BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

review of compliance work conducted by the Risk, Compliance and ● Permanent Control division; review of the work of the Inspection Générale division and ● presentation of the 2019 audit plan; review of risk management and measurement work conducted by ● the Risk, Compliance and Permanent Control division, particularly the review of Group risk supervision mechanisms (supervision of consolidated risks, review of the impact of conditions in Europe on the Group, forward-looking risk management approach, oversight of the Group’s market and credit limits); analysis of Group risk measurement and quantification systems, and ● review of their performance; review of the ALM risk limit criteria (Article 98 of the Ministerial ● Order of November 3, 2014 on internal control of banking sector companies); annual review and reconsideration of Groupe BPCE’s risk appetite; ● review of the architecture and tools used to monitor interest rate ● and liquidity risks; review of the results of alternative crisis scenarios and measures ● taken on liquidity; review of Groupe BPCE’s overall credit risk policy; ● regular analyses of the various exposures of Crédit Foncier and ● BPCE International and its subsidiaries; analysis of EBA stress testing methods and review of the methods ● and results of the 2018 internal stress tests carried out to assess BPCE’s resilience under certain extreme scenarios, especially the “reverse stress test”, which aims to define a scenario based on a specific solvency impact; review of the methods and results of the annual ICAAP (Internal ● Capital Adequacy Assessment Process) process intended to analyze capital adequacy; review of the economic viability of the transactions and credit risks ● of Groupe BPCE’s banking institutions, in accordance with Article L. 511-94 of the French Monetary and Financial Code; monitoring of internal caps and Group limits (credit risks, market ● risks, interest rate risks and liquidity risks); review of changes made to a resilience threshold related to risk ● appetite; review of the Senior Management Report (SMR) on the ● effectiveness of the compliance mechanism in accordance with the Volcker rule’s specifications; review of the Contingency and Business Continuity Plan (CBCP); ● follow-up on the implementation of the BCBS 239 regulatory ● provisions on data quality, risk data aggregation and risk reporting; review of cybersecurity throughout Groupe BPCE; ● update to Groupe BPCE’s Recovery Plan (RP); ● follow-up on the impacts of the Basel IV rules; ● review of the progress of projects related to the General Data ● Protection Regulation; review of the anti-money laundering system; ● review of Groupe BPCE’s risk governance; ●

renewal of the Group’s limit for one year for the Arnault Group; ● follow-up on the EDGAR program. ●

APPOINTMENTS COMMITTEE Duties The Appointments Committee is in charge of submitting motions to the Supervisory Board concerning: the choice of members of the Supervisory Board and Non-Voting ● Directors who come from outside Groupe BPCE. Supervisory Board Members from inside Groupe BPCE are nominated in compliance with the company’s Articles of Association and Article L. 512-106 of the French Monetary and Financial Code; the appointment of the Chairman of the Management Board. ● Furthermore, the Appointments Committee: regularly reviews and assesses the integrity and skills of candidates ● for the Supervisory Board and the non-voting directors, Chairman, and other members of the Management Board; assesses the balance and diversity of knowledge, skills and ● experience individually and collectively held by the members of the Supervisory Board; specifies the duties and qualifications required for positions on the ● Supervisory Board and assesses the amount of time that should be spent on Supervisory Board duties; sets a target regarding the balanced representation of men and ● women on the Supervisory Board and creates a policy to achieve this target; writes, submits to the Supervisory Board, and annually reviews a ● diversity policy applicable to Supervisory Board Members with respect to criteria such as age, gender, or qualifications and professional experience, as well as a description of the goals of that policy, its terms of implementation, and the results achieved during the past year; periodically, and at least once a year, assesses: ● the structure, size, composition and effectiveness of the - Supervisory Board with respect to its assigned tasks, and submits all useful recommendations to the board, the knowledge, skills and experience of the members of the - Supervisory Board, both individually and collectively, and reports on this assessment to the board; periodically reviews the policies of the Supervisory Board governing ● the selection and appointment of Management Board Members and the Head of Risk Management and makes appropriate recommendations; ensures that the Supervisory Board is not dominated by any one ● person or small group of people under conditions that are detrimental to the company’s interests; writes and periodically reviews a succession procedure for company ● directors, which it submits to the Supervisory Board. Activity The Appointments Committee met eleven times between January 1 and December 31, 2018. The average attendance rate at these meetings was 84.18%.

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Registration document 2018