BPCE - 2018 Registration document

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

Specialized committees

Supervisory Board

Total

Members of the Supervisory Board

Meetings attended/Number of meetings

Individual attendance rate

Dominique Garnier (until November 30, 2018)

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

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

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

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

Daniel Karyotis

Alain Lacroix (until March 31, 2018) Dominique Martinie (until June 6, 2018)

AVERAGE

91.90% 88.01%

91.56%

3.4.4

Management Board

authorizes any transaction of less than € 100 million; ● issues general internal directives to affiliated institutions, covering ● the objectives defined in Article L. 511-31 of the French Monetary and Financial Code. The Management Board is required to comply with the limitations of powers defined in Articles 27.1, 27.2, 27.3 and 27.4 of BPCE’s Articles of Association, which set out the duties of the Supervisory Board. The Chairman of the Management Board represents the company in its dealings with third parties. On the recommendation of the Chairman of the Management Board, the Supervisory Board may grant the same power of representation to one or more Management Board Members, who shall then bear the title of Chief Executive Officer. The Chairman of the Management Board and the Chief Executive Officer or officers, if any, are authorized to appoint a special representative to deputize them in respect of part of their powers. With the authorization of the Supervisory Board, the members of the Management Board may, on the recommendation of the Chairman of the Management Board, divide management tasks between them. However, in no event should this division have the effect of removing the Management Board’s capacity as a collegial management body. Once every three months, the Management Board presents a written report to the Supervisory Board on the company’s performance. Within three months of the end of each accounting period, the Management Board completes the parent company financial statements and presents them to the Supervisory Board for verification and control. The board also submits the consolidated financial statements within this same period.

In accordance with Article 18 of BPCE’s Articles of Association, the Management Board has the broadest powers to act under all circumstances in the company’s name, within the corporate purpose and subject to decisions requiring prior authorization by the Supervisory Board and the Annual General Shareholders’ Meeting, in accordance with the law or the Articles of Association. In particular, the Management Board: performs duties as the company’s central institution as specified by ● law and, where applicable, after receiving prior authorization from the Supervisory Board, as specified by the company’s Articles of Association; exercises all banking, financial, administrative and technical ● powers; approves the appointment of executive management at the ● company’s main direct and indirect subsidiaries; appoints the person or persons tasked with Provisional ● Management or Control functions for an affiliated institution in the event the Supervisory Board decides to dismiss any persons referred to in Article L. 512-108 of the French Monetary and Financial Code; decides, in an emergency, to suspend one or more executive ● managers of an affiliated institution as a protective measure; uses the Group’s internal solidarity mechanisms, notably by calling ● on the guarantee and solidarity funds of the Networks and the Group; approves the Articles of Association of affiliated institutions and ● Local Savings Companies and any changes thereto; determines the rules governing the pay granted to executive ● managers of affiliated institutions, including any contingent pay and benefits granted to such individuals on or after termination of employment;

3.4.5

Annual General Shareholders’ Meetings

The Ordinary General Shareholders’ Meeting called to approve the annual financial statements of the previous fiscal year convenes within five months of the end of the fiscal year. Only Category “A” shareholders, Category “B” shareholders and 2° owners of ordinary shares are entitled to take part in the Annual General Shareholders’ Meetings. Their participation is subject to the registration of the shares in the name of the shareholder by the second business day preceding the Annual General Shareholders’ Meeting at twelve midnight, Paris time, in the registered share accounts maintained by the company.

The provisions governing the participation of shareholders at the Annual General Shareholders’ Meeting (Article 30 of BPCE’s Articles of Association) are as follows: Annual General Shareholders’ Meetings are called and convened 1° in accordance with regulations in force. Annual General Shareholders’ Meetings take place at the registered office or at any other location specified in the notice of the meeting.

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Registration document 2018