BPCE - 2018 Registration document

3 REPORT ON CORPORATE GOVERNANCE Management and Supervisory Bodies

3.3.2

Supervisory Board

The terms of the BPCE Supervisory Board Members were renewed at the Ordinary General Shareholders’ Meeting of May 22, 2015 for a period of six years. In accordance with Article L. 225-79-2 of the French Commercial Code, two employee representative members were appointed on April 28 and 30, 2015 by the two unions that received the most votes in the first round of elections referred to in Articles L. 2122-1 and L. 2122-4 of the French Labor Code, namely Fédération CFDT des banques et assurances and Fédération de la finance et de la banque CFE-CGC. GUIDELINES Under Article 21 of the Articles of Association as amended on June 27, 2018, the BPCE Supervisory Board is made up of 10 to 19 members: seven representatives of Category A shareholders (the Caisses d’Epargne et de Prévoyance), seven representatives of Category B shareholders (the Banque Populaire banks), three independent members as defined by the AFEP-MEDEF Code (1) and two members representing employees of BPCE and its direct or indirect subsidiaries that are headquartered in France. The Supervisory Board includes six Non-Voting Directors acting in an advisory capacity. Among the Non-Voting Directors, the Chairman of Fédération Nationale des Caisses d’Epargne and the Chairman of Fédération Nationale des Banques Populaires, who cannot be members of the Supervisory Board, are Non-Voting Directors as of right, in accordance with Article 28.1 of BPCE’s Articles of Association. The other four Non-Voting Directors are appointed by the Ordinary General Shareholders’ Meeting in accordance with Article 31.9 of BPCE’s Articles of Association: two from among the candidates proposed by Category A shareholders and two from among the candidates proposed by Category B shareholders. The Non-Voting Directors are tasked with ensuring that BPCE fulfills its assigned responsibilities, particularly those set out by law, without interfering in or getting involved with BPCE’s management. In accordance with Article L. 2323-62 of the French Labor Code, the Articles of Association also stipulate the presence of one non-voting representative from the company’s Works Council. The Supervisory Board includes a committee consisting of the Chairman, the Vice-Chairman, a Chairman of the Management Board of a Caisse d’Epargne and a Chief Executive Officer of a Banque Populaire bank. The Supervisory Board Committee serves as a forum for exchange and discussion about important matters before they are presented to the Supervisory Board. It is not a decision-making body. APPOINTMENT During the company’s life and subject to co-opting, Supervisory Board Members are appointed by the shareholders at the Ordinary General Shareholders’ Meeting, as indicated in Article 21 of BPCE’s Articles of Association, on a motion by Category A or B shareholders, depending on the category in question. Independent members are proposed by the Appointments Committee to the Supervisory Board, which asks the Management Board to put

their appointment to a vote at the Ordinary General Shareholders’ Meeting. The two members representing employees of BPCE and its subsidiaries are appointed by each of the two unions that received the most votes in the first round of elections referred to in Articles L. 2122-1 and L. 2122-4 of the French Labor Code. Supervisory Board Members hold office for a term of six years. Their duties end at the close of the Ordinary General Shareholders’ Meeting convened to rule on the financial statements for the past fiscal year, held during the year in which their term expires. The Supervisory Board is partially reappointed every three years, and for the first time since the Annual General Shareholders’ Meeting that approved the financial statements for the year ending December 31, 2017. Solely for the purposes of beginning to stagger Supervisory Board reappointments, the terms of eight members ended early upon the conclusion of the Annual General Shareholders’ Meeting that approved the financial statements for the year ending December 31, 2017. That same meeting also appointed the same number of Supervisory Board Members for a period of six years. The Supervisory Board Members are eligible again under the conditions set out by the Articles of Association, specifically the provisions of Article 21 regarding the completion of a half-term without reaching the mandatory age limit of 70 years. They are automatically deemed to have resigned once they no longer carry out the responsibilities set out in Article 21 of the Articles of Association. Furthermore, no persons may be appointed as members of the Supervisory Board if, from the date of their appointment, they cannot complete at least half of their term before reaching the above-cited age limit. DIVERSITY POLICY In accordance with the law and Articles of Association as well as the internal regulations, the Appointments Committee is tasked with making proposals regarding the choice of Group outsiders and Supervisory Board Members suggested to it. To that end, the Appointments Committee verifies the fitness of Supervisory Board candidates with respect to their integrity, skills, and independence while pursuing a goal of diversity within the Supervisory Board, meaning a situation where the characteristics of the Supervisory Board Members differ to an extent that ensures a variety of viewpoints within the Supervisory Board, given that the cooperative nature of the Group greatly helps to promote diversity. As such, the Appointments Committee checks the following criteria: education, professional experience, age, balanced geographical representation, representation of different market types, representation of the dominant socio-professional categories of the Group’s cooperative shareholder base, and quantitative targets for the representation of the underrepresented gender. With respect to these criteria, when assessing a candidate for the Supervisory Board, the Appointments Committee strives to maintain or achieve a balance and have a skill set appropriate for the Group’s activities and strategic plan, as well as the technical responsibilities assigned to the various Supervisory Board Committees.

A complete description of the shareholder categories is provided in section 7.2.2 “Category A and B shares”. (1)

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Registration document 2018