BPCE - 2018 Registration document

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

reviews and issues opinions on the insurance policies taken out by ● the company covering the liability of company directors; gives its opinion to the Board on the section of the annual report ● covering issues within the remit of the Remuneration Committee. Activity The Remuneration Committee met four times between January 1 and December 31, 2018. The average attendance rate at these meetings was 87.88%. The main issues that it addressed were as follows: variable pay of Management Board Members for 2017 and the ● amounts and conditions of fixed and variable pay for Management Board Members for 2018 (definition of conditions for deferred portions, definition of quantitative and qualitative criteria); fixed pay and criteria (amount, trigger, qualitative and quantitative ● criteria) for determining the variable pay granted to the new Management Board Members for 2018, commitments owed or likely to be owed due to the cessation or change of duties of the new Management Board Members (compensation for involuntary termination, retirement bonus, supplementary pension plan and defined-benefit pension obligations) and other remuneration for new members of the Management Board (unemployment insurance, retention of entitlement to compensation in the event of a temporary inability to work and social security plan benefits); 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; pay policy guidelines for persons belonging to the “regulated ● population” of BPCE and Groupe BPCE credit institutions (review of Group standards on risk takers, identification of BPCE’s risk takers for 2017, establishment of a minimum capital threshold that must be met for variable components to be received, establishment of a penalty based on financial position, review of the system of penalties for bad behavior in 2017, review of the pay policy’s compliance with SRAB regulations and the Volcker rule); review of pay for the BPCE SA group Risk and Compliance ● functions; review of the report on internal control of Groupe BPCE credit ● institutions regarding the policy and practices governing pay in respect of 2017 granted to members of the executive body and persons whose professional activities have a material impact on the corporate risk profile, pursuant to Article 266 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies.

The main issues that it addressed were as follows: review of the skills and integrity of candidates to be Supervisory ● and Management Board Members; review of the skills and integrity of candidates to be non-voting ● directors of the Supervisory Board; review of the skills, integrity, and independence of candidates to be ● independent Supervisory Board Members; analysis of the succession procedure for the Chairman of the ● Management Board; the Supervisory Board’s performance self-assessment, based on a ● questionnaire completed by Supervisory Board Members and Non-Voting Directors; annual review of independent member status on the Supervisory ● Board; review of the diversity policy. ● REMUNERATION COMMITTEE Duties The Remuneration Committee is in charge of submitting motions to the Supervisory Board concerning: the amounts and conditions of pay, compensation and benefits of ● any kind awarded to members of the company’s Management Board, including benefits in kind, provident insurance and pension plans; the pay granted to the Chairman of the Supervisory Board and, ● where applicable, the Vice-Chairman; the distribution of attendance fees among members of the ● Supervisory Board and committees and the total amount of attendance fees submitted for approval at the company’s Annual General Shareholders’ Meeting. Furthermore, the Remuneration Committee: conducts an annual review: ● of the principles of the company’s pay policy, - of the pay, compensation and benefits of any kind granted to - corporate officers of the company, of the pay policy for categories of personnel, including - Management Board Members, risk takers, persons exercising control duties and any employees who, as a result of their total income, are in the same pay bracket, whose professional activities have a material impact on the company’s or Group’s risk profile; directly controls the pay granted to the Head of Risk Management, ● referred to in Article L. 511-64 of the French Monetary and Financial Code and, where applicable, the Head of Compliance; reports regularly on its work to the Supervisory Board; ● examines the draft of the Supervisory Board’s corporate governance ● report; gives its opinion to the Board on the policy for granting stock ● options or similar securities and on the list of beneficiaries; is informed of Groupe BPCE’s pay policy, particularly the policy ● regarding the main company directors of affiliated institutions;

COOPERATIVE AND CSR COMMITTEE Duties

The Cooperative and CSR Committee is in charge of submitting motions and recommendations aimed at promoting the cooperative and social values of long-term commitment and professional and interpersonal ethics. It also ensures that Group and network activities represent these values, thereby strengthening the cooperative banking model of the Group and each of the networks.

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Registration document 2018