BPCE - 2018 Registration document

3 REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

INTERNAL RULES The internal rules of the Supervisory Board, adopted at the Board Meeting of July 31, 2009 and amended at the Board Meeting of March 29, 2018, form the Supervisory Board’s Governance Charter, which sets out its internal operating procedures, notably for the purpose of ensuring that governing bodies interact efficiently and operate smoothly. The internal rules enhance the quality of the work done by Supervisory Board Members, by promoting the application of corporate governance principles and best practices in the interest of ethics and efficiency. Their purpose is also to supplement the Articles of Association, notably by: specifying the procedures for convening Supervisory Board and ● Supervisory Board Committee Meetings, as well as the rules under which they are to deliberate; specifying the general and specific powers of the board under the ● law, as set out in Articles 27.1 and 27.2 of the company’s Articles of Association; specifying those instances requiring the board’s prior approval for ● material transactions (“Important Decisions” and “Key Decisions”), as set out in Articles 27.3 and 27.4 of the company’s Articles of Association; specifying the board’s reporting rules; ● specifying the duties of the various committees, for which they ● serve as the internal rules; specifying the professional secrecy and confidentiality obligations ● binding the members of the Supervisory Board and its committees; defining the penalties that apply in the event members of the ● Supervisory Board or of a committee fail to comply with any of their obligations. ETHICS AND COMPLIANCE CHARTER The Supervisory Board of BPCE adopted an Ethics and Compliance Charter for its members at its meeting of June 22, 2016. The Ethics and Compliance Charter is divided into four main chapters that set out good governance principles, in addition to reiterating several laws and regulations. Chapter 1 covers the Board Members’ professionalism, as expressed in different ways: the total number of offices held by Supervisory Board Members and ● their availability (time spent preparing for meetings and reviewing issues); competence, i.e. consolidation of knowledge and understanding of ● information that may be used in performing their duties; diligence and effectiveness (active participation); ● duty to intervene and raise the alarm, i.e. expressing viewpoints and ● participating in discussions; respect for corporate responsibility and good faith. ● Chapter 2 covers ethics, as expressed by: respect for the law and the company’s Articles of Association; ● integrity (lack of a criminal record, incompatibility with certain ● duties); good credit history, which is checked by the Risk Management ● division of the institution or network in which the member also holds office, under the authority of the BPCE Risk Management division (except for independent members, whose credit history is checked using any rating either internal or external to the company in which they play a primary role);

authorizations for the directors of affiliated institutions as well as ● their termination and all other dismissals as set out in Article L. 512-108 of the French Monetary and Financial Code; approval of the creation or elimination of a Banque Populaire bank ● or Caisse d’Epargne, including through the merger of two or more Banque Populaire banks or two or more Caisses d’Epargne; examination and approval of the main risk limits relating to Groupe ● BPCE and each network, as defined by the Management Board; regular examinations and checks on Groupe BPCE’s risks, any changes therein and the systems and procedures used to control them; examination of the activity and results achieved by Internal Control and the main conclusions of audits performed by the Group’s Inspection Générale division; appointment of BPCE’s representatives to the Natixis Board of ● Directors. Representatives from the Caisses d’Epargne and from the Banque Populaire banks will be of identical number and will hold at least the majority of seats together; upon recommendation from the Appointments Committee, ● examination and assessment of the integrity and skills of candidates for the Supervisory Board and the non-voting directors, Chairman, and other members of the Management Board; adoption of the board’s internal rules. ● Decisions subject to a qualified majority vote (13 of 19 members) The following operations proposed by the Management Board are subject to the prior authorization of the Supervisory Board and a favorable vote from at least thirteen of its nineteen present or represented members: any decision to subscribe for or acquire (or any agreement binding ● the company therein), by any means (including by transfer of assets to the company), securities or rights of any kind whatsoever, be they issued by a company or any other entity and directly or indirectly representing an investment or contribution of more than € 1 billion; any decision to transfer (or any agreement binding the company ● therein), by any means, securities or rights of any kind whatsoever held by the company and representing a divestment of more than € 1 billion for the company; any decision by the company to issue equity securities or shares ● giving immediate or eventual access to the company’s capital, without pre-emptive rights; any merger, demerger, spin-off, or related decision involving the ● company; any decision relating to the admission of company shares or shares ● in any of its main direct or indirect subsidiaries to trading on a regulated market; any transaction related or connected to the aforementioned cases; ● any decision to appoint the Chairman or remove the Chairman of ● the company’s Management Board from office; any decision to submit to the Annual General Shareholders’ ● Meeting any changes to the Articles of Association with regard to

the company that amend the terms of governance; any decision to approve the disposal of securities. ●

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Registration document 2018