BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

Role and operating rules of 3.4 governing bodies

3.4.1

Supervisory Board

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DUTIES AND POWERS The Supervisory Board performs the duties attributed to it by law. It carries out all checks and controls it deems appropriate and may request any documents it regards as expedient in fulfilling its mission. The Supervisory Board: receives a report from the Management Board on the company’s ● business activities once every quarter; examines and checks the parent company and consolidated ● financial statements prepared and presented by the Management Board within three months of the end of the accounting period, along with a written report on the position and activities of the company and its subsidiaries during the past year; presents to the Ordinary General Shareholders’ Meeting a report on ● corporate governance that particularly states the makeup of the managerial and supervisory bodies, the role and operation of the governing bodies, the diversity policy applied to Supervisory Board Members, the principles and rules for determining pay and benefits of any kind given to corporate officers, and including its observations on the management report of the Management Board as well as on the year’s accounts. In addition to these powers, the Supervisory Board has the authority to: Own powers appoint the Chairman of the Management Board; ● appoint the other members of the Management Board, based on ● motions by the Chairman of the Management Board; set the method and amount of pay received by each Management ● Board Member; grant the status of Chief Executive Officer to one or more members ● of the Management Board, based on motion by the Chairman of the Management Board and withdraw said status as applicable; propose the appointment of the Statutory Auditors at the Annual ● General Shareholders’ Meeting, after they are recommended by the Audit Committee;

decide to move the registered office to another location within the ● same département or to an adjacent département, subject to ratification of the decision by the next Ordinary General Shareholders’ Meeting. Decisions subject to a simple majority vote The following operations proposed by the Management Board must receive prior authorization from the Supervisory Board, acting by simple majority of its present or represented members: approval of the policy and strategic guidelines of Groupe BPCE and ● each of the networks; authorization of any transaction (1) exceeding € 100 million; ● authorization of any transaction (2) proposed by BPCE that is not ● part of the BPCE strategic plan, regardless of the transaction amount; approval of the company’s annual budget and definition of the ● rules for calculating contributions due from affiliated institutions; authorization of related-party agreements pursuant to the French ● Commercial Code; approval of Groupe BPCE’s internal solidarity mechanisms; ● approval of the national and international agreements involving ● each of the networks and Groupe BPCE as a whole; approval of the general criteria that must be met by the directors of ● Groupe BPCE’s affiliated institutions, including age limits, which may not exceed: 65 for Chief Executive Officers or members of the Management - Board, or 70 for Chairmen of Boards of Directors and Steering and - Supervisory Boards, bearing in mind that no one may be appointed Chairman of a Board of Directors or a Steering and Supervisory Board if he cannot, on the date of first appointment, complete at least half the term as Chairman before reaching this age limit; however, the age limit remains set at 68 for offices currently held on the date of the Supervisory Board Meeting that approved the age limit set in this section;

Refers to any proposed capital investment or divestment, contribution, merger, spin-off, restructuring, joint venture or partnership by the company or its subsidiaries and the negotiation or (1) signing of any national or international agreements on behalf of the Caisses d’Epargne, the Banque Populaire banks and affiliates and, in each instance, any related or ancillary transactions. This also refers to (i) acquisitions, sales, and taking or disposing of equity interests by the Banque Populaire banks and the Caisses d’Epargne in credit institutions, financial companies, insurance companies, investment service providers, portfolio management or mutual fund management organizations, acquisitions or sales of branches of banks or customer business branches, whether directly or indirectly (ii) taking or disposing of equity interests in industrial or commercial companies by the Banque Populaire banks and the Caisses d’Epargne; and (iii) taking or disposing of equity interests by the Banque Populaire banks and the Caisses d’Epargne in companies, regardless of their form or purpose, whose articles of association or legal form entail undefined liability for the partners (not limited to the amount of their contribution). Same as above (2)

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Registration document 2018