BPCE - 2018 Registration document

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

Strategic operations authorization of the acquisition by Natixis Investment Managers ● Participations of 100% of the capital and voting rights of MV Crédit; analysis of the acquisition by Natixis Wealth Management of ● Massena Partners (an independent asset management company focused on serving high net worth clients); presentation of a joint, single-source debt offer by Natixis’ ● Corporate & Investment Banking division and Ostrum AM; authorization of the project aimed at incorporating Crédit Foncier’s ● activities and teams into the Group; authorization of the acquisition by BPCE SA group of Natixis’ ● Factoring, Securities and Guarantees, Leasing, Consumer Finance and Securities Services businesses. Finance presentation of BPCE’s annual financial statements for the year ● ended December 31, 2017; presentation of BPCE’s 2018 quarterly and half-year financial ● statements; approval of the 2019 budget; ● review of the impact of the implementation of IFRS 9; ● review and follow-up on Groupe BPCE’s solvency and liquidity ● ratios. Audit – Compliance – Risks follow-up on the reports and investigations of the Autorité de ● contrôle prudentiel et de résolution (ACPR – French Prudential Supervisory and Resolution Authority) and the European Central Bank (ECB); risk monitoring: monitoring of consolidated risks, review of the ● impact of conditions in Europe on the Group, forward-looking risk management approach, monitoring of the Group’s market and credit limits, monitoring of risk governance and annual review and reconsideration of Groupe BPCE’s risk appetite; review of the report on internal control prepared in accordance ● with Article 258 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies and the report on risk measurement and supervision, prepared in accordance with Article 262 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies: work carried out by the Inspection Générale division, annual compliance report (annual report of the Investment Services Compliance Officer [RCSI], report on the annual check control program, report on credit risks), update on accounting risks; examination of the independence and fees of Statutory Auditors; ● approval of the update to Groupe BPCE’s Recovery Plan (RP) for ● 2018; follow-up on the ICAAP (Internal Capital Adequacy Assessment ● Process) for 2018, the methods used within this framework and the results of internal stress tests used to determine figures for 2018; follow-up on the Supervisory Review and Evaluation Process ● (SREP); review of the senior management report on the effectiveness of the ● enhanced compliance mechanism, drawn up by the Management Board (Senior Management) and implemented in accordance with the Volcker rule’s specifications; Depending on the type of matters submitted to the Supervisory Board, discussions were held and decisions made on the basis of the reports presented by the relevant Board Committees.

acknowledgment, at its October 4, 2018 meeting, of the resignation ● of all members of the Management Board, effective November 1, 2018, namely Laurent Mignon, Chairman of the Management Board, and Catherine Halberstadt, Nicolas Namias, Laurent Roubin, and François Riahi, members of the BPCE Management Board; appointment, effective November 1, for a four-year term expiring at ● the end of the Annual General Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2022, of Laurent Mignon as member and Chairman of the Management Board, and Catherine Halberstadt, Nicolas Namias, Catherine Fabresse, and François Riahi as members of the BPCE Management Board; acknowledgment, at its December 20, 2018 meeting, of the ● resignation of Stéphane Paix, a member of the Supervisory Board, effective November 12, 2018; co-opting, at its December 20, 2018, of Alain Denizot as a member ● of the Supervisory Board, for the duration of the term of his predecessor Stéphane Paix, i.e. until the Ordinary General Shareholders’ Meeting convened in 2021 to approve the 2020 financial statements; acknowledgment, at its December 20, 2018 meeting, of the ● resignation of Alain Condaminas, a member of the Supervisory Board, effective December 31, 2018; co-opting, at its December 20, 2018, of Olivier Klein as a member ● of the Supervisory Board, for the duration of the term of his predecessor Alain Condaminas, i.e. until the Ordinary General Shareholders’ Meeting convened in 2021 to approve the 2020 financial statements; acknowledgment, at its December 20, 2018 meeting, of the ● resignation of Dominique Garnier, a non-voting director of the Supervisory Board, effective November 30, 2018; appointment, at its December 20, 2018 meeting, of Sylvie Garcelon ● as non-voting director on the Supervisory Board, for the remainder of her predecessor Dominique Garnier’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; review of fixed pay and the criteria for determining variable pay ● (level, trigger, quantitative and qualitative criteria) for the Chairman of the Management Board as of January 1, 2019; approval of the amendment of the Supervisory Board’s internal ● rules; approval of the training program for Supervisory Board Members ● representing employees; approval of the 2018/2019 training program for Supervisory Board ● Members; oversight of the Board’s self-assessment process based on a ● questionnaire completed by Supervisory Board Members and Non-Voting Directors, as well as on a number of interviews conducted by the Chairman of the Appointments Committee with randomly selected members of the Supervisory Board; adoption of the policy on employment and wage equality; ● approval of the Groupe BPCE code of conduct and ethics; ● follow-up on the Board Member training program; ● review of the dashboard of persons belonging to the “regulated ● population”; adoption of the diversity policy applicable to Board Members; ● amendments to the Board’s internal rules. ●

182

Registration document 2018