BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

3.4.2

Specialized committees

The preparation of financial information In this respect, its duties include:

The Supervisory Board has instituted five specialized committees in charge of preparing its decisions and making recommendations. Their duties, resources, operating procedures and composition are set out in the Supervisory Board’s internal rules. As far as possible, and depending on applicable circumstances, any discussion by the Supervisory Board that falls within the remit of a committee created by the board is preceded by the referral of the matter to said committee and a decision may only be made after that committee has issued its recommendations or motions. The purpose of such consultation with committees is not to delegate to them powers that are allocated to the Supervisory Board by law or the Articles of Association, nor is it to reduce or limit the Management Board’s powers. Whenever it is necessary to consult with a committee, the Chairman of that committee receives from the Management Board, within a reasonable time frame (given the circumstances), all of the items and documents that will enable the committee to carry out its work and formulate its opinions, recommendations and motions relating to the Supervisory Board’s upcoming agenda. Committee members are chosen by the Supervisory Board based on a motion made by the Chairman of the board from among its members. Members may be dismissed by the Supervisory Board. The term of office of committee members coincides with their term of office as Supervisory Board Members. The renewal of both terms of office may take place concomitantly. Each committee is made up of at least three and at most seven members, except for the Remuneration Committee which contains eight members, including one employee representative as stipulated by Article L. 225-79-2 of the French Commercial Code. The Supervisory Board may also appoint a person from outside Groupe BPCE or a Non-Voting Director to any of these committees. The Cooperative and CSR Committee includes both Non-Voting Directors as of right among its members. A Chairman is in charge of organizing the work conducted by each committee. The Chairman of each committee is appointed by the Supervisory Board. The Audit Committee assists the Supervisory Board in verifying and reviewing the financial statements and the Management Board report on the company’s business. The Audit Committee is tasked with overseeing the process for preparing financial information, the statutory audit of the annual and consolidated financial statements by the Statutory Auditors and their independence. Accordingly, it ensures the quality of information provided to shareholders and, more generally, fulfills the duties set out in the French Commercial Code. The Audit Committee is also responsible for reviewing the strategic operations undertaken by Groupe BPCE. The Audit Committee oversees: AUDIT COMMITTEE Duties

reviewing the quarterly, half-year and annual consolidated financial ● statements of the company and Groupe BPCE, as well as the parent company financial statements, which are presented by the Management Board prior to their review by the Supervisory Board; verifying that the information provided is clear; ● reviewing the scope of consolidated companies and supporting ● evidence thereof; assessing the appropriateness of accounting methods adopted in ● preparing the company’s individual financial statements and the consolidated financial statements of the company and Groupe BPCE; reviewing the draft of the Supervisory Board Chairman’s report on ● internal control and risk management procedures as regards preparing and processing accounting and financial information; reviewing the prudential and accounting impacts of any material ● acquisition by the company or Groupe BPCE. ensuring that the “Framework for Statutory Auditor Assignments at ● Groupe BPCE”, approved by BPCE’s Supervisory Board on June 27, 2012 and which defines the rules and principles aimed at guaranteeing Statutory Auditor independence in Groupe BPCE companies, is observed and updated; ensuring that the Statutory Auditor selection procedure is observed ● and issuing an opinion on the Statutory Auditors proposed for appointment at the Annual General Shareholders’ Meeting; in accordance with applicable regulations, authorizing services ● (other than certification of the financial statements) that are provided by the Group’s Statutory Auditors; ensuring that the Statutory Auditors are independent, specifically ● by reviewing fees paid to them by Group companies as well as fees paid to any network to which they might belong and by overseeing, on a quarterly basis, any services that do not fall within the strict framework of the statutory audit; reviewing the Statutory Auditors’ work schedule, the results of their ● audits and recommendations, and any follow-up action. Groupe BPCE strategic operations The Audit Committee is asked to review and issue a prior opinion on any material internal or external growth operations submitted for the approval of the Supervisory Board, including in particular: any material equity investments or divestments, contributions, mergers, spin-offs, restructuring operations, joint ventures, strategic deals, alliances or partnerships entered into by BPCE or its subsidiaries; The statutory audit of the annual and consolidated financial statements, as well as the Statutory Auditors’ independence In this respect, its duties include:

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Registration document 2018