BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Management and Supervisory Bodies

None of these criteria on its own, however, is sufficient to mark the presence or absence of diversity, which is assessed collectively within the Supervisory Board. This is because the Appointments Committee prioritizes the synergy of technical skills, cultural diversity, and diverse experience in order to achieve a set of profiles that enhances the angles of analysis and viewpoints on which the Supervisory Board may rely when conducting its discussions and making its decisions, thereby encouraging good governance. Finally, the Appointments Committee reports to the Supervisory Board any changes that it recommends making to the composition of the Supervisory Board in order to achieve the goals mentioned in this policy. GENDER EQUALITY At December 31, 2018, seven out of the total 19 members of the BPCE Supervisory Board were women ( i.e. 41.17%). In accordance with Article L. 225-79 of the French Commercial Code, the members representing employees of BPCE and its direct or indirect subsidiaries that are headquartered in France are not included in this calculation. At December 31, 2018, BPCE met the gender representation requirement for members of its Supervisory Board (a minimum of 40% for each gender) and therefore was in compliance with the provisions of Article L. 225-69-1 of the French Commercial Code. INDEPENDENCE In keeping with the corporate governance guidelines and best practices set out in the Supervisory Board’s internal rules adopted on July 31, 2009 and amended on March 29, 2018, Supervisory Board Members: take care to maintain their independence of judgment, decision and ● action in all circumstances. They avoid being influenced by anything that is contrary to the company’s interests, which it is their duty to defend; undertake to avoid any conflict that may exist between their moral ● and material interests and those of the company. They inform the Supervisory Board of any conflict of interest that may affect them. In such cases, they abstain from taking part in any discussions and decisions on the matters concerned. In addition, the Supervisory Board and each of its committees include elected or co-opted independent members. The definition below is based on the AFEP-MEDEF Code recommendations. However, BPCE does not follow the AFEP-MEDEF Code recommendations concerning the proportion of independent directors on the Supervisory Board and its committees: because of Groupe BPCE’s cooperative structure, the proportion of directors representing the Banque Populaire and Caisse d’Epargne networks is larger than the proportion of independent directors as defined in the AFEP-MEDEF Code (three in number). The criteria stated below are designed to define a member’s independent status. The guiding principle is that “members are independent if they have no relations of any sort with the company, its group or its management, which might compromise the free exercise of their judgment.”

An independent member must not: be an employee or executive corporate officer of the company or ● Groupe BPCE, or an employee or director of one of the company’s shareholders and must not have been so during the previous five years; be an executive corporate officer of a company in which the ● company directly or indirectly holds a directorship or in which a designated employee or an executive corporate officer of the company (either currently or in the last five years) holds a directorship; be a customer (or directly or indirectly linked to a customer), ● supplier, investment banker, or commercial banker, if the business relationship is such that it could compromise the free exercise of the member’s judgment; have a close family link with an executive or non-executive ● corporate officer of the company or its group; have been an auditor, accountant, or permanent or alternate ● Statutory Auditor of the company or of any Groupe BPCE companies during the last five years; have been a non-executive corporate officer of the company for ● longer than 12 years; or receive or have received any substantial additional pay from the ● company or Groupe BPCE, excluding attendance fees and including participation in any stock option package or any other performance-based pay package. The Supervisory Board may find that one or more of its members, although meeting the criteria above, should not be classified as independent given their individual situation or that of the company, with regard to their shareholdings or for any other reason. Pursuant to Article 3.2 of the internal rules, at its meeting of November 8, 2018, the Appointments Committee reviewed the independent status of Maryse Aulagnon, based on the criteria defined by the Supervisory Board’s internal rules. In 2018, the adherence to the defined criteria in order to qualify Kadidja Sinz and Anne-Claude Pont as independent members was examined at the time of their appointment. MEMBERS The table below lists the members of the Supervisory Board as at December 31, 2018 (1) . At its meeting on March 29, 2018, BPCE’s Supervisory Board: accepted the resignation of Marie-Christine Lombard, member of ● the Supervisory Board, Chairman of the Risk Committee and member of the Audit Committee, effective at the close of the Supervisory Board’s meeting; appointed Anne-Claude Pont as member of the Supervisory Board, ● for the remainder of her predecessor Marie-Christine Lombard’s term of office, i.e. until the Annual General Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2020.

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The biographies of Supervisory Board Members are available in section 3.3.5. (1)

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Registration document 2018

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