BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Corporate Governance Code

STATEMENT OF COMPLIANCE WITH AFEP-MEDEF CODE RECOMMENDATIONS (1) ➡ Responsibilities of the Board of Directors

Recommendations implemented Recommendations implemented

Board of Directors: governing body

Diversity of governance organizational methods

N/A

Board of Directors and communication with shareholders and markets Board of Directors and Annual General Shareholders’ Meeting

Recommendations implemented Recommendations implemented Recommendations implemented Recommendations implemented

Composition of the Board of Directors: guidelines Employee and employee shareholder representation

Recommendations partly implemented (not followed regarding proportion of independent directors on the board)

3

Independent directors

Evaluation of the Board of Directors Board and Committee Meetings Directors’ access to information

Recommendations implemented Recommendations implemented Recommendations implemented Recommendations implemented

Training for directors

Recommendations partly implemented (not followed regarding the six-year term)

Directors’ terms of office

Board Committees: General principles

Recommendations implemented

Recommendations partly implemented (not followed regarding proportion of independent directors on the committee) Recommendations partly implemented (not followed regarding proportion of independent directors on the committee) Recommendations partly implemented (not followed regarding proportion of independent directors on the committee)

Audit Committee

Committee responsible for appointments

Committee responsible for pay

Number of terms for company directors and directors

Recommendations implemented Recommendations implemented Recommendations implemented Recommendations implemented

Director ethics and compliance

Director pay

Termination of employment contract for Corporate Office

Shareholding obligation of company directors

N/A N/A

Entering a non-compete agreement with a company director

Company director pay

Recommendations implemented Recommendations implemented Recommendations implemented Recommendations implemented

Transparency regarding company director pay

Consulting shareholders on individual pay for company directors

Implementation of recommendations

BPCE has implemented the provisions of the AFEP-MEDEF Code, adapting them to its Management Board/Supervisory Board governance model. (1)

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Registration document 2018

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