BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Rules and principles governing the determination of pay and benefits

PAY POLICY APPLICABLE TO THE CHAIRMAN AND MEMBERS OF THE SUPERVISORY BOARD ➡

Pay component

Principles and criteria adopted

Attendance fees (fixed pay) The total distributable sum of BPCE attendance fees is set by the Annual General Shareholders’ Meeting, and the Supervisory Board, based on recommendations by the Remuneration Committee, sets the terms for distributing the attendance fees among the Supervisory Board Members. Aside from the Chairman, who receives annual fixed pay, Supervisory Board Members are paid in the form of attendance fees. Attendance fees paid to Supervisory Board Members Board Members, except for the Chairman, receive an annual sum. Additional pay granted to Board Committee Members Members and Chairmen of the Audit Committee, the Risk Committee, the Remuneration Committee, the Appointments Committee, and the Cooperative and CSR Committee also collect an additional annual amount for attendance fees. Pay granted to Non-Voting Directors Pursuant to Article 28.3 of the Articles of Association, the Supervisory Board has resolved to compensate non-voting directors by making a deduction from the attendance fees allocated to Supervisory Board Members at the Annual General Shareholders’ Meeting. As such, Non-Voting Directors receive an annual amount. Attendance fees paid to Supervisory Board Members In addition to an annual sum, the members of the Supervisory Board, except for the Chairman, collect an amount for each meeting they attended, within the limit of nine meetings during the fiscal year. Except for the Vice-Chairman, this supplemental portion of variable pay is greater than the annual sum. Additional pay granted to Board Committee Members In addition to an annual sum, the Board Committee Members (including Chairmen) collect an amount for each meeting they attended: for the Appointments Committee, within the limit of three meetings during the fiscal year; - for the Remuneration Committee, within the limit of five meetings during the fiscal year; - for the Cooperative and CSR Committee, within the limit of two meetings during the fiscal year. - For the Committee Chairmen, the annual sum that they collect is greater than the supplemental portion of variable pay, given their unique responsibilities. Pay granted to Non-Voting Directors In addition to an annual sum, the non-voting directors collect an amount for each meeting they attended, within the limit of nine meetings during the fiscal year. The Chairman and members of the Supervisory Board and of the Board Committees do not receive benefits in kind. Pursuant to Article L. 225-82-2 of the French Commercial Code, the Management Committee and the Supervisory Board for the principles and criteria for determining, distributing and granting the 2019 fiscal year, as compensation for fulfilling their duties, will be fixed, variable and non-recurring items constituting the total pay and covered in resolutions submitted for the approval of the BPCE Annual benefits of any kind that may be granted to members of the General Shareholders’ Meeting in 2019. Attendance fees (variable pay) for the Audit Committee, within the limit of four meetings during the fiscal year; - for the Risk Committee, within the limit of six meetings during the fiscal year; - Benefits in kind

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3.5.4

Procedure for enforcing pay policies and practices covered by Articles L. 511-71 to L. 511-88 of the French Monetary and Financial Code

Information on the policies and practices on pay granted to members report published on the BPCE website prior to the Annual General of the executive body and persons whose professional activities have Shareholders’ Meeting, in accordance with the same terms applicable a material impact on the corporate risk profile will be the subject of a to the registration document.

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Registration document 2018

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