UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

In the Matter of: 

BNP Paribas S.A. and BNP Paribas 

Securities Corp. 

Respondents. 

 

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CFTC Docket No. 23-33

ORDER INSTITUTING PROCEEDINGS PURSUANT TO 

SECTION 6(c) AND (d) OF THE COMMODITY EXCHANGE ACT, MAKING 

FINDINGS, AND IMPOSING REMEDIAL SANCTIONS 

I. INTRODUCTION

The Commodity Futures Trading Commission (“Commission”) has reason to believe that 

from at least 2014 to the present (“Relevant Period”), BNP Paribas S.A. and BNP Paribas 

Securities Corp. (“BNPP” or “Respondents”) violated, as set forth below, Sections 4g, 

4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Commodity Exchange Act (“Act”), 7 U.S.C. 

§§ 6g, 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Commission Regulations (“Regulations”) 1.31,

1.35, 23.201(a), 23.202(a)(1) and (b)(1), 23.602(a), and 166.3, 17 C.F.R. §§ 1.31, 1.35,

23.201(a), 23.202(a)(1), (b)(1), 23.602(a), 166.3 (2022). Therefore, the Commission deems it

appropriate and in the public interest that public administrative proceedings be, and hereby are,

instituted to determine whether Respondents engaged in the violations set forth herein and to

determine whether any order should be issued imposing remedial sanctions.

In anticipation of the institution of an administrative proceeding, Respondents have 

submitted an Offer of Settlement (“Offer”), which the Commission has determined to accept. 

Respondents admit the facts set forth in Section II below, acknowledge that their conduct 

violated the Act and Regulations and consent to the entry of this Order Instituting Proceedings 

Pursuant to Section 6(c) and (d) of the Commodity Exchange Act, Making Findings, and 

Imposing Remedial Sanctions (“Order”), and acknowledge service of this Order.1

1

 Respondents agree that the findings of fact and conclusions of law in this Order shall be taken as true and correct 

and be given preclusive effect without further proof in this proceeding and any other proceeding brought by the 

Commission or to which the Commission is a party or claimant, including but not limited to, a proceeding in 

bankruptcy or receivership. Respondents do not consent to the use of the Offer or this Order, or the findings or 

conclusions in this Order, by any other party in any other proceeding. 
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II. FINDINGS 

The Commission finds the following: 

A. SUMMARY 

The Act and Regulations impose recordkeeping and supervision requirements on 

Commission registrants to ensure that they responsibly discharge their crucial role in our 

markets. Compliance with these requirements is essential to the Commission’s efforts to 

promote the integrity, resilience, and vibrancy of the U.S. derivatives markets through sound 

regulation. 

During the course of a Commission investigation into certain of BNPP’s trading, 

Commission staff issued subpoenas to BNPP for certain communications. Separately, 

Commission staff became aware of BNPP employee use of unapproved communications methods 

for business conversations. 

The Commission’s subsequent investigation with respect to BNPP employees’ use of 

unapproved methods of communication identified that, during the Relevant Period, BNPP 

employees, including those at senior levels, communicated both internally and externally using 

unapproved methods, including via personal text messages and WhatsApp messages. These 

written communications were sent and received by BNPP employees and included messages 

related to BNPP’s businesses as Commission registrants that were required to be maintained 

under Commission-mandated recordkeeping requirements. These written communications via 

unapproved methods generally were not maintained and preserved by BNPP, and BNPP 

generally would not have been able to furnish the communications promptly to a Commission 

representative if and when requested. As a result, BNPP violated, as set forth below, Sections 

4g, 4s(f)(1)(C), and 4s(g)(1) and (3) of the Act, 7 U.S.C. §§ 6g, 6s(f)(1)(C), 6s(g)(1), (3), and 

Regulations 1.31, 1.35, 23.201(a), and 23.202(a)(1) and (b)(1), 17 C.F.R. §§ 1.31, 1.35, 

23.201(a), 23.202(a)(1), (b)(1) (2022). 

In addition, the widespread use of unauthorized communication methods by BNPP’s 

employees to conduct firm business violated BNPP’s own policies and procedures, which 

prohibited such communications. BNPP did not maintain adequate internal controls with respect 

to the use of unapproved communication methods for business-related communications. Indeed, 

some of the very same supervisory personnel at BNPP responsible for ensuring compliance with 

BNPP’s policies and procedures themselves utilized unapproved methods of communication to 

engage in business-related communications, in violation of firm policy. Because BNPP failed to 

implement a diligent supervisory system to ensure compliance with Commission recordkeeping 

requirements and the firm’s own policies and procedures, and because the widespread use of 

unauthorized communication methods resulted in the firm’s failure to maintain Commissionrequired records, BNPP failed to diligently supervise matters related to its business as a 

Commission registrant in violation of Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), and 

Regulations 166.3 and 23.602(a), 17 C.F.R. §§ 166.3, 23.602(a) (2022), as set forth below. 
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B. RESPONDENTS 

BNP Paribas S.A. is global financial services corporation. BNPP has been provisionally 

registered with the Commission as a Swap Dealer since December 31, 2012. BNPP maintains 

offices in, among other places, New York, New York. 

BNP Paribas Securities Corp. is a U.S. company with its main office in New York, New 

York. BNP Paribas Securities Corp. is registered with the Commission as a Futures Commission 

Merchant (“FCM”). 

C. FACTS 

During the course of a Commission investigation into certain of BNPP’s trading, 

Commission staff issued subpoenas to BNPP for specified communications. Separately, 

Commission staff became aware of BNPP employee use of unapproved communication methods 

for business conversations. 

In response to Commission staff’s questions regarding BNPP employees’ use of 

unapproved communication methods on those employees’ personal devices, BNPP conducted a 

review of the use of unapproved communications methods by its employees. That review 

demonstrated that there was widespread and longstanding use of unapproved communication 

methods by employees—including senior-level employees—to engage in firm business, 

including relating to trading in CFTC regulated derivatives markets. 

Importantly, during the Relevant Period, BNPP’s policies and procedures broadly 

prohibited employees from using unapproved communication methods, such as personal text 

messages and WhatsApp, to engage in business-related communications. 

Messages sent through BNPP-approved communications methods were monitored, 

subject to review, and when appropriate, archived. By contrast, messages sent using unapproved 

communication methods, including over personal WhatsApp, email, and text messages, were 

generally not monitored, subject to review, or archived. 

As a result of BNPP’s failure to ensure that employees—including supervisors and 

senior-level employees—complied with the firm’s communications policies and procedures, 

BNPP failed to maintain thousands of business-related communications, including 

communications in connection with its commodities and swaps businesses, and thus failed 

diligently to supervise its businesses as Commission registrants. These supervision failures 

resulted in the widespread use of unapproved methods of communication by many BNPP 

employees in violation of the firm’s policies and procedures, as well as a widespread failure to 

maintain certain records required to be maintained pursuant to Commission recordkeeping 

requirements. 

A sampling analysis, for example, of the personal devices of twelve BNPP employees, 

nine of which were associated persons of BNPP’s swap dealer or FCM businesses, illustrates the 

breadth of BNPP’s supervision and recordkeeping failures. Of those twelve employees, the vast 

majority had violated BNPP’s communications policies and procedures by using personal text 
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message and other unapproved methods to communicate with brokers, coworkers, and market 

participants. Further, those employees’ communications revealed that dozens of other BNPP 

employees (including numerous senior supervisors and associated persons) conducted firm 

business via unapproved methods (including in text and WhatsApp messages). Certain of these 

communications constituted records that were required to be kept pursuant to Commission 

recordkeeping requirements, and none of the communications were preserved and maintained by 

BNPP. 

BNPP’s recordkeeping and supervision failures were firm-wide and involved employees 

at all levels of authority. Moreover, employees’ use of unapproved communication methods was 

not hidden within the firm. To the contrary, certain supervisors—the very people responsible for 

supervising employees to prevent this misconduct—routinely communicated using unapproved 

methods on their personal devices. In fact, managing directors and senior supervisors 

responsible for implementing BNPP’s policies and procedures and for overseeing employees’ 

compliance with those policies and procedures themselves failed to comply with firm policies by 

communicating using unapproved methods on their personal devices about the firm’s 

Commission-regulated businesses. 

III. LEGAL DISCUSSION 

A. BNP Paribas S.A.’s Failure to Maintain Required Records in Violation of 

Sections 4s(f)(1)(C) and 4s(g)(1) and (3) of the Act and Regulations 23.201(a) 

and 23.202(a)(1) and (b)(1) 

Section 4s(f)(1)(C) of the Act obligates swap dealers to keep “books and records of all 

activities related to its business as a swap dealer . . . in such form and manner and for such period 

as may be prescribed by the Commission by rule or regulation” and those books and records 

must be kept “open to inspection and examination by any representative of the Commission.” 7 

U.S.C. § 6s(f)(1)(C); see also Section 4s(g)(1) and (3) of the Act, 7 U.S.C. § 6s(g)(1), (3) 

(requiring swap dealers to keep daily trading and counterparty records). These statutes are 

implemented, among other places, at Regulations 23.201(a) and 23.202(a)(1) and (b)(1), 17 

C.F.R. §§ 23.201(a), 23.202(a)(1), (b)(1) (2022). 

Regulation 23.201(a) obligates a swap dealer to “keep full, complete, and systematic 

records, together with all pertinent data and memoranda, of all its swaps activities,” including 

“[r]ecords of each transaction, including all documents on which transaction information is 

originally recorded.” Regulation 23.202(a)(1) and (b)(1) requires, in relevant part, every swap 

dealer to keep daily trading records of all swaps and related cash and forward transactions it 

executes including, specifically, a record of oral and written communications provided or 

received concerning quotes, solicitations, bids, offers, instructions, trading, and prices that led to 

the execution of a swap transaction or the conclusion of a related cash or forward transaction. 

During the Relevant Period, as a result of the widespread employee use of unapproved 

communication methods, BNP Paribas S.A. failed to maintain Commission-required transaction 

records and pre-execution communications. By this conduct, BNP Paribas S.A. violated Sections 

4s(f)(1)(C) and 4s(g)(1) and (3) of the Act and Regulations 23.201(a) and 23.202(a)(1) and 

(b)(1). 
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B. BNP Paribas Securities Corp.’s Failure to Keep Required Records 

in Violation of Section 4g of the Act and Regulation 1.35 

Section 4g of the Act requires FCMs and other registrants to create and keep books and 

records pertaining to transactions and positions in such form and manner and for such period as 

may be required by the Commission. 7 U.S.C. § 6g. Regulation 1.35(a)(1), 17 C.F.R. § 

1.35(a)(1) (2022), sets forth some of the books and records that are required to be created and 

maintained by FCMs. Specifically, an FCM must: 

(i) Keep full, complete, and systematic records . . . of all transactions relating to 

its business of dealing in commodity interests . . . which shall include all orders 

(filled, unfilled, or canceled), . . . and all other records, which have been 

prepared in the course of its business of dealing in commodity interests . . . . 

*** 

(iii) Keep all oral and written communications provided or received concerning 

quotes, solicitations, bids, offers, instructions, trading, and prices that lead to the 

execution of a transaction in a commodity interest . . . whether transmitted by 

telephone, voicemail, facsimile, instant messaging, chat rooms, electronic mail, 

mobile device, or other digital or electronic media . . . . 

With the exception of pre-trade communications, all such records are required to be “kept in a 

form and manner that allows for the identification of a particular transaction.” Regulation 

1.35(a)(5), 17 C.F.R. § 1.35(a)(5) (2022). 

As a result of the widespread use of unapproved methods of communication by firm 

employees, which communications were not preserved and maintained, BNP Paribas Securities 

Corp. failed to keep full, complete, and systematic records of all transactions relating to its 

business of dealing in commodity interests, in violation of Section 4g of the Act and Regulation 

1.35. 

C. BNP Paribas S.A.’s and BNP Paribas Securities Corp.’s Failure to Keep 

Records in Required Manner in Violation of Regulation 1.31 

Regulation 1.31(b)(4), 17 C.F.R. § 1.31(b)(4) (2022), requires that registrants keep all 

books and records that are required to be maintained under the Act and Regulations in such 

manner as to make them “readily accessible” for a period of two years for paper records and for 

the duration of the retention period for electronic records. Upon request of the Commission, all 

of these documents are required to be “promptly” produced. Regulation 1.31(d), 17 C.F.R. § 

1.31(d) (2022). Regulation 23.203(b)(1), 17 C.F.R. § 23.203(b)(1) (2022), requires that records 

required to be kept pursuant to Part 23 of the Regulations, be kept in accordance with Regulation 

1.31, 17 C.F.R. § 1.31 (2022). 

By failing to keep all Commission-required records in such a manner as to make them 

“readily accessible,” BNPP violated Regulation 1.31. 
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D. BNP Paribas S.A.’s Failure to Supervise Diligently in Violation of 

Section 4s(h)(1)(B) of the Act and Regulation 23.602(a) 

Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), requires “diligent supervision of 

the business of the registered swap dealer[.]” Regulation 23.602(a) requires that each swap 

dealer “shall establish and maintain a system to supervise, and shall diligently supervise, all 

activities relating to its business performed by its partners, members, officers, employees, and 

agents (or persons occupying a similar status or performing a similar function).” 17 C.F.R. § 

23.602(a) (2022). The operative language of Regulation 23.602 is similar to the language of the 

Commission’s longstanding supervision regulation for futures and options, Regulation 166.3, 17 

C.F.R. § 166.3 (2022). 

Under Regulation 23.602(a), a violation is demonstrated by showing either that: (1) the 

registrant’s supervisory system was generally inadequate; or (2) the registrant failed to perform 

its supervisory duties diligently. See In re JPMorgan Chase Bank, N.A., CFTC No. 22-07, 2021 

WL 6098347, at *6 (Dec. 17, 2021) (consent order); see also In re Commerzbank AG, CFTC No. 

19-03, 2018 WL 5921385, at *10-11 (Nov. 8, 2018) (consent order) (noting textual similarities 

between Regulation 23.602 and Regulation 166.3, applying case law concerning Regulation 

166.3, and citing In re Murlas Commodities, Inc., CFTC No. 85-29, 1995 WL 523563, at *9 

(Sept. 1, 1995), and In re Paragon Futures Assoc., CFTC No. 88-18, 1992 WL 74261, at *14 

(Apr. 1, 1992)); In re INTL FCStone Markets, LLC, CFTC No. 15-27, 2015 WL 4980321, at *3 

(Aug. 19, 2015) (consent order) (same). Either showing “alone is sufficient to establish a 

violation of the supervision requirement.” Commerzbank, 2018 WL 5921385, at *10 

(interpreting Regulation 23.602 in light of Regulation 166.3 precedents). No evidence of an 

underlying violation is necessary. In re Collins, CFTC No. 94-13, 1997 WL 761927, at *10 

(Dec. 10, 1997) (interpreting Regulation 166.3). Evidence of violations that “‘should be detected 

by a diligent system of supervision, either because of the nature of the violations or because the 

violations have occurred repeatedly,’ is probative of a failure to supervise.” See In re Bank of 

Nova Scotia, CFTC No. 20-26, 2020 WL 4926053, at *10 (Aug. 19, 2020) (consent order) 

(quoting In re Société Générale Int’l Ltd., CFTC No. 19-38, 2009 WL 4915485, at *7 (Sept. 30, 

2019) (consent order)). 

BNP Paribas S.A. failed to supervise its swap dealer business activities diligently during 

the Relevant Period. BNP Paribas S.A. failed to maintain an adequate supervisory system to 

ensure that employees did not utilize unapproved methods to engage in communications relating 

to firm business, including the swap dealer business. BNP Paribas S.A.’s failure to supervise is 

demonstrated by its failure to detect, prevent, and remediate repeated violations of the 

Commission’s recordkeeping requirements and firm policies and procedures. Supervisory 

personnel failed to ensure that employees complied with BNP Paribas S.A.’s Commission 

recordkeeping obligations and firm communications policies and in some instances themselves 

violated the policies. These supervision failures also resulted in the failure to keep and maintain 

Commission-required records and the failure to maintain the records in such a manner as to make 

them readily available. By this conduct, BNP Paribas S.A. failed to supervise diligently their 

officers, employees, and agents, in violation of Section 4s(h)(1)(B) of the Act and Regulation 

23.602(a). 
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E. BNP Paribas Securities Corp.’s Failure to Diligently Supervise in 

Violation of Regulation 166.3 

Regulation 166.3 states: 

Each Commission registrant, except an associated person who has no supervisory 

duties, must diligently supervise the handling by its partners, officers, employees 

and agents (or persons occupying a similar status or performing a similar 

function) of all commodity interest accounts carried, operated, advised or 

introduced by the registrant and all other activities of its partners, officers, 

employees and agents (or persons occupying a similar status or performing a 

similar function) relating to its business as a Commission registrant. 

17 C.F.R. § 166.3 (2022). 

A violation under Regulation 166.3 is an independent violation for which no underlying 

violation is necessary. See Collins, 1997 WL 761927, at *10. A violation of Regulation 166.3 is 

demonstrated by showing either that: (1) the registrant’s supervisory system was generally 

inadequate; or (2) the registrant failed to perform its supervisory duties diligently. Murlas 

Commodities, Inc., 1995 WL 523563, at *9; Sansom Refining Co. v. Drexel Burnham Lambert, 

Inc., CFTC No. 82-R448, 1990 WL 282783, at *11 (Feb. 16, 1990) (noting that, under 

Regulation 166.3, registrants have “duty to develop procedures for the detection and deterrence 

of possible wrongdoing by [their] agents” (internal quotation omitted)); In re GNP Commodities, 

Inc., CFTC No. 89-1, 1992 WL 201158, at *17–19 (Aug. 11, 1992) (providing that, even if an 

adequate supervisory system is in place, Regulation 166.3 can still be violated if the supervisory 

system is not diligently administered); see also In re Rosenthall Collins Grp., LLC, CFTC No. 

12-18, 2012 WL 1242406, at *6 (Apr. 12, 2012) (consent order) (respondent failed to perform 

supervisory duties diligently by not following its compliance procedures that were in place). 

Evidence of violations that “should be detected by a diligent system of supervision, either 

because of the nature of the violations or because the violations have occurred repeatedly” is 

probative of a failure to diligently supervise. In re Paragon Futures Assoc., CFTC No. 88-18, 

1992 WL 74261, at *14 (Apr. 1, 1992) (“The focus of any proceeding to determine whether Rule 

166.3 has been violated will be on whether [a] review [has] occurred and, if it did, whether it was 

‘diligent.’”). 

BNP Paribas Securities Corp. failed to supervise its business as a Commission registrant 

by failing to maintain adequate supervisory systems to ensure that employees complied with 

BNP Paribas Securities Corp.’s Commission recordkeeping requirements and firm policies and 

procedures that prohibited business-related communications on unapproved methods of 

communication. The inadequacy of BNP Paribas Securities Corp.’s supervisory systems is 

demonstrated by the longstanding and repeated violations of BNP Paribas Securities Corp.’s 

Commission recordkeeping obligations and firm policies and procedures and the fact that the 

supervisory failures resulted in the repeated failure to maintain Commission-required records, to 

ensure that the required records were readily accessible, and that the records could be promptly 

produced upon request. By this conduct, BNP Paribas Securities Corp. failed to supervise 

diligently its officers, employees, and agents in violation of Regulation 166.3. 
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IV. FINDINGS OF VIOLATIONS 

Based on the foregoing, the Commission finds that, during the Relevant Period, BNP 

Paribas S.A. violated Sections 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. 

§§ 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 23.201(a), 23.202(a)(1) and 

(b)(1), and 23.602(a), 17 C.F.R. §§ 1.31, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a) (2022); and 

BNP Paribas Securities Corp. violated Section 4g of the Act, 7 U.S.C. § 6g, and Regulations 

1.31, 1.35, and 166.3, 17 C.F.R. §§ 1.31, 1.35, 166.3 (2022). 

V. OFFER OF SETTLEMENT 

Respondents have submitted the Offer in which they: 

A. Acknowledge service of this Order; 

B. Admit the facts described in Section II above and acknowledge that their conduct violated 

the Act and Regulations; 

C. Admit the jurisdiction of the Commission with respect to all matters set forth in this 

Order and for any action or proceeding brought or authorized by the Commission based 

on violation of or enforcement of this Order; 

D. Waive: 

1. The filing and service of a complaint and notice of hearing; 

2. A hearing; 

3. All post-hearing procedures; 

4. Judicial review by any court; 

5. Any and all objections to the participation by any member of the Commission’s 

staff in the Commission’s consideration of the Offer; 

6. Any and all claims that they may possess under the Equal Access to Justice Act, 5 

U.S.C. § 504, and 28 U.S.C. § 2412, and/or the rules promulgated by the 

Commission in conformity therewith, Part 148 of the Regulations, 17 C.F.R. pt. 

148 (2022), relating to, or arising from, this proceeding; 

7. Any and all claims that they may possess under the Small Business Regulatory 

Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit. II, §§ 201–253, 110 

Stat. 847, 857–74 (codified as amended at 28 U.S.C. § 2412 and in scattered 

sections of 5 U.S.C. and 15 U.S.C.), relating to, or arising from, this proceeding; 

and 
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8. Any claims of Double Jeopardy based on the institution of this proceeding or the 

entry in this proceeding of any order imposing a civil monetary penalty or any 

other relief, including this Order; 

E. Stipulate that the record basis on which this Order is entered shall consist solely of the 

findings contained in this Order to which Respondents have consented in the Offer; 

F. Consent, solely on the basis of the Offer, to the Commission’s entry of this Order that: 

1. Makes findings by the Commission that BNP Paribas S.A. violated Sections 

4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6s(f)(1)(C), 

6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 23.201(a), 23.202(a)(1) and 

(b)(1), and 23.602(a), 17 C.F.R. §§ 1.31, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a) 

(2022); and BNP Paribas Securities Corp. violated Section 4g of the Act, 7 U.S.C. 

§ 6g, and Regulations 1.31, 1.35, and 166.3, 17 C.F.R. §§ 1.31, 1.35, 166.3 

(2022); 

2. Orders BNP Paribas S.A. to cease and desist from violating Sections 4s(f)(1)(C), 

4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, and Regulations 1.31, 23.201(a), 

23.202(a)(1) and (b)(1), and 23.602(a); and BNP Paribas Securities Corp. to cease 

and desist from violating Section 4g of the Act and Regulations 1.31, 1.35, and 

166.3; 

3. Orders Respondents to pay, jointly and severally, a civil monetary penalty in the 

amount of seventy-five million US dollars ($75,000,000), plus post-judgment 

interest within fourteen days of the date of entry of this Order; and 

4. Orders Respondents and their successors and assigns to comply with the 

conditions and undertakings consented to in the Offer and as set forth in Part VI 

of this Order; and 

G. Represent that Respondents have engaged in a review of certain recordkeeping failures 

and begun a program of remediation. 

Upon consideration, the Commission has determined to accept the Offer. 

VI. ORDER 

Accordingly, IT IS HEREBY ORDERED THAT: 

A. BNP Paribas S.A. and its successors and assigns shall cease and desist from violating 

Sections 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 6s(f)(1)(C), 

6s(g)(1) and (3), 6s(h)(1)(B), and Regulations 1.31, 23.201(a), 23.202(a)(1) and (b)(1), 

and 23.602(a), 17 C.F.R. §§ 1.31, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a) (2022); and 

BNP Paribas Securities Corp. and its successors and assigns shall cease and desist from 

violating Section 4g of the Act, 7 U.S.C. § 6g, and Regulations 1.31, 1.35, and 166.3, 17 

C.F.R. §§ 1.31, 1.35, 166.3 (2022). 
10 

B. Respondents shall pay, jointly and severally, a civil monetary penalty in the amount of 

seventy-five million US dollars ($75,000,000) (“CMP Obligation”), within fourteen days 

of the date of the entry of this Order. If the CMP Obligation is not paid in full within 

fourteen days of the date of entry of this Order, then post-judgment interest shall accrue 

on the CMP Obligation beginning on the date of entry of this Order and shall be 

determined by using the Treasury Bill rate prevailing on the date of entry of this Order 

pursuant to 28 U.S.C. § 1961. 

Respondents shall pay the CMP Obligation and any post-judgment interest by electronic 

funds transfer, U.S. postal money order, certified check, bank cashier’s check, or bank 

money order. If payment is to be made other than by electronic funds transfer, then the 

payment shall be made payable to the Commodity Futures Trading Commission and sent 

to the address below: 

MMAC/ESC/AMK326 

Commodity Futures Trading Commission 

6500 S. MacArthur Blvd. 

HQ Room 266 

Oklahoma City, OK 73169 

9-AMC-AR-CFTC@faa.gov 

If payment is to be made by electronic funds transfer, BNPP shall contact Tonia King or 

her successor at the above email address to receive payment instructions and shall fully 

comply with those instructions. Respondents shall accompany payment of the CMP 

Obligation with a cover letter that identifies the paying Respondent(s) and the name and 

docket number of this proceeding. The paying Respondent(s) shall simultaneously 

transmit copies of the cover letter and the form of payment to the Chief Financial Officer, 

Commodity Futures Trading Commission, Three Lafayette Centre, 1155 21st Street, NW, 

Washington, D.C. 20581; 

C. Respondents and their successors and assigns shall comply with the following conditions 

and undertakings set forth in the Offer: 

1. BNPP shall conduct, within 150 days of the entry of this Order: 

a. A comprehensive review of BNPP’s supervisory, compliance, and other 

policies and procedures designed to ensure that BNPP’s electronic 

communications, including those found on personal electronic devices, 

including without limitation, cellular phones (“Personal Devices”), are 

preserved in accordance with the requirements of the Act, the Regulations, and 

BNPP’s policies and procedures. 

b. A comprehensive review of training conducted by BNPP to ensure swap dealer 

and FCM personnel are complying with the requirements regarding the 

preservation of electronic communications, including those found on Personal 

Devices, in accordance with the requirements of the Act and the Regulations, 

and BNPP’s policies and procedures, including by ensuring that BNPP swap 
11 

dealer and FCM personnel certify in writing on a quarterly basis that they are 

complying with preservation requirements. 

c. An assessment of the surveillance program measures implemented by BNPP 

to ensure compliance, on an ongoing basis, with the requirements found in the 

Act, the Regulations, and BNPP’s swap dealer and FCM policies and 

procedures to preserve electronic communications, including those found on 

Personal Devices. 

d. An assessment of the technological solutions that BNPP has begun 

implementing to meet the record retention requirements of the Act, the 

Regulations, and BNPP’s policies and procedures, including an assessment of 

the likelihood that BNPP swap dealer and FCM personnel will use the 

technological solutions going forward and a review of the measures employed 

by BNPP to track employee usage of new technological solutions. 

e. An assessment of the measures used by BNPP to prevent the use of 

unauthorized communications methods for business communications by swap 

dealer and FCM personnel. This assessment should include, but not be limited 

to, a review of the firm’s policies and procedures to ascertain if they provide 

for any significant technology and/or behavioral restrictions that help prevent 

the risk of the use of unapproved communications methods on Personal 

Devices (e.g., trading floor restrictions). 

f. A review of BNPP’s electronic communications surveillance routines to 

ensure that electronic communications through approved communications 

methods found on Personal Devices are incorporated into BNPP’s overall 

swap dealer and FCM communications surveillance program. 

g. A comprehensive review of the framework adopted by BNPP to address 

instances of non-compliance by BNPP swap dealer and FCM employees with 

BNPP’s policies and procedures concerning the use of Personal Devices to 

communicate about BNPP business in the past. This review shall include a 

survey of how BNPP determined which employees failed to comply with 

BNPP policies and procedures, the corrective action carried out, an evaluation 

of who violated policies and why, what penalties were imposed, and whether 

penalties were handed out consistently across business lines and seniority 

levels. 

2. Written Report of Findings: 

a. Within forty-five (45) days after completion of the review set forth in subparagraphs 1.a. through 1.g. above, BNPP shall submit a detailed written 

report of its findings to the Commission staff (the “Report”). The Report shall 

include a description of the review performed, the names of the individuals 

who performed the review, the conclusions reached, and a summary of the 
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plan for implementing the recommended changes in or improvements to 

BNPP’s policies and procedures. 

b. BNPP shall adopt all recommendations contained in the Report within one 

hundred and thirty-five (135) days of the date of the Report. 

c. The Report will likely include confidential financial, proprietary, competitive 

business or commercial information. Public disclosure of the reports could 

discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement. For 

these reasons, among others, the reports and the contents thereof are intended 

to remain and shall remain non-public, except: (1) pursuant to court order; (2) 

as agreed to by the parties in writing; (3) to the extent that the Commission 

determines in its sole discretion that disclosure would be in furtherance of the 

Commission’s discharge of its duties and responsibilities; or (4) is otherwise 

required by law. 

3. One-Year Evaluation: BNPP shall assess its program for the preservation, as required 

under the Act, Regulations, and BNPP’s policies and procedures, of electronic 

communications, including those found on Personal Devices, commencing one year 

after submitting the Report required by Paragraph 2.a above. BNPP shall require this 

review to evaluate BNPP’s progress in the areas described in Paragraph 1.a. through 

1.g. above. After this review, BNPP shall submit a report (the “One Year Report”) to 

the Commission staff and shall ensure that the One Year Report includes an updated 

assessment of BNPP’s policies and procedures with regard to the preservation of 

electronic communications (including those found on Personal Devices), training, 

surveillance programs, and technological solutions implemented in the prior year 

period. 

4. Reporting Discipline Imposed: For two years following the entry of this Order, 

BNPP shall notify the Commission staff as follows upon the imposition of any 

discipline imposed by BNPP, including, but not limited to, written warnings, loss of 

any pay, bonus, or incentive compensation, or the termination of employment, with 

respect to any swap dealer and FCM personnel found to have violated BNPP’s 

policies and procedures concerning the preservation of electronic communications, 

including those found on Personal Devices: (1) at least 48 hours before the filing of a 

Form 8-T; or (2) within ten (10) days of the imposition of other discipline. 

5. Recordkeeping: BNPP shall preserve, for a period of not less than six (6) years from 

the end of the fiscal year last used, the first two (2) years in an easily accessible place, 

any record of compliance with these undertakings. 

6. Public Statements: Respondents agree that neither they nor any of their successors 

and assigns, agents or employees under their authority or control shall take any action 

or make any public statement denying, directly or indirectly, any findings or 

conclusions in this Order or creating, or tending to create, the impression that this