in February 2020 | EUR 1,562,000 |
amount paid in february 2025 | EUR 1,015,300 |
The tables below show the gross compensation paid in 2025, including compensation linked to directorships and benefits in kind, for each corporate officer.
(In euros) | 2024 | 2025 | |
|---|---|---|---|
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 | 76,777 | 77,391 | |
Benefits in kind(1) | 5,951 | 5,888 | |
Total | 1,032,728 | 1,033,279 | |
Jean-Laurent Bonnafé Chief Executive Officer | Fixed compensation | 1,843,000 | 2,300,000 |
Annual variable compensation | 1,913,825 | 1,936,327 | |
of which annual variable compensation in respect of 2024 | None | 387,325 | |
of which annual variable compensation in respect of 2023 | 375,530 | 509,151 | |
of which annual variable compensation in respect of 2022 | 556,739 | 247,217 | |
of which annual variable compensation in respect of 2021 | 221,671 | 220,873 | |
of which annual variable compensation in respect of 2020 | 206,502 | 205,678 | |
of which annual variable compensation in respect of 2019 | 232,430 | 231,483 | |
of which annual variable compensation in respect of 2018 | 223,626 | 134,600 | |
of which annual variable compensation in respect of 2017 | 97,327 | None | |
Conditional long-term incentive plan | 1,405,800(2) | 1,015,300(2) | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | 76,777 | 77,391 | |
Benefits in kind(1) | 6,267 | 6,267 | |
Total | 5,245,669 | 5,335,285 | |
Yann Gérardin Chief Operating Officer | Fixed compensation | 1,800,000 | 1,800,000 |
Annual variable compensation | 902,482 | 1,136,161 | |
of which annual variable compensation in respect of 2024 | None | 382,140 | |
of which annual variable compensation in respect of 2023 | 305,820 | 414,604 | |
of which annual variable compensation in respect of 2022 | 461,781 | 205,021 | |
of which annual variable compensation in respect of 2021 | 134,881 | 134,396 | |
Conditional long-term incentive plan | N/A | N/A | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 1,360 | 1,360 | |
Total | 2,703,842 | 2,937,521 | |
| |||
(In euros) | 2024 | 2025 | |
|---|---|---|---|
Paid amounts | Paid amounts | ||
Thierry Laborde Chief Operating Officer | Fixed compensation | 1,080,000 | 1,080,000 |
Annual variable compensation | 538,999 | 665,067 | |
of which annual variable compensation in respect of 2024 | None | 218,074 | |
of which annual variable compensation in respect of 2023 | 180,504 | 244,758 | |
of which annual variable compensation in respect of 2022 | 280,488 | 124,509 | |
of which annual variable compensation in respect of 2021 | 78,007 | 77,726 | |
Conditional long-term incentive plan | N/A | N/A | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind(1) | 6,708 | 9,628 | |
Total | 1,625,707 | 1,754,695 | |
The average tax and social contribution rate on this compensation is 34.2% in 2025 (compared to 33.5% for 2024).
| |||
(In euros) | 2024 | 2025 | |
|---|---|---|---|
Paid amounts | Paid amounts | ||
Yann Gérardin Chief Operating Officer | Fixed compensation | None | None |
Annual variable compensation(1) | 930,044 | 693,550 | |
of which annual variable compensation in respect of 2021 | 107,175 | 122,465 | |
of which annual variable compensation in respect of 2020 | 251,882 | 289,679 | |
of which annual variable compensation in respect of 2019 | 243,701 | 281,406 | |
of which annual variable compensation in respect of 2018 | 327,286 | None | |
Long-term compensation | 473,536 | 492,695 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind | None | None | |
Total | 1,403,580 | 1,186,245 | |
| |||
(In euros) | 2024 | 2025 | |
|---|---|---|---|
Paid amounts | Paid amounts | ||
Thierry Laborde Chief Operating Officer | Fixed compensation | None | None |
Annual variable compensation(1) | 196,186 | 172,790 | |
of which annual variable compensation in respect of 2021 | 37,074 | 42,362 | |
of which annual variable compensation in respect of 2020 | 64,471 | 74,142 | |
of which annual variable compensation in respect of 2019 | 48,571 | 56,286 | |
of which annual variable compensation in respect of 2018 | 46,070 | None | |
Long-term compensation | 473,536 | 492,695 | |
Extraordinary compensation | None | None | |
Compensation linked to the term of directorship | None | None | |
Benefits in kind | None | None | |
Total | 669,722 | 665,485 | |
| |||
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 shares were awarded during the year to corporate officers by the Company or any company in the Group.
No performance shares became available during the year for the corporate officers.
None.
None.
Valuation at award date | Reminder LTIP with respect to 2024 | LTIP with respect to 2025 |
|---|---|---|
Award date of the plan | 03/02/2025 | 04/02/2026 |
Opening price of BNP Paribas share | EUR 64.18 | EUR 92.80 |
Opening level of the EURO STOXX Banks index | 159.54 | 281.57 |
Zero-coupon rate | Euribor | Euribor |
Volatility of the BNP Paribas share | 22.98% | 26.00% |
Volatility of the EURO STOXX Banks index | 21.16% | 23.69% |
Correlation between the BNP Paribas share and the EURO STOXX Banks index | 89.04% | 88.68% |
Financial model used | Monte-Carlo | Monte-Carlo |
Fair value of the plan at award date(1) | 25.09% | 39.81% |
| ||
| Initial value of the share at award date(2) | Fair value at award date(3) | Valuation at closing date 31/12/2024 | Valuation at closing date 31/12/2025 |
|---|---|---|---|---|
Closing price of BNP Paribas share |
|
| EUR 59.22 | EUR 80.79 |
Closing level of the EURO STOXX Banks index |
|
| 146.04 | 263.27 |
Zero-coupon rate |
|
| Euribor | Euribor |
Volatility of the BNP Paribas share |
|
| 22.96% | 25.46% |
Volatility of the EURO STOXX Banks index |
|
| 21.32% | 23.42% |
Correlation between the BNP Paribas share and the EURO STOXX |
|
| 89.09% | 90.64% |
Financial model used |
|
| Monte-Carlo | Monte-Carlo |
Fair value of the plan awarded on 4 February 2021 | EUR 36.83 | 41.59% | 67.79% | 87.34% |
Fair value of the plan awarded on 7 February 2022 | EUR 55.13 | 43.58% | 19.49% | 61.17% |
Fair value of the plan awarded on 6 February 2023 | EUR 50.98 | 41.22% | 26.91% | 57.20% |
Fair value of the plan awarded on 31 January 2024 | EUR 58.79 | 33.11% | 19.18% | 40.73% |
Fair value of the plan awarded on 3 February 2025 | EUR 62.01 | 25.09% |
| 35.43% |
| ||||
Award date of the plan | 04/02/2021 | 07/02/2022 | 06/02/2023 | 31/01/2024 | 03/02/2025 | 04/02/2026 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Maturity date | 04/02/2026 | 07/02/2027 | 06/02/2028 | 31/01/2029 | 03/02/2030 | 04/02/2031 | |||||
Valuation(1) | At award date | At 31/12/2025 | At award date | At 31/12/2025 | At award date | At 31/12/2025 | At award date | At 31/12/2025 | At award date | At 31/12/2025 | At award date |
Jean Lemierre | - | - | - | - | - | - | - | - | - | - | - |
Jean-Laurent Bonnafé | 649,636 | 1,364,185 | 680,720 | 955,499 | 759,685 | 1,054,134 | 610,217 | 750,718 | 462,409 | 652,918 | 915,630 |
Yann Gérardin | - | - | 404,169 | 567,316 | 618,300 | 857,949 | 496,650 | 611,002 | 451,620 | 637,685 | 716,580 |
Thierry Laborde | - | - | 242,502 | 340,390 | 370,980 | 514,770 | 297,990 | 366,601 | 270,972 | 382,611 | 429,948 |
Total | 649,636 | 1,364,185 | 1,327,391 | 1,863,206 | 1,748,965 | 2,426,853 | 1,404,857 | 1,728,320 | 1,185,001 | 1,673,214 | 2,062,158 |
| |||||||||||
Corporate officers in 2025 | 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 2025 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 | Enterprise investment fund BNP Paribas shares world | Purchase | 2 | 242,919 |
Juliette Brisac Director | On a personal basis | Enterprise investment fund BNP Paribas shares world | Purchase | 4 | 79,726 |
Yann Gérardin Chief Operating Officer | On a personal basis | Enterprise investment fund BNP Paribas shares world | Purchase | 2 | 247,189 |
Jean Lemierre Chairman | On a personal basis | BNP Paribas shares | Purchase | 1 | 46,382 |
Bertrand de MAZIÈRES Director | On a personal basis | BNP Paribas shares | Purchase | 1 | 3,353 |
Nicolas PETER Director | On a personal basis | BNP Paribas shares | Purchase | 1 | 67,668 |
Guillaume POUPARD Director | On a personal basis | BNP Paribas shares | Purchase | 2 | 11,585 |
The Company did not grant any instruments to employees who are not directors or corporate officers in 2025.
No instruments were transferred or exercised in 2025 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 by Shareholders’ Annual General Meetings and were valid during 2025:
Resolutions adopted at Shareholders’ Annual General Meetings | Use of authorisation in 2025 | |
|---|---|---|
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, 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. 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 thousand 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, without 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 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 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 (“CET 1”) 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. | This resolution was not used during the period |
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 |
Annual General Meeting of 13 May 2025 (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 102 per share (previously EUR 96), 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 14 May 2024. | As part of the share buyback programme authorised by the Board of directors on 3 February 2025, 14,025,914 shares were repurchased from 19 May 2025 to 9 June 2025, representing 1.24% of the share capital.
As part of the share buyback programme authorised by the Board of directors on 19 November 2025, 15,184,150 shares were repurchased from 24 November 2025 to 19 December 2025, representing 1.36% of the share capital. |
Shareholders' Combined General Meeting of 13 May 2025 (23rd 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”) 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 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 may be denominated in any currency other than the euro, it being recalled that 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 220 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. | At the Board of directors' meeting of 13 May 2025: - issue on 23 June 2025 of AT1 (convertible super-subordinated 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 49,039,800, subject to any adjustments; - issue on 25 November 2025 of AT1 (convertible super-subordinated bonds) for a nominal amount of AUD 750,000,000 million, which may give rise in the event of conversion to a capital increase equal to a maximum of EUR 17,423,504, subject to any adjustments; - issue on 8 December 2025 of AT1 (convertible super-subordinated bonds) for a nominal amount of USD 1.25 billion, which may give rise in the event of conversion to a capital increase equal to a maximum of EUR 40,903,750, subject to any adjustments. |
Shareholders' Combined General Meeting of 13 May 2025 (24th 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 44 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 30th resolution of the Shareholders’ Combined General Meeting of 14 May 2024. | This resolution was not used during the period |
Shareholders' Combined General Meeting of 13 May 2025 (25th 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 32nd resolution of the Shareholders’ Combined General Meeting of 14 May 2024. | At the Board of directors' meeting of 3 February 2025, cancellation on 1 October 2025 of 14,025,914 shares with a par value of EUR 2 repurchased as part of the 2025 share buyback programme, representing 1.24% of the share capital.
|
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 2025, 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 sets out the conditions for the implementation and monitoring of internal control in credit institutions and investment firms, in compliance with the European Directive CRD 4. 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) and the Financial Statements Committee are essential in the Group’s internal control system. Depending on their respective missions, they assume 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 continues to contribute to the Group's current GTS strategic plan, for which the three components are currently being implemented:
The Compliance workforce stood at 3,656 full-time equivalent (FTE) at the end of December 2025.
Financial security frameworks continued to be strengthened in 2025, in a context of growing geopolitical risks and strong regulatory activity.
The Group is preparing for the implementation of the new European anti-money laundering (AML) regulation, which should come into force in July 2027.
A new range of restrictive measures concerning Russia has been added to U.S. and European sanctions programmes. The risk of circumvention of the sanctions programmes requires a special focus and an enhanced monitoring has been put in place. New requirements regarding instant payments have been introduced in Europe.
Several initiatives related to the tools configuration, including the use of artificial intelligence, have enabled the continuous improvement of the efficiency and performance of the Group's surveillance set up. In this context, a new customer screening platform has been deployed and similar work is continuing on transactions filtering.
In addition, a programme is underway to accelerate technological developments to serve the fight against money laundering and the financing of terrorism (AML-CFT), in response to the growing complexity of money laundering schemes and the increasing requirements.
Know your Customer processes have been enhanced, in particular by automating the update of information on triggering events and a more efficient search for adverse information.
As part of a continuous improvement approach, the various components of the Group framework for preventing and detecting corruption and influence peddling ("corruption") are being strengthened with regard to risk assessment.
Due diligence measures on the knowledge of customers, intermediaries, suppliers, other third parties, and the related controls have been supplemented in order to improve the assessment of the risk of corruption.
In 2025, supervisors were highly active on customer protection matters. Their main concerns relate to the ability of products to deliver customer value, the adequacy of sales - particularly where advice is provided - and the transparency of the information communicated to customers.
Supervisors also pay close attention to the identification and management of conflicts of interest that could impact customers. Considering supervisory feedback, client protection frameworks have been strengthened across the Group’s countries.
In France, the businesses involved in the manufacturing or distribution of insurance products have reviewed their frameworks to reflect the new requirements issued by the ACPR regarding the duty of advice in insurance, which entered into force in January 2026.
The compliance framework (eligibility criteria, monitoring arrangements) has been adapted to support the expansion of certain business offerings (for example, Private and Digital Assets).
Oversight of Client Interest Protection matters has been enhanced through an expanded set of Group risk indicators and closer regulatory monitoring.
Finally, the regulatory framework for customer protection is currently under review at the European level, with ongoing work on the Retail Investment Strategy, which may in the future impact the design and distribution of investment and insurance products. This work will be carried out throughout 2026.
The framework for overseeing employees' personal account dealing, private and professional mandates and gifts & invitations continues to be strengthened with the related updated procedures and the continued deployment of a shared IT tool allowing homogeneous risk management throughout the Group.
The whistleblowing framework is based on a single tool that enables alerts to be collected on a secure external exchange platform and processed by internal referents, responsible for managing alerts and who receive a dedicated training. Finally, a comprehensive report on alerts is presented each year to Executive Management and the Board of directors.
In 2025, the business lines incorporated the most recent developments in market integrity standards across their operating entities and strengthened their monitoring frameworks through the following actions:
These initiatives were supported by regular training sessions and certification programmes.
The comprehensive review covering access to market platforms and compliance with the pre- and post-trade monitoring framework, launched in 2024, continued throughout 2025.
The transaction reporting framework remains subject to continuous improvement, particularly with regard to data quality and submission timeline.
The BNP Paribas Group is subject to the French law on the separation and regulation of banking activities, as well as to the US Volcker rule. The associated compliance framework has been strengthened and harmonised across all activities covered by these two regulations.
The compliance framework for swap activities continues to evolve: it has been strengthened across the Group to strictly comply with both CFTC (Commodity Futures Trading Commission) and SEC (Securities and Exchange Commission) regulations. The activities concerned mainly fall within CIB.
BNP Paribas Group is subject to a set of tax regulations with extraterritorial scope: FATCA (Foreign Account Tax Compliance Act), QI regime (Qualified Intermediary) regulating the withholding of income from US securities; AEOI (Automatic Exchange of tax Information within the OECD); DAC6 directive (declaration of tax schemes considered to be 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.
A control system was put in place in 2024 with regard to local tax regulations applicable to customers.
The compliance framework was supplemented by the roll out of procedures and training was provided to staff.
Within the Compliance Function, the Supervisory & Conduct domain coordinates, steers and informs management on cross-functional initiatives aimed at strengthening the Group’s Conduct framework.
The Group's Code of conduct was updated and published in April 2025 to reflect changes in the regulatory, normative and societal environment.
In addition, a survey was conducted among the Group's employees in 2025: the results confirmed their clear understanding of the expectations defined in the Code of conduct.
Lastly, a series of indicators is regularly reported to the Board of directors. They relate to the use of the whistleblowing framework, the monitoring of mandatory trainings and clients’ complaints related to Conduct topics.
The ESG Compliance practice continued its cross-functional collaboration with the RISK, LEGAL and Finance & Strategy Functions as well as with the Company Engagement Department and the Business Lines, in compliance with the principles of responsibility defined in 2024, particularly with regard to regulatory changes and their operational implementation (EBA guidelines on Greenwashing, etc.).
As a reminder, the main Compliance risks impacted by ESG factors are the knowledge of clients and the protection of their interests. The Compliance Function has also strengthened its framework by developing a new training path and associated materials to meet the needs of staff in carrying out their daily duties with regard to these main risk factors.
Lastly, operating guides have been designed to supplement the new training courses and animation actions rolled out in 2025.
In 2025, the non-compliance risk management and oversight framework continued to be strengthened, notably through:
Mandatory training programmes, adjusted in their content, were continued with high completion rates. These programmes consist of the following components:
For the campaigns completed during the year, the completion rates range between 95.9% and 99.3%.
Finally, the Board of directors’ members benefited this year from a training session dedicated to financial security, the fight against corruption and influence peddling, as well as a presentation of the Code of conduct.
The Technology and Operational Performance Department continuously carries out actions to improve the efficiency of Compliance tools and operational processes.
In 2025, these efforts notably focused on:
Lastly, the professional ethics risk management tool and the ethics alert management framework continued to be deployed throughout the Group.
LEGAL is an independent and hierarchically integrated function ("Control Functions") including all Legal teams within the Group. All members of LEGAL report hierarchically, directly or indirectly, to the Group General Counsel, to enable lawyers to carry out their missions in conditions that guarantee their freedom of judgement and of 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 continued to contribute to the analysis of emerging risks on topics such as corporate social responsibility (CSR), blockchain technology, digital assets, cybersecurity, artificial intelligence and data.
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 Centre (DLC2+) designed by LEGAL, also offers a continuous training path on digital law for LEGAL employees. In 2025, a new online course on Artificial Intelligence (AI) and a complement on blockchain & digital assets courses were published. 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 addition, in 2025, the LEGAL Function began to integrate generative AI tools into the management of its daily activity, thus enabling to streamline tasks, increase productivity and improve the quality of legal services. Strict supervision of the use of AI has been put in place to ensure compliance with applicable rules and regulations.
In the field of sustainable development, one of the three pillars of the Group's GTS plan, LEGAL continues to provide its advice and actively contribute to raising awareness among the management and operational teams of the poles, business lines and functions on the legal challenges in sustainable finance and ESG. In addition, in 2025, an ESG Legal Strategy Office was created to strengthen LEGAL's contribution to the Group's strategic ESG issues, particularly in terms of ESG risks. Its dual reporting to LEGAL and the Company Engagement Department strengthens this link between the two functions. The ESG Legal Strategy Office relies on the Sustainable Finance Practice within the Regulatory platform, which continues to act with all of the Group's internal stakeholders on regulatory developments, operational issues and the Group's positions.
In 2025, LEGAL notably worked with the RISK and Compliance Functions to provide the business lines and functions with concrete tools to ensure that potential problems related to Greenwashing are identified and taken into account in internal processes. The first phase of an internal project was completed in July 2025.
In addition to its regular communications and the organisation of forums, it offers a training course dedicated to LEGAL staff built with LEGAL Human Resources - the Sustainability Academy@LEGAL - in connection with that of the Group. In 2025, an overview of ESG regulations on a global scale was published, and preparatory work was launched for the release, in 2026, of a practical training module on the subject of Greenwashing.
Finally, LEGAL continued to roll out and implement the legal risk management framework 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 led to further standardise reference frameworks supporting the assessment and management of operational risk.
In addition to these methodological changes, an integrated operational risk management tool (360 RiskOp), 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, 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 RiskOp 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 deployment of this last module was completed in 2025.
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 2025, the RISK teams continued to improve the risk management framework related to information and communication technologies (ICT) through the following actions:
In 2025, BNP Paribas continued to improve its personal data protection framework by further integrating the existing management and governance practices of the RISK Function, and in particular in terms of operational risk. A robust control framework, enabled by automation, is in place to support the management of data protection risks, respond to requests from authorities, address vulnerabilities as a 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, several initiatives were continued and new ones launched, structured around transversal programmes covering the main types of risks, while adapting the framework to respond to changes in the context (for example, by creating a unit dedicated to geopolitical issues and strengthening the fraud and AI committees). These actions aim to increase risk anticipation and management capabilities, simplify, automate and mutualise certain internal processes, as well as contribute to the end-to-end review of customer processes, while ensuring that the control framework is at the highest level.
In 2025, RISK strengthened its risk management framework with the creation of a Geopolitical Risk Unit, intended to accelerate the implementation of the action plan in this area. This unit monitors geopolitical developments that could impact the Group, designs a framework for analysis and mitigation measures, and ensures consistency in the assessment of geopolitical risks and opportunities within RISK and with the Group. At the same time, the governance around fraud prevention and artificial intelligence (AI) has evolved. A Group Fraud Risk Committee now oversees the risk of fraud at Group level, establishes common policies and standards, shares regulatory developments and emerging trends, and mutualises the strategy of the tools. The AI Risk Committee monitors the adaptation of frameworks to AI-related risks and compliance with the AI Act, defines the model attestation processes and analyses the overall risk profile associated with AI.
As part of the Group's "Sustainable Finance" governance, the multi-year programme is continuing to strengthen the integration of ESG risk factors into the Group's risk management framework. 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:
Additional information on climate change risk management can be found in the Sustainability statement in chapter 7 of this Universal registration document.
Inspection Générale conducted its 2025 audit plan, which initially consisted of 750 missions. A total of 750 missions were carried out in 2025, i.e. 100% of the target. 96% of them were scheduled in the original audit plan.
2025 saw the completion of the implementation of transformation projects resulting from the reviews carried out by two supervisors: the European Central Bank and the Federal Reserve Board of New York.
All recommendations issued by the European Central Bank following its audit of Inspection Générale in 2023 have been closed. This mission led to substantial changes concerning Inspection Générale, taking effect on 1 January 2025:
Similarly, in the context of Designated Market Activities, provisions 3 and 4 issued by the Federal Reserve Board of New York concerning IG were all lifted.
In line with its review in 2023-2024 by IFACI Certification in accordance with the standards of the Institute of International Auditors (IIA), the methodology of which is recognised by banking supervisors, and as part of the implementation of the new IIA standards which came into force on 9 January 2025, Inspection Générale has created a new internal Quality Assurance team. This team is composed of eight experienced audit professionals, present in five countries, whose mission is to audit all IG assignment teams and thus ensure compliance with the audit standards.
In 2025, Inspection Générale drafted its strategy in line with its transformation plan, also taking into account the BNP Paribas Group's GTS (Growth, Technology, Sustainability) plan. Presented to the Group's Chief Executive Officer and Board of directors, it is based on the IIA standards and includes seven strategic objectives, twelve major initiatives and fourteen performance metrics.
In 2025, the AI & Data Factory team continued to invest in data analytics, building on the success of its generative artificial intelligence tool, the IG Virtual Assistant, delivered in 2024, which provides auditors with analysis, translation and synthesis assistance. Thus, in 2025, innovative applications, IG Data Explorer and IG Datas and Analyzer, were delivered, simplifying complex analysis tasks, structuring, identifying deviation values, summarising, classifying, searching and grouping tabular textual data in an efficient manner. In addition, IG Scribe, a generative Artificial Intelligence assistance application, helps with the formatting of audit reports.
Lastly, these applications are made available to the entire Inspection Générale population, including a guide to best practices in terms of "prompts" and the support from a community of Data Scientists in all countries where the function operates.
In 2025, Inspection Générale 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 2024, 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 2025 remains stable compared to 2024, thanks to the stability of the inherent risk and the good level of quality control.
When determining the audit plan, Inspection Générale 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 Inspection Générale. 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.
To promote the development of transversal missions, in 2025, IG acquired a tool to identify the best combinations of missions, in compliance with the constraints that apply to the different environments.
The headcount of Inspection Générale was up at the end of 2025 compared to the end of 2024.
Human resources issues remain a priority for Inspection Générale which is pursuing a permanent recruitment effort in a context of a talent war, relying in particular on its Employee Value Proposition (EVP) for auditors and inspectors.
Similarly, IG continued its significant investment in training, based on putting into perspective individual skills acquired with those required to perform the missions, and relating in particular to audit techniques, the regulatory framework, business line specificities and data analysis and artificial intelligence techniques.
The various internal control functions are based on the following headcount (in FTE = Full-Time Equivalents, calculated at the end of the period):
| 2020 | 2021(1) | 2022(2) | 2023(3) | 2024(4) | 2025(5) | Change 2025/2024 |
|---|---|---|---|---|---|---|---|
Compliance | 4,105 | 3,770 | 3,791 | 3,610 | 3,624 | 3,656 | 0.9% |
LEGAL | 1,779 | 1,736 | 1,703 | 1,651 | 1,647 | 1,605 | -2.6% |
RISK | 5,191 | 5,029 | 4,885 | 4,754 | 4,799 | 4,910 | 2.3% |
Periodic control | 1,381 | 1,355 | 1,342 | 1,278 | 1,320 | 1,376 | 4.2% |
TOTAL | 12,456 | 11,890 | 11,721 | 11,293 | 11,390 | 11,547 | 1.4% |
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Reporting to the Chief Executive Officer, the Finance & Strategy Function is notably responsible for elaborating and processing financial information. It also carries out missions of independent control which aim at managing risks related to the Group’s accounting and financial information and tax risks. 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 people involved to have to level of competence, illustrated by their understanding and control of the information and data that they produce and their ability to meet specific deadlines. Due consideration is to be given to compliance with standards, to quality and integrity of the data used as well as to the protection of personal data. All members of the function have the duty to alert Executive Management to any problems. The function’s missions are achieved jointly with RISK and ALM Treasury as for regulatory requirements, with the Project Management team for Finance & Strategy and RISK, housed within Group IT, as for user processes and information system transformation, and the Group CDO Function for the data management 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 by issuing new principles with the necessary level of interpretation. 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 standards’ 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/activities or exceptional transactions, 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.
The regulatory capital standard 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 of consolidation, regulatory capital, the measurement of risk-weighted assets considered for operational risk, and the calculation of the capital buffers required for the capital adequacy ratio (countercyclical, systemic, GSIB, custody) and the calculation of leverage 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. Supervisory reports on solvency and leverage ratios submitted to the supervisor (the European Central Bank) are carried out in accordance with the technical standards set by the European regulations. A specialised "Supervisory Reporting Policies Committee" has the role of approving or arbitrating prudential reporting standards.
The regulatory liquidity framework is the responsibility of ALM Treasury (with the contribution of the Finance & Strategy and RISK Functions).
The standards relating to the sustainability statements published by the Group in accordance with the European Sustainability Reporting Standards (ESRS), the publication of ESG Pillar 3, the European taxonomy and the internal sustainability classification are the responsibility of the "ESG Expertise" Department within Finance & Strategy (Group).
It monitors regulatory measures and accordingly formalises the new principles applicable to the Group with the necessary level of interpretation. Normative documentation is made available to the functions, divisions and business lines in a BNP Paribas internal communication tool, and is regularly updated. Key interpretations and normative developments are subject to validation by the ESG Norms & Reporting Validation Committee, co-chaired by the Group Deputy Chief Financial Officer and the Group Chief Sustainability Officer.
The data elaboration process is organised around two channels, which are structured along two different axes, entities for the first, business lines for the second:
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”(21) through which all the permanent control processes of the Finance operating business units are reviewed. In accordance with the inherent risk assessment methodology, 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. This methodology 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 the BEACON tool (certification module rolled out in this new tool during 2025 on the various financial reporting channels) for the internal certification of the quarterly data produced by each entity for the consolidation package.
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 closing of the Group’s quarterly consolidated financial statements.
This certification framework is also in place for the information included in regulatory reporting on regulatory capital. 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 and performance steering. 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.
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 frameworks, meeting the requirements of the Group’s accounting control plan, exist 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(22) 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 of a standardised tool for formalising and monitoring controls (Beacon), in order to cover all entities and central teams on the Finance control plans dedicated to the various production channels (accounting, performance steering, liquidity/resolution and regulatory capital), has been finalised.
For each of the financial reporting channels, 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. Changes to the permanent control system and their deployment within the Group's entities and business lines are monitored as part of the FORCC governance.
As a result, the control plans were modified during the year:
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.
The internal control framework specific to sustainability information is mainly based on:
In 2025, the Group continued to adapt its framework 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.
The current adaptation is carried out as part of the improvement programme initiated in 2024 entitled "BCBS239 Adhesion Programme" and placed under the joint responsibility of the Group's Chief Financial Officer, Chief Risk Officer and Chief Operating Officer. This programme takes into account the requirements of the additional guide, "Guide on effective risk data aggregation and risk reporting", issued in May 2024 as part of the SSM(24) and aims to establish a system that complies with 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"). This guide presents the supervisor's minimum expectations in terms of the organisation of data collection and reporting systems with regard to i) the responsibilities of the management and supervisory bodies, ii) the scope of application of the BCBS239 regulation, iii) an effective data governance system, iv) an integrated data architecture, v) the implementation of data quality management and standards at Group level, vi) the frequency and deadlines for the production of internal risk reports, vii) the implementation or remediation programmes to meet BCBS239 requirements.
The main changes made or underway relate to the review of the following areas:
This control system is also associated with an internal assessment exercise of compliance with BCBS239 regulations ("BCBS239 internal assessment", an exercise itself provided for in the regulations and for which the first campaign relating to the system as presented above is scheduled for the first half of 2026).
Inspection Générale has a dedicated Finance channel (called the “Finance Domain”) with a team of specialist inspectors in accounting and financial auditing, thus reflecting 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 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.
The Statutory Auditors are associated with the validation and review phase of communications relating to the closing of quarterly, half-yearly or annual financial statements, before their presentation to the Financial Statements Committee and to the Board of directors, who approve them.
The section includes, the publication of the 28 March 2025 by BNP Paribas, the quarterly series for 2024, restated to reflect, among other things, the transposition into European Union law of the finalisation of Basel 3 (Basel 4) by Regulation (EU) 2024/1623 of the European Parliament and of the Council of 31 May 2024 amending Regulation (EU) No. 575/2013, the change in the allocation of normalized equity from 11% to 12% of risk-weighted assets, and the reclassification of income and business data from the non-strategic perimeter of Personal Finance to Corporate Center.
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 51,223 | 48,831 | +4.9% |
Operating Expenses and Dep. | (31,374) | (30,193) | +3.9% |
Gross Operating Income | 19,849 | 18,638 | +6.5% |
Cost of Risk | (3,350) | (2,999) | +11.7% |
Other net losses for risk on financial instruments | (203) | (202) | +0.5% |
Operating Income | 16,296 | 15,437 | +5.6% |
Share of Earnings of Equity-Method Entities | 777 | 701 | +10.9% |
Other Non-Operating Items | (8) | 50 | n.s. |
Pre-Tax Income | 17,065 | 16,188 | +5.4% |
Corporate Income Tax | (4,207) | (4,001) | +5.1% |
Net Income Attributable to Minority Interests | (633) | (499) | +26.9% |
Net Income from discontinued activities | 0 | 0 | n.s. |
Net Income Attributable to Equity Holders | 12,225 | 11,688 | +4.6% |
Cost/income | 61.2% | 61.8% | -0.6 pt |
For the full year 2025, revenues came to EUR 51,223 million, up by 4.9% compared to 2024 (hereinafter: 2024).
CIB revenues (EUR 18,997 million) rose by 5.6% compared to 2024, driven by increased revenues at Global Markets (+9.1% vs. 2024) and Securities Services (+8.1% vs. 2024).
CPBS revenues increased by 2.6% to EUR 26,717 million. Commercial & Personal Banking rose by +5.3%, driven by the combined effect of stronger Eurozone growth, which is in line with the announced trajectory, and growth at Europe-Mediterranean (+16.1% vs. 2024). Despite their 4th quarter rebound, Specialised Businesses revenues decreased overall in 2025 (-2.0% vs. 2024), due to the normalisation of Arval used-car prices at the level of Arval & Leasing Solutions (-11.0% vs. 2024), an impact that ends this quarter. Personal Finance, in contrast, achieved a good increase in revenues (+4.1% vs. 2024).
IPS revenues including AXA IM amounted to EUR 6,929 million (+19.6% vs. 2024, +6.1% vs. 2024 excluding AXA IM), driven by the integration of AXA IM and good performances at Insurance (+8.1% vs. 2024), Wealth Management (+9.0% vs. 2024), and Asset Management (+1.2% vs. 2024). IPS consolidated AXA IM’s revenues which amounted to EUR 782 million.
Group operating expenses came to EUR 31,374 million, up by 3.9% compared to 2024. They nonetheless remained under control when excluding the consolidation of AXA IM (+1.6% vs. 2024), thanks mainly to operating efficiency measures, resulting in savings of EUR 800 million, above the EUR 600 million announced in the trajectory. At Group level, the jaws effect stood at 1.0 point, and the cost-income ratio at 61.2%, an improvement compared to 2024 (61.8%). At the level of operating divisions, operating expenses were up by 3.1% at CIB and by 0.9% at CPBS (+1,0% at Commercial & Personal Banking and +0.5% at Specialised Businesses). They rose by 16.5% at IPS (+1.1% vs. 2024 excluding AXA IM).
Group gross operating income thus came to EUR 19,849 million in 2025, up by 6.5% compared to 2024 (EUR 18,638 million).
Group cost of risk came to EUR 3,350 million (EUR 2,999 million in 2024). Other net losses for risks on financial instruments amounted to EUR 203 million, and non-operating items to EUR 769 million in 2025.
Group pre-tax income thereby amounted to EUR 17,065 million, up by 5.4% compared to 2024 (EUR 16,188 million), and net income, Group share came to EUR 12,225 million (+4.6% vs. 2024), in line with the target figure (greater than EUR 12,200 million). As of 31 December 2025, return on non-revaluated tangible equity (ROTE) stood at 11.6%, in line with the 11.5% target.
Net book value per share(1) stood at EUR 93.50 as of 31 December 2025.
Earnings Per Share amounted to EUR 10.29, up by 7.5% compared to 2024.
Group-level targets for 2025 were met:
A semi-annual interim dividend payment was introduced in 2025, based on 50% of first-half Earnings Per Share. On 30 September 2025, an initial interim dividend of EUR 2.59 per share was paid out. On 19 December 2025, the Group also finalised the share buyback related to 2025 earnings in the amount of EUR 1.15 billion.
Based on a total dividend per share of EUR 5.16 (+7.7% vs. 2024) on 2025 earnings, the Board of directors will on 12 May 2026 recommend that the General Meeting of shareholders vote to pay the balance of the dividend in the amount of EUR 2.57 per share. The dividend will be detached on 18 May 2026 and paid out on 20 May 2026.
For 2026, BNP Paribas confirms its distribution policy, including a payout ratio of 60%, of which at least 50% in dividends and 10% in share buybacks. Beginning 2027, the payout ratio will be at least 60% and will be detailed at the 2027-2030 Capital Markets Day. Distribution of surplus CET1 above 13% ratio will also be decided annually, starting in 2027.
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 18,997 | 17,993 | +5.6% |
Operating Expenses and Dep. | (11,061) | (10,731) | +3.1% |
Gross Operating Income | 7,936 | 7,261 | +9.3% |
Cost of Risk & others | (452) | 143 | n.s. |
Operating Income | 7,484 | 7,405 | +1.1% |
Share of Earnings of Equity-Method Entities | 20 | 17 | +15.0% |
Other Non-Operating Items | 3 | (4) | n.s. |
Pre-Tax Income | 7,506 | 7,418 | +1.2% |
Cost/Income | 58.2% | 59.6% | -1.4 pt |
Allocated Equity (€bn, year to date) | 35.3 | 35.5 | -0.5% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 6,244 | 6,276 | -0.5% |
Operating Expenses and Dep. | (2,919) | (2,921) | -0.1% |
Gross Operating Income | 3,324 | 3,355 | -0.9% |
Cost of Risk & others | (229) | 171 | n.s. |
Operating Income | 3,096 | 3,526 | -12.2% |
Share of Earnings of Equity-Method Entities | 6 | 6 | -3.0% |
Other Non-Operating Items | 1 | 0 | n.s. |
Pre-Tax Income | 3,102 | 3,532 | -12.2% |
Cost/Income | 46.8% | 46.5% | +0.3 pt |
Allocated Equity (€bn, year to date) | 17.4 | 18.0 | -3.4% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 9,568 | 8,770 | +9.1% |
Incl. FICC | 5,522 | 5,100 | +8.3% |
Incl. Equity & Prime Services | 4,046 | 3,671 | +10.2% |
Operating Expenses and Dep. | (5,952) | (5,649) | +5.4% |
Gross Operating Income | 3,616 | 3,122 | +15.8% |
Cost of Risk & others | (223) | (28) | n.s. |
Operating Income | 3,393 | 3,093 | +9.7% |
Share of Earnings of Equity-Method Entities | 5 | 2 | n.s. |
Other Non-Operating Items | 2 | (1) | n.s. |
Pre-Tax Income | 3,399 | 3,095 | +9.8% |
Cost/Income | 62.2% | 64.4% | -2.2 pt |
Allocated Equity (€bn, year to date) | 16.3 | 16.0 | +1.9% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 3,185 | 2,946 | +8.1% |
Operating Expenses and Dep. | (2,190) | (2,161) | +1.3% |
Gross Operating Income | 996 | 785 | +26.9% |
Cost of Risk & others | 0 | 0 | n.s. |
Operating Income | 995 | 785 | +26.8% |
Share of Earnings of Equity-Method Entities | 9 | 9 | +3.4% |
Other Non-Operating Items | 0 | (3) | n.s. |
Pre-Tax Income | 1,005 | 791 | +27.0% |
Cost/Income | 68.7% | 73.4% | -4.7 pt |
Allocated Equity (€bn, year to date) | 1.7 | 1.5 | +8.8% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Commercial, Personal Banking & Services – excl. PEL/CEL |
|
|
|
Revenues | 27,490 | 26,775 | +2.7% |
Operating Expenses and Dep. | (16,459) | (16,304) | +1.0% |
Gross Operating Income | 11,031 | 10,471 | +5.3% |
Cost of Risk and others | (3,058) | (3,198) | -4.4% |
Operating Income | 7,973 | 7,273 | +9.6% |
Share of Earnings of Equity-Method Entities | 423 | 409 | +3.5% |
Other Non-Operating Items | (222) | (298) | -25.5% |
Pre-Tax Income | 8,174 | 7,383 | +10.7% |
Income Attributable to Wealth and Asset Management | (361) | (349) | +3.5% |
Pre-Tax Income of Commercial, Personal Banking & Services | 7,812 | 7,034 | +11.1% |
Cost/Income | 59.9% | 60.9% | -1.0 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 56.2 | 55.5 | +1.2% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Commercial and Personal Banking in France – excluding PEL/CEL effects |
|
|
|
Revenues | 6,848 | 6,600 | +3.7% |
Incl. net interest revenue | 3,472 | 3,348 | +3.7% |
Incl. fees | 3,376 | 3,252 | +3.8% |
Operating Expenses and Dep. | (4,624) | (4,597) | +0.6% |
Gross Operating Income | 2,223 | 2,004 | +11.0% |
Cost of Risk and others | (466) | (668) | -30.2% |
Operating Income | 1,757 | 1,336 | +31.5% |
Share of Earnings of Equity-Method Entities | 0 | 0 | n.s. |
Other Non-Operating Items | 2 | (2) | n.s. |
Pre-Tax Income | 1,759 | 1,334 | +31.8% |
Income Attributable to Wealth and Asset Management | (195) | (179) | +8.9% |
Pre-Tax Income of CPBF | 1,563 | 1,155 | +35.4% |
Cost/Income | 67.5% | 69.6% | -2.1 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 13.2 | 13.3 | -0.9% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 2,799 | 2,864 | -2.3% |
Incl. net interest revenue | 1,658 | 1,718 | -3.5% |
Incl. fees | 1,141 | 1,147 | -0.5% |
Operating Expenses and Dep. | (1,718) | (1,805) | -4.8% |
Gross Operating Income | 1,081 | 1,059 | +2.1% |
Cost of Risk and others | (215) | (339) | -36.5% |
Operating Income | 866 | 720 | +20.2% |
Share of Earnings of Equity-Method Entities | 0 | (2) | n.s. |
Other Non-Operating Items | 62 | (2) | n.s. |
Pre-Tax Income | 928 | 716 | +29.5% |
Income Attributable to Wealth and Asset Management | (39) | (30) | +28.4% |
Pre-Tax Income of BNL bc | 889 | 686 | +29.6% |
Cost/Income | 61.4% | 63.0% | -1.6 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 6.3 | 6.4 | -1.0% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 3,949 | 3,771 | +4.7% |
Incl. net interest revenue | 2,778 | 2,623 | +5.9% |
Incl. fees | 1,171 | 1,148 | +2.1% |
Operating Expenses and Dep. | (2,711) | (2,710) | +0.0% |
Gross Operating Income | 1,238 | 1,061 | +16.7% |
Cost of Risk and others | (46) | (19) | n.s. |
Operating Income | 1,192 | 1,042 | +14.4% |
Share of Earnings of Equity-Method Entities | 23 | 82 | n.s. |
Other Non-Operating Items | 1 | 5 | n.s. |
Pre-Tax Income | 1,216 | 1,129 | +7.7% |
Income Attributable to Wealth and Asset Management | (91) | (89) | +2.5% |
Pre-Tax Income of CPBB | 1,125 | 1,040 | +8.2% |
Cost/Income | 68.7% | 71.9% | -3.2 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 8.7 | 8.6 | +1.9% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 681 | 629 | +8.3% |
Incl. net interest revenue | 582 | 530 | +9.7% |
Incl. fees | 99 | 98 | +1.0% |
Operating Expenses and Dep. | (323) | (304) | +6.0% |
Gross Operating Income | 358 | 324 | +10.5% |
Cost of Risk and others | (21) | (4) | n.s. |
Operating Income | 337 | 320 | +5.4% |
Share of Earnings of Equity-Method Entities | (1) | 0 | n.s. |
Other Non-Operating Items | 11 | 0 | n.s. |
Pre-Tax Income | 348 | 320 | +80.8% |
Income Attributable to Wealth and Asset Management | (10) | (9) | +17.3% |
Pre-Tax Income of CPBL | 338 | 311 | +8.5% |
Cost/Income | 47.4% | 48.4% | -1.1 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 1.2 | 1.0 | +17.4% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 3,731 | 3,232 | +15.4% |
Incl. net interest revenue | 3,082 | 2,619 | +17.7% |
Incl. fees | 648 | 613 | +5.8% |
Operating Expenses and Dep. | -2,196 | -2,028 | +8.3% |
Gross Operating Income | 1,535 | 1,205 | +27.4% |
Cost of Risk | -260 | -165 | n.s. |
Other net losses for risk on financial instruments | -117 | -201 | -42.0% |
Operating Income | 1,158 | 838 | +38.2% |
Share of Earnings of Equity-Method Entities | 375 | 302 | +24.4% |
Other Non-Operating Items | -188 | -249 | -24.8% |
Pre-Tax Income | 1,346 | 891 | n.s. |
Income Attributable to Wealth and Asset Management | -20 | -38 | -46.4% |
Pre-Tax Income of Europe-Mediterranean | 1,325 | 853 | n.s. |
Cost/Income | 58.9% | 62.7% | -3.9 pt |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 7.8 | 7.4 | +5.0% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 5,154 | 4,950 | +4.1% |
Operating Expenses and Dep. | (2,568) | (2,572) | -0.1% |
Gross Operating Income | 2,586 | 2,378 | +8.7% |
Cost of Risk | (1,543) | (1,499) | +2.9% |
Other net losses for risk on financial instruments | (100) | 0 | n.s. |
Operating Income | 943 | 879 | +7.3% |
Share of Earnings of Equity-Method Entities | 27 | 36 | -23.4% |
Other Non-Operating Items | (3) | 0 | n.s. |
Pre-Tax Income | 968 | 914 | +5.8% |
Cost/Income | 49.8% | 52.0% | -2.1 pt |
Allocated Equity (€bn, year to date) | 10.7 | 10.7 | +0.2% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 3,254 | 3,656 | -11.0% |
Operating Expenses and Dep. | (1,626) | (1,556) | +4.5% |
Gross Operating Income | 1,628 | 2,100 | -22.5% |
Cost of Risk and others | (194) | (202) | -3.8% |
Operating Income | 1,434 | 1,898 | -24.5% |
Share of Earnings of Equity-Method Entities | 4 | 0 | n.s. |
Other Non-Operating Items | (108) | (62) | n.s. |
Pre-Tax Income | 1,330 | 1,836 | -27.6% |
Cost/Income | 50.0% | 42.6% | +7.4 pt |
Allocated Equity (€bn, year to date) | 7.3 | 7.1 | +3.8% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 1,075 | 1,073 | +0.2% |
Operating Expenses and Dep. | (693) | (733) | -5.4% |
Gross Operating Income | 382 | 341 | +12.1% |
Cost of Risk and others | (97) | (102) | -5.4% |
Operating Income | 286 | 239 | +19.6% |
Share of Earnings of Equity-Method Entities | (5) | (9) | -40.5% |
Other Non-Operating Items | (1) | 13 | n.s. |
Pre-Tax Income | 279 | 243 | +14.9% |
Income Attributable to Wealth and Asset Management | (5) | (4) | +36.1% |
Pre-Tax Income of New Digital Businesses & Personal Investors | 274 | 239 | +14.6% |
Cost/Income | 64.5% | 68.3% | -3.8 pt |
Allocated Equity (€bn, year to date) | 0.9 | 1.0 | -12.8% |
Including 100% of Private Banking for the Revenues to Pre-tax income line items. | |||
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 6,929 | 5,793 | +19.6% |
Operating Expenses and Dep. | (4,158) | (3,570) | +16.5% |
Gross Operating Income | 2,771 | 2,223 | +24.6% |
Cost of Risk and others | (10) | (15) | -34.9% |
Operating Income | 2,761 | 2,208 | +25.0% |
Share of Earnings of Equity-Method Entities | 186 | 120 | n.s. |
Other Non-Operating Items | 142 | (4) | n.s. |
Pre-Tax Income | 3,089 | 2,324 | +32.9% |
Cost/Income | 60.0% | 61.6% | -1.6 pt |
Allocated Equity (€bn, year to date) | 13.5 | 12.4 | +8.8% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 2,424 | 2,241 | +8.1% |
Operating Expenses and Dep. | (830) | (840) | -1.3% |
Gross Operating Income | 1,594 | 1,401 | +13.8% |
Cost of Risk and others | 0 | 0 | n.s. |
Operating Income | 1,594 | 1,401 | +13.8% |
Share of Earnings of Equity-Method Entities | 220 | 176 | +24.9% |
Other Non-Operating Items | 143 | (4) | n.s. |
Pre-Tax Income | 1,956 | 1,572 | +24.4% |
Cost/Income | 34.2% | 37.5% | -3.3 pt |
Allocated Equity (€bn, year to date) | 8.9 | 8.0 | +11.8% |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | 3,723 | 3,551 | +4.8% |
Operating Expenses and Dep. | (2,781) | (2,729) | +1.9% |
Gross Operating Income | 942 | 822 | +14.6% |
Cost of Risk and others | (10) | (15) | -35.0% |
Operating Income | 932 | 807 | +15.5% |
Share of Earnings of Equity-Method Entities | (41) | (55) | -26.0% |
Other Non-Operating Items | 0 | 0 | n.s. |
Pre-Tax Income | 891 | 752 | +18.5% |
Cost/Income | 74.7% | 76.8% | -2.1 pt |
Allocated Equity (€bn, year to date) | 4.1 | 4.5 | -8.4% |
In millions of euros | 2025 |
|---|---|
Revenues | 782 |
Operating Expenses and Dep. | -548 |
Gross Operating Income | 234 |
Cost of Risk and others | 0 |
Operating Income | 234 |
Share of Earnings of Equity-Method Entities | 7 |
Other Non-Operating Items | 0 |
Pre-Tax Income | 242 |
Cost/Income | 70.0% |
Allocated Equity (€bn, year to date) | 0.5 |
In millions of euros | 2025 | 2024 | 2025/2024 |
|---|---|---|---|
Revenues | (1,420) | (1,004) | +41.3% |
Incl. Restatement of the volatility (Insurance business) | (41) | (5) | n.s. |
Incl. Restatement of attributable costs (Internal Distributors) | (1,165) | (1,085) | +7.4% |
Operating Expenses and Dep. | (101) | 20 | n.s. |
Incl. Restructuring, IT Reinforcement and Adaptation Costs | (601) | (571) | +5.3% |
Incl. Restatement of attributable costs (Internal Distributors) | 1,165 | 1,085 | +7.4% |
Gross Operating Income | (1,521) | (984) | n.s. |
Cost of Risk | (45) | (128) | n.s. |
Other net losses for risk on financial instruments | 13 | (1) | n.s. |
Operating Income | (1,553) | (1,113) | +39.5% |
Share of Earnings of Equity-Method Entities | 149 | 155 | -4.1% |
Other Non-Operating Items | 69 | 356 | n.s. |
Pre-Tax Income | (1,335) | (602) | n.s. |
Allocated Equity (€bn, year to date) | 4.6 | 3.6 | +27.4% |
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 are reported separately to improve readability.
At 31 December 2025, the total consolidated balance sheet of the BNP Paribas Group amounted to EUR 2,793.0 billion, up by +3.3% from 31 December 2024 (EUR 2,704.9 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 and at fair value through other comprehensive income, financial 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 2025 (93% at 31 December 2024). The +3.3% increase in assets is mainly due to the evolution of:
Balance sheet presentation is also affected by the application of IFRS 5 standard on “non-current assets held for sale and discontinued activities”, which results notably in the reclassification of the assets of the Banque Marocaine pour le Commerce et l’Industrie and its subsidiaries and AG Insurance balance sheets within the dedicated line "Assets held for sale" for EUR 7.8 billion. The most impacted aggregated is “Loans and advances to customers” (- EUR 5.5 billion).
The second half of the year 2025 was also marked by the acquisition of the AXA Investment Managers entities. These acquisitions did not have a significant impact on the Group's balance sheet (see note 8.d of the consolidated financial statements).
Cash and central banks accounted for EUR 211.3 billion at 31 December 2025, increased by +15.8% from 31 December 2024 (EUR 182.5 billion).
Financial assets recognised at fair 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 other comprehensive income. Financial assets in the trading portfolio include securities, loans and repurchase agreements.
These assets are measured at market value at each balance sheet date.
Total financial instruments at market value by profit and loss increased by +4.2% (+EUR 34.5 billion) compared with 31 December 2024.
This increase is mainly due to the +20.2% increase in securities (+EUR 53.9 billion to EUR 321.3 billion at 31 December 2025), and the +12.7% increase in loans and repurchase agreements (+EUR 28.6 billion to EUR 254.3 billion at 31 December 2025), partially offset by the -14.9% decrease in derivative financial instruments (-EUR 48.0 billion to EUR 274.6 billion at 31 December 2025).
Loans and advances to credit institutions (net of impairment) amounted to EUR 26.3 billion at 31 December 2025, a decrease of -EUR 4.9 billion compared with 31 December 2024, and are split between on demand accounts, loans to credit institutions and repurchase agreements.
Repurchase agreements were stable at EUR 8.7 billion at 31 December 2025. Loans to credit institutions (net of impairment) were down by -42% to EUR 8.3 billion at 31 December 2025, compared with EUR 14.4 billion at 31 December 2024.
Loans and advances to customers are divided into ordinary accounts, loans to customers, lease financings and reverse repurchase agreements.
Loans and advances to customers (net of impairment) amounted to EUR 897.4 billion at 31 December 2025, compared with EUR 900.1 billion at 31 December 2024, globally stable. This is due to the decrease in loans to customers which amounted to EUR 787.3 billion at 31 December 2025, decreasing by - 0.6% compared with 2024 offset by an increase in reverse repurchase agreements which amounted to 1.2 billion at 31 December 2025 compared with EUR 0.5 billion (+149.9%), followed by the increase in demand accounts (+ 0.6%, or EUR 57.2 billion at 31 December 2025, compared with EUR 56.8 billion at 31 December 2024). Impairment provisions were down to EUR 15.9 billion at 31 December 2025, compared with EUR 16.9 billion at 31 December 2024.
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 151,7 billion at 31 December 2025 (net of impairment), compared with EUR 147,0 billion at 31 December 2024, thus increasing by +3.2%.
These assets are measured at market value through equity at each balance sheet date. They increased by EUR 6,5 billion between 31 December 2024 and 31 December 2025, amounting to EUR 77,9 billion.
Debt securities at fair value through equity posted an unrealised loss of - EUR 327 million at 31 December 2025, compared with unrealized loss of - EUR 1 285 million at 31 December 2024, an decrease of EUR 958 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 305.5 billion at 31 December 2025, increased by +6.5 % compared with 31 December 2024. This variation is mainly due to an increase of +8.8 % in financial assets at fair value through profit or loss (EUR 188.6 billion at 31 December 2025, compared with EUR 173.4 billion at 31 December 2024), and to an increase of +4.2 % in financial assets at fair value through equity (EUR 106.5 billion at 31 December 2025, compared with EUR 102.2 billion at 31 December 2024).
Financial assets at fair value through equity have an unrealised loss of -EUR 7.1 billion at 31 December 2025, compared with -EUR 5.2 billion at 31 December 2024, representing an increase of -EUR 1.9 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 167.8 billion at 31 December 2025, compared with EUR 174.1 billion at 31 December 2024, down by -3.6 %. This decrease is in particular related to guarantee deposits and bank guarantees paid, down by -EUR 10 billion (-8.0 %).
The Group’s liabilities (excluding equity) amounted to EUR 2,660.8 billion at 31 December 2025, up by +3.5% from 31 December 2024 (EUR 2,570.8 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 at amortised cost, liabilities related to insurance contracts and accrued expenses and other liabilities. The increase is mainly due to the evolution of:
Balance sheet presentation is also affected by the application of IFRS 5 standard on “non-current assets held for sale and discontinued activities”, which results notably in the reclassification of the liabilities of the Banque Marocaine pour le Commerce et l’Industrie (and its subsidiaries) and AG Insurance balance sheets within the dedicated line "Debts related to assets held for sale" (EUR 6.1 billion). The most impacted aggregate is "Deposits from customers” (-EUR 4.7 billion).
The trading portfolio consists mainly of sales of borrowed securities, repurchase agreements and derivative financial instruments. Financial liabilities designated as at fair 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 value through profit or loss increased by +5.9% (+EUR 46.8 billion) compared with 31 December 2024, related mainly to the +17.4% increase in deposits and repurchase agreement operations (+EUR 53.1 billion to EUR 357.9 billion at 31 December 2025), the +23.2% increase in issued debt securities and subordinated debt (+EUR 24.3 billion to EUR 129.3 billion in 31 December 2025), and the +23.2% increase in securities (+EUR 18.5 billion to EUR 98.5 billion at 31 December 2025), partially offset by the -16.3% decrease in derivative financial instruments (-EUR 49.2 billion to EUR 252.7 billion in 31 December 2025).
Amounts due to credit institutions consist primarily of interbank borrowings, demand deposits and repurchase agreements. Amounts due to credit institutions increased by + 4.5% or +EUR 3 billion to EUR 69.9 billion at 31 December 2025. This variation mainly results from a + 39.3% increase in interbank borrowings (EUR 47.1 billion at 31 December 2025 compared with EUR 33.8 billion at 31 December 2024), offset by EUR 12 billion decrease in repurchase agreements (EUR 10,5 billion at 31 December 2025)
Deposits from customers consist primarily of on-demand deposits, term accounts, savings accounts and repurchase agreements. Deposits from customers amounted to EUR 1,075.6 billion, increasing by EUR + 40.7 billion from 31 December 2024. This is due to an increase of + 4.6% in on-demand deposits (an increase of EUR 25.8 billion, to EUR 588.4 billion as at 31 December 2025), to an increase of + 5.0% in savings accounts (+EUR 8.1 billion, to EUR 170.1 billion as at 31 December 2025), to a decrease of - 9.6% in term accounts and short-term notes (a decrease of EUR 29.5 billion, to EUR 277.8 billion as at 31 December 2025). This change is due to an increase of repurchase agreements by +EUR 36,3 billion, to EUR 39,2 billion as at 31 December 2025, mainly due to the voluntary revocation of the banking license of a European clearing house, which is no longer considered a credit institution.
This category includes negotiable certificates of deposit and bond issues but does not include debt securities classified as financial liabilities at fair value through profit or loss (see note 4.h to the consolidated financial statements). Debt securities decreased from EUR 198.1 billion at 31 December 2024 to EUR 173.9 billion at 31 December 2025.
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 143.1 billion at 31 December 2025, compared with EUR 137.0 billion at 31 December 2024, an increase of 4.5 %. This increase is mainly due to guarantee deposits received, up by EUR 5.2 billion (+ 6.0 %).
Liabilities related to insurance contracts increased by 5.5 % compared with 31 December 2024 and amounted to EUR 261.2 billion at 31 December 2025 (EUR 247.7 billion at 31 December 2024), mainly due to the increase in the valuation of underlining assets related to insurance contracts not measured under the Premium Allocation approach.
Minority interests amounted to EUR 6.7 billion at 31 December 2025, compared with EUR 6 billion at 31 December 2024.
Shareholders’ equity amounted to EUR 125.5 billion at 31 December 2025, compared with EUR 128.1 billion at 31 December 2024. This -EUR 2.6 billion decrease is mainly attributable to the distribution of dividends on 2024 profit for -EUR 5.4 billion, to undated super subordinated notes’ reimbursement for -EUR 1.5 billion, to the share buyback for -EUR 2.2 billion, and of the variation in conversion reserves for -EUR 2,7 billion, partially offset by the 2025 fiscal year result of +EUR 12.2 billion, on which an advance payment has already been made for -EUR 2.9 billion.
Financing commitments given mainly consist of credit, and other commitments. They increased by EUR 5.2 billion compared with 31 December 2024, to EUR 395.9 billion at 31 December 2025.
This change is mainly driven by the increase in financing commitments given to customers which amount to EUR 389.8 billion at 31 December 2025 and those given to credit institutions which amount to EUR 6.0 billion at 31 December 2025.
Financing commitments received consist mainly of financing commitments received from credit institutions in the context of refinancing from central banks. These financing commitments increased by +11.7%, to EUR 89.8 billion at 31 December 2025, compared with EUR 80.4 billion at 31 December 2024.
Guarantee commitments given rose by EUR +7.1% to EUR 223.2 billion at 31 December 2025 (compared with EUR 208.3 billion at 31 December 2024); this increase comes from the guarantee commitments given to credit institutions (an increase of +8.9% to EUR 90.3 billion at 31 December 2025), and the increase of guarantee commitments to customers by +5.9% to EUR 132.9 billion at 31 December 2025 (compared with EUR 125.4 billion at 31 December 2024).
In millions of euros | Year to 31 Dec. 2025 | Year to 31 Dec. 2024 | Change |
|---|---|---|---|
Net interest income | 21,203 | 19,524 | +8.6% |
Net commission income | 11,705 | 10,701 | +9.4% |
Net gain on financial instruments at fair value through profit or loss | 11,283 | 11,569 | -2.5% |
Net gain on financial instruments at fair value through equity | 261 | 209 | +24.9% |
Net gain on derecognised financial assets at amortised cost | 31 | 55 | -43.6% |
Net income from insurance activities | 2,383 | 2,396 | -0.5% |
Net income from other activities | 4,357 | 4,377 | -0.5% |
Revenue | 51,223 | 48,831 | +4.9% |
The increase of +EUR 2,392 million in the Group’s revenues between 2024 and 2025 was mainly due to the increase of +EUR 1,679 million in net interest income and +EUR 1,004 million 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 Group’s hedging strategy and accounting treatment of hedging transactions.
Net Interest income increased by +8.6% to EUR 21,203 million for the year ended 31 December 2025. This variation is attributable to the combination of the increase in net income from financial instruments at amortised cost (EUR 19,493 million in 2025, compared with EUR 17,455 million in 2024), the increase in net income on financial instruments designated as at fair value through equity (EUR 3,280 million in 2025, compared with EUR 2,892 million in 2024), and the decrease in net income on interest rate portflolio hedge instruments (-EUR 2,375 million in 2025, compared with -EUR 1,409 million in 2024).
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 +9.4%, from EUR 10,701 million in 2024 to EUR 11,705 million in 2025.
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 value through profit or loss decreased by -2.5% from EUR 11,569 million in 2024 to EUR 11,283 million in 2025.
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 261 million in 2025 compared with EUR 209 million in 2024.
Net income from insurance activities includes insurance service result and financial result. Insurance service result includes revenue from services related 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 decreased by -EUR 13 million compared with 2024 and amounted to EUR 2,383 million in 2025.
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 decreased by -0.5%, from EUR 4,377 million in 2024 to EUR 4,357 million in 2025.
In millions of euros | Year to 31 Dec. 2025 | Year to 31 Dec. 2024 | Change |
|---|---|---|---|
Operating expenses | (29,003) | (27,803) | +4.3% |
Depreciation, amortisation and impairment of property, plant and equipment and intangible assets | (2,371) | (2,390) | -0.8% |
Total operating expenses, depreciation, and amortisation | (31,374) | (30,193) | +3.9% |
Operating expenses, depreciation and amortisation increased by 3,9%, from EUR 30,193 million in 2024 to EUR 31,374 million in 2025.
The Group’s gross operating income increased by 6.5% to EUR 19,849 million for the year ended 31 December 2025 (compared with EUR 18,638 million for the year ended 31 December 2024), mainly due to the increase in revenues (+ 4.9 %).
In millions of euros | Year to 31 Dec. 2025 | Year to 31 Dec. 2024 | Change |
|---|---|---|---|
Net allowances to impairment | (3,209) | (2,689) | +19.3% |
Recoveries on loans and receivables previously written off | 216 | 250 | n.s. |
Losses on irrecoverable loans | (357) | (560) | -36.3% |
Total cost of risk for the period | (3,350) | (2,999) | +11.7% |
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Other net losses for risk on financial instruments | (203) | (202) | +0.5% |
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 3,350 million in 2025, an increase of +11.7% compared with 2024.
The increase in cost of risk in 2025 is mainly due to the decrease of EUR 226 million in cost of risk related to impaired assets and commitments (stage 3) offset by an increase of -EUR 577 million in cost of risk related to assets and commitments classified in stage 1 and 2.
As at 31 December 2025, the total amount of doubtful loans, securities and commitments, net of collateral, amounted to EUR 19.9 billion (stable compared to 31 December 2024), and the related impairment amounted to EUR 13.3 billion, compared with EUR 13.9 billion as at 31 December 2024. The coverage ratio was at 66.9% at 31 December 2025, compared with 69.7% at 31 December 2024.
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.
The expected and realised cash flow losses on financial instruments granted that are not linked to the counterparty’s default are presented in “Other net losses for risk on financial instruments”, as indicated in note 2.h of the consolidated financial statements.
In 2025, the expenses thus recognized are mainly related to Swiss franc-denominated or Swiss franc-indexed mortgage loans granted in Poland, for an amount of EUR 118 million, compared to EUR 186 million in 2024 and the revolving loans granted in Spain, due to the Supreme Court rulings regarding requirements for information transparency, for an amount of EUR 100 million. In 2024, they also included losses related to the Borrower Assistance Act in Poland, amounting to EUR 16 million.
In total, operating income increased by 5.6%, from EUR 15,437 million for the year ended 31 December 2024 to EUR 16,296 million for the year ended 31 December 2025. This increase mainly resulted from the increase in revenues (+ 4.9%).
In millions of euros | Year to 31 Dec. 2025 | Year to 31 Dec. 2024 | Change |
|---|---|---|---|
Operating income | 16,296 | 15,437 | +5.6% |
Share of earnings of equity-method entities | 777 | 701 | +10.8% |
Net gain on non-current assets | (56) | (191) | -70.7% |
Goodwill | 48 | 241 | -80.1% |
Corporate income tax | (4,207) | (4,001) | +5.1% |
Net income attributable to minority interests | (633) | (499) | +26.9% |
Net income attributable to equity holders | 12,225 | 11,688 | +4.6% |
The share of earnings of equity-method entities increased from EUR 701 million in 2024 to EUR 777 million in 2025.
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 increased by +EUR 135 million (-EUR 56 million in 2025 compared with -EUR 191 million in 2024). In 2025, this item includes the impact of the hyperinflationary situation in Türkiye according to IAS 29 for -EUR 329 million (compared with -EUR 294 million in 2024) and the effect of the revaluation of an equity stake for +EUR 238 million. In 2024, this item included the loss of control on Cetelem Mexico for +EUR 119 million.
Changes in the value of goodwill amounted to EUR 48 million in 2025, related to the badwill arising from acquisition of Neuflize Vie, compared with EUR 241 million of changes in the value in 2024 (including EUR 226 million of negative goodwill on UkrSibbank).
The Group recorded an income tax expense of EUR 4,207 million in 2025, an increase compared with the income tax expense of EUR 4,001 million recorded in 2024.
The share of earnings attributable to minority interests in consolidated companies increased by +EUR 134 million (EUR 633 million in 2025 compared with EUR 499 million in 2024).
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 organized, sustainable and determined manner, the Group has placed sustainable development at the heart of its strategy and supports its customers on a daily basis in their transition by offering them products and services adapted to their needs.
In 2025, 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 2025, this objective had largely been achieved with EUR 252 billion deployed, including EUR 73 billion for 2025 alone. 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 objective, supported by the Corporate and Institutional Banking (CIB) and Commercial & Personal Banking Services (CPBS) divisions, benefited all the Group's customers in many areas such as housing renovation and sustainable mobility, renewable energies and the decarbonisation of production processes for companies of all sizes.
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. In 2022, the Group had set itself 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(2), by the end of 2025. These funds reached a total amount of EUR 347 billion at the end of 2025, representing 92% of the open-ended funds distributed by BNP Paribas Asset Management in Europe, exceeding the target set.
This presentation, through some of the emblematic achievements of the year 2025, 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 and geographies.
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 2025, BNP Paribas ranks number one worldwide in sustainable bonds and loans for the third consecutive year, with a total amount of USD 69 billion, and as well as number one worldwide in green bonds for the third consecutive year, with USD 26.2 billion, according to Dealogic(3).
In early 2026, specialised publications also highlighted BNP Paribas' high level of ESG performance. For example, the International Financing Review (IFR) magazine named the Group 2025 “Sustainable Finance House of the Year” for the third consecutive year.
According to the World Energy Outlook published by the International Energy Agency (IEA) in 2025, global investment in the energy sector is expected to reach USD 3.3 trillion in 2025. The share of global spending on low emission technologies has steadily increased since 2022. They are expected to account for two-thirds (or about USD 2 trillion) of total energy investment in 2025. In the "NZE scenario", low emission power generation and grid infrastructure have accounted for almost 90% of investments in the power generation sector since 2020. The IEA predicts that this share will approach 100% by 2035.
Since 2022, BNP Paribas has monitored its financing of high greenhouse gas (GHG) emitting sectors via decarbonisation targets for nine economic sectors(4) 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.
BNP Paribas has set the objective that low carbon energy, mainly renewable, 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 2025, low carbon energy represented 82% of this credit portfolio, for a total of EUR 38.3 billion (+36% compared to 2022), of which EUR 35.6 billion for renewable energy (+42% compared to 2022). See section 7.1.2 Climate change of the Sustainability statements (Chapter 7).
Illustrating this strong objective, the Energy Supply Banking Ratio published by Bloomberg(5) ranks BNP Paribas at the top of the ten major international banks in the ranking for 2024, with a ratio of EUR 2.27 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 harmonised, systematic, comprehensive and formal review of ESG topics throughout the client journey, including the credit process: from onboarding to credit granting, monitoring and reporting. The ESG Assessment covers corporate clients with a turnover above EUR 50 million and financial institutions, using questionnaires tailored to each sector. The ESG Assessment for corporates covers five ESG dimensions — including climate and environment — and provides an overview of the client’s ESG profile, complemented by a controversies’ analysis for a comprehensive evaluation.
In addition, with close to 71,000 employees trained in 2025, the Sustainability Academy embodies the Group's ambition to equip all its employees with the knowledge and skills necessary to achieve its sustainable finance objectives.
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. For its part, transport accounts for nearly 15% of total GHG emissions worldwide: decarbonising mobility is therefore also one of the essential levers of the ecological transition.
The Group, through its subsidiaries (Arval, BNP Paribas Personal Finance and BNP Paribas Cardif) and its commercial banks, facilitates access for individuals to solutions to improve the energy efficiency of their homes and adopt more environmentally friendly means of transport, in particular through the acquisition of energy efficient housing, less polluting vehicles or mobility solutions.
A significant increase in the financing of the transition in favour of individual customers can be noted. By way of illustration, BNP Paribas Personal Finance's total outstanding amount in sustainable finance dedicated to energy renovation of housing and sustainable mobility amounted to EUR 13.8 billion at the end of 2025 - up 37.7% in one year - including EUR 9.5 billion for mobility (electric and plug-in hybrid vehicles) and EUR 4.3 billion for the energy transition of housing.
According to the customer study conducted by the CPBS division with Harris Interactive & Toluna in eight European countries in the first quarter of 2025, 73% of Europeans believe it is important to improve the energy efficiency of their homes, however 76% are held back for financial reasons, 50% by difficulties in obtaining information and 63% say they do not know the energy performance certificate (EPC) of their home.
Within the CPBS division, the initiative My Sustainable Home structures the approach of commercial banks and BNP Personal Finance around four main levers:
In 2025, BNP Paribas continued to rely on:
2025 developments include:
The expansion of the offer has enabled BNP Paribas to confirm and accelerate its support for the housing energy transition, in particular through a better incentive for the acquisition of energy efficient properties and support for renovations, namely:
To meet the sustainable mobility needs of individuals' daily travel, the CPBS division has developed services and solutions to support its customers in their projects and launched the Sustainable Mobility for Individuals initiative in 2025. It structures the entities' overall approach around different levers:
BNP Paribas aims to provide tailor-made support to all its clients by providing them with its sector expertise and an organisation suited to their issues. Since 2021, the Low-Carbon Transition Group (LCTG) has brought 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. It develops specific expertise to support the development of new value chains such as batteries, green hydrogen and low carbon fuels, as well as CO2 sequestration.
Created in 2022, the Low-Carbon Transition for MidCaps and SMEs initiative brings together around 100 experts and supports the low carbon transition of mid‑caps and small and medium‑sized enterprises (SMEs) 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 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. This funding was also launched in 2025 in Italy and Poland. In 2025, BNP Paribas' commercial banks in France, Italy and Poland financed EUR 650 million in decarbonisation loans for corporate clients and more than EUR 730 million in loans for SMEs linked to the achievement of environmental, social and governance objectives.
Across the whole CPBS division, at the end of 2025, 16% of loans granted to corporate clients were sustainable loans, an increase of 19% compared to the previous year.
Serving sovereign, supranational and agency issuers
In 2025, BNP Paribas supported the inaugural issuance of a 10-year, EUR 1 billion sustainability-linked bond (SLB) by the Republic of Slovenia. It is the first SLB issued by a sovereign state in the Europe, Middle East and Africa (EMEA) region. The market has been very receptive with a final orderbook in excess of EUR 6.5 billion. The SLB includes a coupon step-up/step-down mechanism tied to the country’s annual GHG emissions reduction by 2030.
The Group also supported in 2025 the Kingdom of Denmark for the first sovereign bond issue under the European Union Green Bond (EuGB) framework and the first EuGB issue to include the forestry sector in its factsheet. The total proceeds from the bond issuances are expected to amount to a maximum of DKK 10 billion in 2025, or about USD 1.6 billion.
BNP Paribas also participated in the EUR 500 million Green Sukuk issue of the Islamic Development Bank, which benefited from a very high demand for orders both in terms of volume (five times oversubscribed) and in terms of the number of investors. The issuance aims to finance green projects in line with the new strengthened framework published by the Bank in the summer of 2025, which includes two new categories of eligible projects: climate change adaptation, food security and sustainable food systems.
BNP Paribas also supported the market innovation of the first USD 500 million bond issue of the Climate Investment Funds (CIF). This multilateral climate fund aims to mobilise private capital to support clean technology projects in developing markets.
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.
Relying in particular on its Low Carbon Transition Group, the Group played a significant role in many remarkable transactions in 2025 worldwide, including:
Since 2012, BNP Paribas has supported the financing of 49 offshore wind farms, for a total of 32.3 GW – of which 27.6 GW are in Europe. Among the wind projects financed in 2025:
In 2025, BNP Paribas Asset Management launched the BNPP Environmental Infrastructure Income fund, which invests globally in strategic sectors, covering energy and digital infrastructure, water and waste management, and transport infrastructure. This new fund complements the specialised range of BNP Paribas Asset Management's Environmental Strategies Group, which includes several innovative investment solutions such as the BNPP Clean Energy Solutions fund.
At the beginning of 2025, the THEAM Quant - Nuclear Opportunities thematic fund was launched by "THEAM Quant", the range in partnership between BNP Paribas Asset Management and the CIB division. The fund aims to invest in the nuclear energy value chain to meet the exponential demand for electricity and energy security, while contributing to global decarbonisation goals.
BNP Paribas has undertaken to align its activities with trajectories compatible with the Paris Agreement on climate. 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 terms for the oil and gas sector. These trajectories as well as their calculation and monitoring methodologies are described in section 7.1.2 Climate change of BNP Paribas' Sustainability statements.
To achieve these objectives, BNP Paribas supports its clients and the decarbonisation of industrial production processes by offering them financial products and services adapted to their challenges. Notable transactions in 2025 include:
BNP Paribas is supporting the transition of mobility across its entire value chain: the transition of existing 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 emblematic transactions supported by BNP Paribas in 2025 are:
In 2025, Arval accelerated its electric mobility offering by working to mitigate key barriers through several practical solutions:
Arval has also extended its roadmap until the end of 2026 to become a key player in sustainable mobility. It aims to reach 400,000 electric vehicles leased worldwide by the end of 2026, including vehicles for businesses and individuals. At the end of 2025, Arval leased 342,340 electric vehicles worldwide, an increase of 35% compared to the end of 2024.
As part of its proprietary investments, the Group has allocated a total envelope of EUR 450 million to invest in startups and companies that are implementing innovative solutions in favour of the ecological transition, natural capital, local development and social impact. This envelope is split in two parts.
The first, of EUR 200 million, is dedicated to impact companies that implement innovative solutions in three areas: local development and climate; social inclusion and solidarity; and the protection and restoration of natural capital.
In 2025, through this envelope, BNP Paribas invested in several startups and funds, including:
The second envelope, of EUR 250 million, supports the scaling up of energy transition startups. This envelope also supports the BNP Paribas Solar Impulse Venture Fund, managed by BNP Paribas Asset Management, to the tune of EUR 86 million. The fund is open to institutional investors, large corporates and Private Banking clients. In January 2025, it reached its final size of EUR 172 million.
In 2025, the following investments were made:
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 2025 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.
On 16 March 2026, BNP Paribas published quarterly series for 2025, restated to reflect, among other things, the reorganization of Global Capital Markets within CIB, the evolution of the sharing agreement between Wealth Management and CPBS, the transfer of 50% of Kantox from New Digital Businesses to Global Markets and the evolution of the main components of IPS and central costs allocation following the integration of AXA IM into the Asset Management. This restatement has no impact on the Group’s published 2025 results and changes only the analytical breakdown of business lines and divisions. This 2025 restatement will be used as from Q1 2026 results.
BNP Paribas unveiled on 17 March 2026 its 2030 Strategic Plan for its scaled and integrated Asset Management platform, positioning it as a key contributor to the Group’s trajectory toward a 13% Return on Tangible Equity by 2028.
Building on the successful acquisition of AXA IM, BNP Paribas Asset Management now operates at scale across Europe, marking a transformational step in its growth. It now manages over €1.6 trillion in assets, with full asset-class coverage and a highly diversified mix across strategies and distribution channels.
Leveraging the strength of BNP Paribas’ integrated model — including origination capabilities and broad distribution reach — the BNP Paribas Asset Management platform now holds leading positions in Alternatives, long term savings and a rapidly expanding ETF franchise.
The 2030 plan is anchored around four strategic growth pillars:
Supported by these growth engines, the 2025-2030 financial trajectory(6) is ambitious:
This ambition will be driven by disciplined execution and the generation of approximately €150m in revenue synergies(7) and ~€400m in cost synergies(2) by 2029 achieved through platform convergence, fund rationalisation, and operational scale efficiencies.
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 5 February 2026, date of publication of the 2025 annual results, no significant events have occurred that should be mentioned in this section.
Building on its 2025 results and the structurally favourable interest-rate environment, the Group confirms its 2024-2026 trajectory:
The upward revision of the 2028 ROTE target (new target above 13%, vs. previous target of 13%) results from strategic plans already underway at Commercial & Personal Banking in France (CPBF) and Belgium (CPBB), Personal Finance (PF), Arval, and Asset Management, and will be more broadly carried by the three divisions, CPBS, CIB and IPS.
The 2028 cost-income ratio target is also revised (new target below 56% vs. previous target of ~58%). The Group is launching a structural transformation plan for support functions to amplify the benefits of growth at marginal cost resulting from the operating efficiency measures taken since 2022.
In 2025, these measures produced EUR 800 million in recurring cost savings, above the EUR 600 million projected. Additional measures planned for 2026 are expected to produce another EUR 600 million, which would bring total recurring cost savings for 2022-2026 to EUR 3,500 million, above the EUR 2,900 million equivalent initially projected and broken down by operating division as follows: CPBS 54%, CIB 32%, and IPS 14%. Such measures have historically allowed the Group to reduce its cost-income ratio by about 6 points between 2021 (67.3%) and 2025 (61.2%), or an annual average of 1.5 points. The structural transformation plan for support functions will help accelerate the improvement in cost-income ratio beginning in 2027, with the ratio expected to improve below 56% by 2028.
The Group announces a new objective for net income, Group share. On the back of strong revenue growth and a significant improvement in the cost-income ratio, average annual growth in net income, Group share is expected to exceed 10% between 2025 and 2028. This marks an acceleration, as the average annual growth target for 2024-2026 stands at +7%. On this basis, double-digit average annual growth in Earnings per share can be expected between 2025 and 2028, making it possible to raise shareholder return during the period.
The Group reiterates its 13% post-FRTB CET1 ratio target for 31.12.2027 and 31.12.2028. The Group’s capital trajectory combines disciplined growth with shareholder return. It is based in particular on: (i) an acceleration of organic capital generation, thanks to higher net income; (ii) the divestment cycle that has begun, with an estimated net impact of +13 basis points on the CET1 ratio; and (iii) disciplined organic growth in RWA (about +2% per year) including securitisations.
Distribution to shareholders of surplus CET1 above 13% ratio, in addition to the 60% payout ratio, will be determined on an annual basis from 2027, with the Group’s priority being to generate capital to reach the targeted 13% ratio as swiftly as possible.
Building on this trajectory, the Group is strengthening the foundations for its 2027-2030 plan, which will be unveiled in early 2027, and is already launching a structural transformation plan for our support functions.
This plan, covering an annual addressable cost base of about EUR 15 billion, includes: (i) a comprehensive review of processes; (ii) pooling of infrastructures and streamlining the application portfolio; (iii) simplification and alignment of operational and organisational models; and (iv) more intensive use of artificial intelligence.
Its goal is to drive a structural shift focused on operational and financial performance for the benefit our stakeholders, i.e.: (i) clients, by enhancing the quality of service and expanding personalised digital offerings; (ii) employees, by refocusing on higher-value-added tasks; and (iii) shareholders, by accelerating the structural decline cost-income ratio. It is also meant to reduce operating risk and improve data quality and availability to support scaled AI deployment.
The Group’s 2027-2030 plan will be presented at a Capital Markets Day (CMD) in early 2027.
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(13) (hereinafter: CET1) stood at 12.6% as of 31 December 2025, well above SREP requirements (10.52%) and up by +10 basis points compared to 30 September 2025.
The quarter was marked by the combined impacts of: (i) organic capital generation net of the change in risk-weighted assets in 4Q25 (+30 basis points); and (ii) distribution of 4Q25 earnings based on a 60% payout ratio (-20 basis points).
The leverage ratio(14) stood at 4.5% as of 31 December 2025.
As of 31 December 2025, the liquidity coverage ratio(15) (end-of-period) stood at 134%, high-quality liquid assets (HQLA) at EUR 379 billion, and the immediately available liquidity reserve(16) at EUR 475 billion.
Alternative Performance Measures | Definition | Reason for use |
|---|---|---|
Insurance P&L aggregates (Revenues, Operating expenses, Gross operating income, Operating income, Pre-tax 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 Center; 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 Center P&L aggregates | P&L aggregates of Corporate Center, including restatement of the volatility (IFRS 9) and attributable costs (internal distributors) related to Insurance activities”, following the application from 01.01.23 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 “Quarterly Series” tables. | Transfer to Corporate Center of the impact of operating expenses “attributable to insurance activities” on internal distribution contracts in order not to disrupt 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 Center profit and loss account aggregates. Reconciliation with Group profit and loss account aggregates is provided in the “Quaterly series” tables. 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 Specialized 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 Center. | 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 “Quarterly series” tables. | 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 throughout their lifetime. |
Cost/income ratio | Ratio of costs to income | Measure of operating efficiency in the banking sector |
Cost of risk/customer loans outstanding at the beginning of the period (in basis points) | Ratio of cost of risk (in €m) to customer loans outstanding 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 loans outstanding |
Change in operating expenses excluding IFRIC 21 impact | Change in operating expenses excluding taxes and contributions subject to IFRIC 21 | Representative measure of the change in operating expenses excluding taxes and contributions subject to IFRIC 21 booked almost entirely in the 1st quarter 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 table “Calculation of Return on Equity”. Assets and liabilities recognised directly in equity are included in the denominator Permanent Shareholders’ Equity. | Measure of the BNP Paribas Group’s return on equity A change in the calculation methodology was carried out from Q4 2025 to align with sector peers |
RONE | Ratio of annualised net income before tax over average allocated notional equity over the period.
| Measure of operational performance representative of the return on notional equity allocated to the business lines or operating divisions, taking into account their risk exposure |
Return on Tangible Equity (ROTE) | Details of the ROTE calculation are disclosed in the table “Calculation of Return on Equity”. Assets and liabilities recognised directly in equity are included in the denominator Permanent Shareholders’ Equity | Measure of the BNP Paribas Group’s return on tangible equity A change in the calculation methodology was carried out from 4Q25 to align with sector peers |
Coverage ratio of non-performing loans | 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) | Measure of provisioning of non-performing 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 is 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.
In millions of euros | Commercial, Personal Banking & Services (2/3 of Private Banking) | Investment & Protection Services | CIB | Operating divisions | Corporate Centre | Group | |
|---|---|---|---|---|---|---|---|
Revenues |
| 26,717 | 6,929 | 18,997 | 52,643 | -1,420 | 51,223 |
%Change 2024 | +2,6% | +19.6% | +5.6% | +5.6% | +41.3% | +4.9% | |
Operating Expenses and Dep. |
| (16,053) | (4,158) | (11,061) | (31,273) | (101) | (31,374) |
%Change 2024 | +0,9% | +16.5% | +3.1% | +3.5% | n.s. | +3.9% | |
Gross Operating Income |
| 10,663 | 2,771 | 7,936 | 21,370 | -1,521 | 19,849 |
%Change 2024 | +5,2% | +24.6% | +9.3% | +8.9% | +54.6% | +6.5% | |
Cost of Risk & Other |
| (3,059) | (10) | (452) | (3,521) | (32) | (3,553) |
%Change 2024 | -4,4% | -34.9% | n.s. | +14.6% | -75.5% | +11.0% | |
Operating Income |
| 7,604 | 2,761 | 7,484 | 17,849 | -1,553 | 16,296 |
%Change 2024 | +9,6% | +25.0% | +1.1% | +7.9% | +39.5% | +5.6% | |
Share of Earnings of Equity-Method Entities |
| 423 | 186 | 20 | 628 | 149 | 777 |
Other Non-Operating Items |
| (222) | 142 | 3 | (77) | 69 | (8) |
Pre-Tax Income |
| 7,805 | 3,089 | 7,506 | 18,400 | -1,335 | 17,065 |
%Change 2024 | +10,8% | +32.9% | +1.2% | +9.6% | n.s. | +5.4% | |
Corporate Income Tax |
|
|
|
|
|
| (4,207) |
Net Income Attributable to Minority Interests |
|
|
|
|
|
| (633) |
Net Income from discontinued activities |
|
|
|
|
|
| 0 |
Net Income Attributable to Equity Holders |
|
|
|
|
|
| 12,225 |
In millions of euros | 2025 | 2024 |
|---|---|---|
Commercial, Personal Banking & Services (including 100% of Private Banking) |
|
|
Revenues | 27,483 | 26,788 |
Operating Expenses and Dep. | (16,459) | (16,304) |
Gross Operating Income | 11,023 | 10,483 |
Cost of Risk & others | (3,058) | (3,198) |
Operating Income | 7,965 | 7,286 |
Share of Earnings of Equity-Method Entities | 423 | 409 |
Other Non-Operating Items | (222) | (298) |
Pre-Tax Income | 8,166 | 7,396 |
Income Attributable to Wealth and Asset Management | (361) | (349) |
Pre-Tax Income of Commercial, Personal Banking & Services | 7,805 | 7,047 |
Cost/Income | 59.9% | 60.9% |
Allocated Equity (€bn, year to date; including 2/3 of Private Banking) | 56.2 | 55.5 |
Including 100% of Private Banking for the Revenues to Pre-tax income items | ||
In millions of euros | 2025 | 2024 |
|---|---|---|
Commercial, Personal Banking & Services (including 2/3 of Private Banking) |
|
|
Revenues | 26,717 | 26,050 |
Operating Expenses and Dep. | (16,053) | (15,912) |
Gross Operating Income | 10,663 | 10,137 |
Cost of Risk Incl. Other net losses for risk on financial instruments |