BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

To this end, the Cooperative and CSR Committee monitors cooperative share sales and dividend practices exercised by the Banque Populaire banks and the Caisses d’Epargne, changes to their share capital and fair distribution among cooperative shareholders. Activity The Cooperative and CSR Committee met twice between January 1 and December 31, 2018. The average attendance rate at these meetings was 91.66%. The main issues that it addressed were as follows: status report on cooperative shares activity; ● review of the draft Group code of conduct and ethics; ● review of the challenges in providing services to vulnerable ● customers.

review of the CSR assessment and labeling approaches at the ● Banque Populaire banks and the Caisses d’Epargne; review of the European Non-Financial Reporting Directive; ● monitoring of CSR and cooperative actions taken under the Group’s ● 2018-2020 Strategic Plan; review of Groupe BPCE’s ESG ratings; ● presentation of Group CSR institutional communication; ● updates on the Societal Engagement aspect of the TEC ● 2020 project; review of the roadmap on vulnerable customers; ● review of the territorial impacts of Group Procurement; ● updates on the FNBP and FNCE projects. ●

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3.4.3

Attendance of Supervisory Board and specialized Committee

Meetings

Specialized committees

Supervisory Board

Total

Meetings attended/Number of meetings

Members of the Supervisory Board Michel Grass, Chairman of the board

Individual attendance rate

12/12 10/12

1/2 2/2

13/14 12/14

92.86% 85.71%

Nicolas Plantrou, Vice-Chairman of the board

Caisse d’Epargne representatives Catherine Amin-Garde Astrid Boos (until June 23, 2018)

12/12

15/15

27/27 14/15

100%

6/6 4/4

8/9 4/4 9/9 6/8

93.33%

Dominique Goursolle-Nouhaut (since August 2, 2018)

8/8

100%

Françoise Lemalle

11/12

20/21 15/19 32/33 18/18 10/12 16/18 20/21

95.23% 78.95% 96.97%

Stéphanie Paix (until November 12, 2018)

9/11

Didier Patault Pierre Valentin

12/12 12/12

20/21

6/6

100%

Banque Populaire bank representatives Gérard Bellemon (since June 19, 2018)

6/6

4/6 5/6 8/9 4/9 4/4

83.33% 88.88% 95.23%

Thierry Cahn

11/12 12/12

Alain Condaminas

Pierre Desvergnes (until June 27, 2018) Bernard Dupouy (since August 2, 2018)

4/7 4/4

8/16

50%

8/8

100% 100%

Yves Gevin

12/12

21/21

33/33 15/17

André Joffre (until June 19, 2018) Catherine Mallet (since May 17, 2018)

6/6 7/7

9/11

88.23%

N/A

7/7

100%

Independent members Maryse Aulagnon

9/12

14/15

23/27

88.18%

Marwan Lahoud (until June 19, 2018)

2/6 2/2

4/6 N/A

6/12

50%

Marie-Christine Lombard (until March 29, 2018) Anne-Claude Pont (since March 29, 2018)

2/2

100% 100% 100%

10/10

12/12

22/22 11/11

Kadidja Sinz (since August 2, 2018)

4/4

7/7

Employee representatives Vincent Gontier

11/12 12/12

4/4 N/A

15/16 12/12

93.75%

Frédéric Hassaine

100%

Non-Voting Directors Jean Arondel – FNCE

N/A N/A N/A N/A

2/2 2/2 N/A N/A

2/2 2/2 N/A N/A

100% 100%

André Joffre – FNBP (since June 19, 2018)

Pierre Carli

N/A N/A

Joël Chassard (since May 17, 2018)

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Registration document 2018