BPCE - 2018 Registration document

3 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

3.5.3

2019 Pay Policy

The pay policy described below was defined by the Supervisory Board on February 12, 2019, based on a motion by the Remuneration Committee. This policy is subject to a vote at the Annual General Shareholders’ Meeting. This policy update will take effect once approved by the Annual General Shareholders’ Meeting called to approve the 2018 financial statements. The Chairman of the Management Board is paid solely in respect of his corporate office. Given his duties as Chief Executive Officer of Natixis, the member of the BPCE Management Board who is also CEO of Natixis is paid solely for his corporate office at Natixis. As such, he does not collect any pay from BPCE. The other members of the Management Board receive an employment contract. Their pay is divided 90%/10% respectively between the employment contract and corporate office.

The principles and rules for determining their pay and other benefits granted in respect of their office and employment contract are approved by the Supervisory Board based on a motion by the Remuneration Committee. The terms of payment for annual variable pay to Management Board Members comply with the applicable regulations, particularly those which govern the pay of persons whose professional activities have a material impact on the corporate risk profile as set out by the European CRD IV Directive of June 26, 2013, its enactment into French law in the French Monetary and Financial Code, by the ordinance of February 20, 2014, and by the decree and order of November 3, 2014 and adapted to BPCE by the Group standards on risk takers.

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Registration document 2018