BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Management and Supervisory Bodies

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The cooperative shareholders: - own cooperative shares.

The Boards of Directors of the Banque Populaire banks and Steering and Supervisory Boards of the Caisses d’Epargne: - represent the cooperative shareholders (via the LSCs for the Caisses d’Epargne); - ensure that the regions and civil society are adequately represented; - review the management activities of the Management Boards and Chief Executive Officers.

The Executive Management teams of the Banque Populaire banks and Management Boards of the Caisses d’Epargne:

- attend SSB/Board of Directors meetings, on invitation; - run the company; - oversee the budgets.

The Specialized Board Committees: - make recommendations to the Board and prepare its decisions.

The BPCE SA Supervisory Board:

- approves the policy and strategic guidelines of Groupe BPCE and each of the networks - verifies and audits the parent company and consolidated financial statements.

The Remuneration Committee: - makes proposals to the Board regarding the levels and conditions of pay granted to Management Board members and the Chairman of the Management Board, and the distribution of attendance fees payable to the Board members. The Cooperative and CSR Committee: - is in charge of making proposals and recommendations aimed at promoting the cooperative and social values of long-term engagement as well as professional and interpersonal ethics. It also ensures that Group and network activities represent these values, thereby strengthening the cooperative banking model of the Group and each of the networks.

The Audit Committee: - is tasked with monitoring the process for preparing financial information, the statutory audit of the annual and consolidated financial statements by the Statutory Auditors and their independence. The Risk Committee: - is tasked with assessing the effectiveness of internal control and risk management systems. The Appointments Committee: - makes proposals to the Supervisory Board regarding the choices of Supervisory Board members, non-voting directors and experts from outside the Group, as well as the appointment of the Chairman of the Management Board.

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Registration document 2018