2018 Registration Document and Annual Financial Report
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REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT 2018 The bank for a changing world 1 PRESENTATION OF THE BNP PARIBAS GROUP 3 6 INFORMATION ON THE 1.1 Group presentation 4 PARENT COMPANY FINANCIAL 1.2 Key fi gures 4 STATEMENTS 31 DECEMBER 2018 465 1.3 History 5 6.1 BNP Paribas SA fi nancial statements 466 1.4 Presentation of operating divisions and business lines 6 Notes to the parent company financial statements 468 1.5 BNP Paribas and its shareholders 16 6.2 Appropriation of income for the year ended 31 December 2018 and dividend distribution 494 2 CORPORATE GOVERNANCE 6.3 BNP Paribas SA fi ve-year fi nancial summary 495 AND INTERNAL CONTROL 29 6.4 Subsidiaries and associated companies of BNP Paribas SA 496 2.1 Corporate governance report 30 6.5 Disclosures of investments of BNP Paribas SA 2.2 Statutory Auditors’ report, prepared in 2018 affecting at least 5% of share capital of in accordance with article L.225-235 of the French French companies 502 Commercial Code, on the Board of directors’ 6.6 Statutory Auditors’ report on the fi nancial report on corporate governance 98 statements 503 2.3 The Executive Committee 98 2.4 Internal Control 99 7 A COMMITTED BANK: INFORMATION CONCERNING THE ECONOMIC, 3 2018 REVIEW OF OPERATIONS 113 SOCIAL, CIVIC AND ENVIRONMENTAL 3.1 BNP Paribas consolidated results 114 RESPONSIBILITY OF BNP PARIBAS 509 3.2 Core business results 116 7.1 Our strategy 511 3.3 Balance sheet 128 7.2 Our economic responsibility: fi nancing 3.4 Profi t and loss account 131 the economy in an ethical manner 517 3.5 Recent events 135 7.3 Our social responsibility: developing and engaging 3.6 Outlook 136 our people responsibly 531 3.7 Financial structure 138 7.4 Our civic responsibility: being a positive agent for change 546 3.8 Alternative Performance Measures (APM) – Article 223-1 of the AMF’s General regulation 139 7.5 Our environmental responsibility: combating climate change 551 7.6 Duty of care and Modern Slavery Act and human 4 CONSOLIDATED FINANCIAL traffi cking statement 557 STATEMENTS FOR THE YEAR ENDED 31 7.7 Extra-fi nancial performance statement 563 DECEMBER 2018 149 7.8 Table of concordance with GRI, ISO 26000, 4.1 Profi t and loss account for the year ended UNEP FI, Global Compact, Sustainable 31 December 2018 152 Development Goals, Principles for Responsible 4.2 Statement of net income and changes in assets Banking and TCFD 566 and liabilities recognised directly in equity 153 7.9 Report by one of the Statutory Auditors, 4.3 Balance sheet at 31 December 2018 154 appointed as an independent third party, on the consolidated non-fi nancial information statement 4.4 Cash fl ow statement for the year ended included in the group management report 572 31 December 2018 155 4.5 Statement of changes in shareholders’ equity 8 GENERAL INFORMATION 575 between 1 January 2017 and 31 December 2018 156 4.6 Notes to the fi nancial statements prepared in 8.1 Documents on display 576 accordance with IFRS as adopted by the European 8.2 Material contracts 576 Union 158 8.3 Dependence on external parties 576 4.7 Statutory Auditors’ report on the consolidated 8.4 Signifi cant changes 577 fi nancial statements 270 8.5 Investments 577 5 RISKS AND CAPITAL ADEQUACY – PILLAR 3 277 8.6 Information on locations and businesses in 2018 578 8.7 Founding documents and Articles of association 585 5.1 Annual risk survey 280 8.8 Statutory Auditors’ special report on related party 5.2 Capital management and capital adequacy 296 agreements and commitments 590 5.3 Risk management [Audited] 324 5.4 Credit risk 331 9 STATUTORY AUDITORS 593 5.5 Securitisation in the banking book 374 9.1 Statutory Auditors 594 5.6 Counterparty credit risk 384 5.7 Market risk 396 10 PERSON RESPONSIBLE FOR 5.8 Liquidity risk 414 THE REGISTRATION DOCUMENT 595 5.9 Operational risk 428 10.1 Person responsible for the Registration document 5.10 Insurance risks 436 and the annual fi nancial report 596 Appendix 1: Sovereign exposures [Audited] 441 10.2 Statement by the person responsible Appendix 2: Regulatory capital – Detail 444 for the Registration document 596 Appendix 3: Countercyclical capital buffer 452 11 Appendix 4: Capital requirements of significant TABLES OF CONCORDANCE 597 subsidiaries 454 Appendix 5: List of tables and figures 460 Appendix 6: Acronyms 463 2018 Registration document and annual fi nancial report Only the French version of the Registration document has been submitted to the AMF. It is therefore the only version that is binding in law. The original document was filed with the AMF (French Securities Regulator) on 5 March 2019 , in accordance with article 212-13 of the AMF’s General Regulations. It may be used in support of a financial transaction only if supplemented by a Transaction Note that has received approval from the AMF. This document was prepared by the Issuer and its signatories assume responsibility for it. The English language version of this report is a free translation from the original, which was prepared in French. All possible care has been taken, to ensure that the translation is an accurate presentation of the original. However, in all matters of interpretation, views or opinion expressed in the original language version of the document in French take precedence over the translation. 2018 Registration document and annual fi nancial report - BNP PARIBAS 1 2 2018 Registration document and annual fi nancial report - BNP PARIBAS PRESENTATION OF THE 1 BNP PARIBAS GROUP 1.1 Group presentation 4 1.2 Key fi gures 4 Results 4 Market capitalisation 4 Long-term and short-term ratings 5 1.3 History 5 1.4 Presentation of operating divisions and business lines 6 Retail Banking & Services 6 International Financial Services 10 Corporate and Institutional Banking 13 Corporate Centre 15 Key factors affecting the business 15 1.5 BNP Paribas and its shareholders 16 Share capital 16 Changes in share ownership 16 Listing information 17 Key shareholder data 20 Creating value for shareholders 21 Communication with shareholders 22 Shareholder Liaison Committee 23 Dividend 23 Change in dividend (in euro per share) 24 BNP Paribas registered shares 24 Shareholders’ Annual General Meeting 25 Disclosure thresholds 28 2018 Registration document and annual fi nancial report - BNP PARIBAS 3 PRESENTATION OF THE BNP PARIBAS GROUP 1 Group presentation 1.1 Group presentation 1 BNP Paribas, Europe’s leading provider of banking and fi nancial services, ■ International Financial Services, comprising: has four domestic Retail Banking markets in Europe, namely in France, ■ Europe-Mediterranean, Belgium, Italy and Luxembourg. ■ BancWest, It operates in 72 countries and has more than 202,000 employees, ■ Personal Finance, including over 154,000 in Europe. BNP Paribas holds key positions in its two main businesses: ■ Insurance, ■ Wealth and Asset Management; ■ Retail Banking and Services, which includes: ■ Corporate and Institutional Banking (CIB): ■ Domestic Markets, comprising: ■ Corporate Banking, ■ French Retail Banking (FRB), ■ Global Markets, ■ BNL banca commerciale (BNL bc), Italian retail banking, ■ Securities Services. ■ Belgian Retail Banking (BRB), BNP Paribas SA is the parent company of the BNP Paribas Group. ■ Other Domestic Markets activities including Luxembourg Retail Banking (LRB); 1.2 Key fi gures RESULTS 2014(****) 2015 2016 2017 2018 Revenues (in millions of euros) 39,168 42,938 43,411 43,161 42,516 Gross operating income (in millions of euros) 12,644 13,684 14,033 13,217 11,933 Net income Group share (in millions of euros) 157 6,694 7,702 7,759 7,526 Earnings per share (in euros)(*) 4.70(**) 5.14 6.00 6.05 5.73 Return on equity(***) 7.7%(**) 8.3% 9.3% 8.9% 8.2% (*) Based on net income Group share adjusted for interest on Undated Super Subordinated Notes deemed equivalent to preferred shares issued by BNP Paribas SA and treated as a dividend for accounting purposes. (**) Excluding the costs related to the comprehensive settlement with the US authorities. Excluding this effect, net earnings per share came to -EUR 0.07 and return on equity stood at -0.1%. (***) Return on equity is calculated by dividing net income attributable to equity holders (adjusted for interest on Undated Super Subordinated N otes issued by BNP Paribas SA, treated as a dividend for accounting purposes and adjusted for the foreign exchange effect on redeemed Undated S uper S ubordinated N otes) by average permanent shareholders’ equity, not revaluated, between the beginning of the year and the end of the year (shareholders’ equity attributable to equity holders adjusted for changes in assets and liabilities recognised directly in equity, Undated Super S ubordinated N otes, remuneration net of tax payable to holders of Undated Super S ubordinated N otes and proposed distribution of dividends). (****) Figures restated following the application of IFRIC 21 interpretation. MARKET CAPITALISATION 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 Market capitalisation (in billions of euros) 70.5 61.4 65.1 75.5 77.7 49.3 Source: Bloomberg. 4 2018 Registration document and annual fi nancial report - BNP PARIBAS PRESENTATION OF THE BNP PARIBAS GROUP History 1 LONG-TERM AND SHORT-TERM RATINGS 1 Long-term and short-term Long-term and short-term ratings as at 6 March 2018 ratings as at 5 March 2019 Outlook Date of last review Standard & Poor’s A/A-1 A/A-1 Positive 4 July 2018 Fitch A+/F1 A+/F1 Stable 21 June 2018 Moody’s Aa3/Prime-1 Aa3/Prime-1 Stable 27 September 2017 DBRS AA (low)/R-1 (middle) AA (low)/R-1 (middle) Stable 13 July 2018 On 4 July 2018, Standard & Poor’s confi rmed the long-term credit rating On 27 September 2017, following its review, Moody’s upgraded the long- of BNP Paribas at A with improving the outlook to positive .