Corporate governance

• The Bank partially applied recommendation IV.R.2 relating to the issue of transmission of the General Meeting and the possibility to participate and vote in the General Meeting via electronic channels. The amended Regulations of the General Meeting enabled the organisation of General Meetings and active shareholders’ participation by using electronic forms of communication. Because of the shareholder structure and potential legal and organisational risks, the Bank applied the above principle partially, limiting itself to the real-time transmission of General Meetings (started in 2020 in accordance with Rules I.Z.1.16, I.Z.1.20, IV.Z.2).
• The Bank partly applied rule V.Z.5. – the Supervisory Board’s consent to the conclusion by a company a significant agreement with a shareholder holding at least 5% of the total number of votes in the company or a related entity. The Bank applies the rule concerning the Supervisory Board’s approval of the conclusion of significant agreements with an affiliated entity (at present all shareholders holding more than 5% of votes are affiliated entities).
• The following principles and recommendations were not applied: I.Z.1.10 (the Bank does not publish financial forecasts), III.Z.6. (the internal audit function and the Audit Committee at the Supervisory Board are separated in the Bank) and IV.R.3. (the Bank’s shares are listed only on the WSE).

• Principle 2.1.: ” Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.”
• The Bank has a diversity policy, which formally forms part of the policies of assessing the suitability of Supervisory Board Members, Management Board Members and persons performing key functions at the BNP Paribas Bank Polska S.A. The Diversity Policy with regard to the Supervisory Board was approved by the General Meeting of Shareholders on January 4, 2022.
• The application of the criteria ensuring diversity in the Bank’s bodies is a legally binding requirement resulting from specific legal regulations as well as the EBA Guidelines applicable to banks. The Bank is an entity regulated and supervised by the Polish Financial Supervision Authority. The correctness and quality of the application of the diversity approach is monitored, inter alia, as a part of the PFSA’s verification of individual and collective suitability assessment. When selecting people for the Company’s bodies and for key functions, the Bank takes into account the criteria of reputation, honesty and ethics, sufficient time commitment, no conflict of interest, independence of judgment, knowledge, skills and experience of the candidates.
• In the applied adequacy assessment policy, the Bank ensured the promotion of diversity in the Management Board, Supervisory Board as well as in case of key functions, from the moment of constructing a diverse pool of candidates, in order to reach a wide range of properties and competences of the Management Board and Supervisory Board Members, in order to gain different points of view and experience and enable the issuance of independent opinions and sensible decisions within the corporate bodies. As part of the appointment and suitability assessment processes, to ensure diversity the Bank takes into account such criteria as: gender, education and professional experience, specialist knowledge, age, and geographical origin.
• The Bank attaches great importance to the real implementation of diversity, including ensuring an appropriate participation of women in the Bank’s bodies. The Bank has made a strategic decision, reflected in the diversity policy, that by 2025 it will ensure the participation of 30% of women in the Management Board and Supervisory Board separately. As at the date of publication of this report, the share of women in the Supervisory Board is 41.7%. The share of women in the Bank’s Management Board is 22.2%.
• Compliance with the principle of diversity is monitored not only at the level of the bank’s authorities, but also at the level of managerial positions. Currently, the share of women in the highest managerial positions other than the Management Board (managing director, executive director, tribe leader) is 36.0%.
• Due to the fact that as at the date of publishing this report on the application of the WSE Best Practices the share of women in the Bank’s Management Board has not reached the target level of 30%, the bank prudently reports that it does not apply the above rule.

• Principle 1.4.: “To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their website information concerning the framework of the strategy, measurable goals, including in particular long-term goals, planned activities and their status, defined by measures, both financial and non-financial. ESG information concerning the strategy should among others:”
• Principle 1.4.2.: „present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.”.
• One of the four pillars of the current CSR and sustainable development strategy is responsibility in the workplace, where the main obligations are to promote openness and diversity and to create a friendly and responsible workplace. By implementing the best market practices, BNP Paribas Bank Polska S.A. measured the wage gap for the first time in 2020. After analysing the results, systemic and dedicated actions and recommendations (included in the annual remuneration review process) were undertaken to reduce the level of the wage gap. The wage gap ratio is measured according to the Bank’s internal methodology, taking into account the total remuneration based on the homogeneous groups of employees (created based on the employment area and the grade).
• The GPGR calculated as at December 31, 2020 (and the methodology for its calculation) is published on the Bank’s website describing the CSR and sustainable development strategy.
• The ratio as at December 31, 2021 was disclosed in the Annual Report 2021. The Bank includes the assumed reduction of the GPGR ratio in the new strategy of the Bank, the publication of which is scheduled for the first quarter of 2022.
• Principle 2.11.: “In addition to its responsibilities laid down in the legislation, the supervisory board prepares and presents an annual report to the annual general meeting once per year. Such report includes at least the following:”
• Principle 2.11.1: „information about the members of the supervisory board and its committees, including indication of those supervisory board members who fulfil the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and those supervisory board members who have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company, and information about the members of the supervisory board in the context of diversity;”
• The Bank declares the application of this principle. Information on which Supervisory Board members have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company is included in the section on independence of Supervisory Board members. Information on the diversity of the SB will be included in the next SB annual report (currently this information is presented in the Mamagement Board’s Report on the activity).
• Principle 2.11.4.: „assessment of the company’s compliance with the corporate governance principles and the manner of compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities, and information about measures taken by the supervisory board to perform such assessment;”
• The bank declares to apply this principle. The annual report on the SB’s activities includes an overall assessment of the application of the corporate governance principles. Information on the manner of fulfilling disclosure obligations is a newly introduced rule – it will be included in the annual report of the SB for 2021.
• Principle 2.11.5.: „assessment of rationality of expenses referred to in principle 1.5” (expenditures spent on sponsorships and charitable activities);
• Principle 2.11.6.: „information regarding the degree of implementation of the diversity policy applicable to the management board and the supervisory board, including the achievement of goals referred to in principle 2.1.”
• This are a newly introduced rules – information will be included in the annual report of the SB for 2021.

• Principle 4.8.: „Draft resolutions of the general meeting on matters put on the agenda of the general meeting should be tabled by shareholders no later than three days before the general meeting.”
• Principle 4.9.1.: „candidates for members of the supervisory board should be nominated with a notice necessary for shareholders present at the general meeting to make an informed decision and in any case no later than three days before the general meeting; the names of candidates and all related documents should be immediately published on the company’s website;”.

These rules apply to shareholders. After the adoption of DPSN 2021 for application by the EGM of BNP Paribas Bank Polska S.A. on January 4, 2022 (Resolution No. 3), the Bank reports compliance with the above principles.