BPCE - 2019 Universal Registration Document

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MANAGEMENT AND SUPERVISORY BODIES REPORT ON CORPORATE GOVERNANCE

Supervisory Board 3.3.2

APPOINTMENT During the company’s life and subject to co-opting, Supervisory Board Members are appointed by the shareholders at the Ordinary General Shareholders’ Meeting, as indicated in Article 21 of BPCE’s Articles of Association, on a motion by Category A or B shareholders, depending on the category in question. Independent members are proposed by the Appointments Committee to the Supervisory Board, which asks the Management Board to put their appointment to a vote at the Ordinary General Shareholders’ Meeting. The two members representing employees of BPCE and its subsidiaries are appointed by each of the two unions that received the most votes in the first round of elections referred to in Articles L. 2122-1 and L. 2122-4 of the French Labor Code. Supervisory Board Members hold office for a term of six years. Their duties end at the close of the Ordinary General Shareholders’ Meeting convened to rule on the financial statements for the past fiscal year, held during the year in which their term expires. The Supervisory Board is partially reappointed every three years, and for the first time since the Annual General Shareholders’ Meeting that approved the financial statements for the year ended December 31, 2017. Solely for the purposes of beginning to stagger Supervisory Board reappointments, the terms of eight members ended early upon the conclusion of the Annual General Shareholders’ Meeting that approved the financial statements for the year ended December 31, 2017. That same meeting also appointed the same number of Supervisory Board Members for a period of six years. The Supervisory Board Members are eligible again under the conditions set out by the Articles of Association, specifically the provisions of Article 21 regarding the completion of a half-term without reaching the mandatory age limit of 70. They are automatically deemed to have resigned once they no longer carry out the responsibilities set out in Article 21 of the Articles of Association. Furthermore, no persons may be appointed as members of the Supervisory Board if, from the date of their appointment, they cannot complete at least half of their term before reaching the above-cited age limit. DIVERSITY POLICY In accordance with the law and Articles of Association as well as the Internal Rules, the Appointments Committee is tasked with making proposals regarding the choice of Group outsiders and Supervisory Board Members suggested to it. To that end, the Appointments Committee verifies the fitness of Supervisory Board candidates with respect to their integrity, skills, and independence while pursuing a goal of diversity within the Supervisory Board, meaning a situation where the characteristics of the Supervisory Board Members differ to an extent that ensures a variety of viewpoints within the Supervisory Board, given that the cooperative nature of the Group greatly helps to promote diversity.

The terms of the BPCE Supervisory Board Members were renewed at the Ordinary General Shareholders’ Meeting of May 22, 2015 for a period of six years, i.e. until the Annual General Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2020. Furthermore, under the staggered reappointment procedure for Supervisory Board members, the Supervisory Board acknowledged the resignation of eight of its members at its meeting of May 17, 2018. The Combined General Meeting held on May 25, 2018 subsequently appointed eight new members for a period of six years, i.e. until the Annual General Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2023. In accordance with Article L. 225-79-2 of the French Commercial Code, two employee representative members were appointed on April 28 and 30, 2015 by the two unions that received the most votes in the first round of elections referred to in Articles L. 2122-1 and L. 2122-4 of the French Labor Code, namely Fédération CFDT des banques et assurances and Fédération de la finance et de la banque CFE-CGC. GUIDELINES Under Article 21 of the Articles of Association as amended on June 26, 2019, the BPCE Supervisory Board is made up of 10 to 19 members: seven representatives of Category A shareholders (the Caisses d’Epargne et de Prévoyance), seven representatives of Category B shareholders (the Banques Populaires), three independent members as defined by the AFEP-MEDEF Code (1) and two members representing employees of BPCE and its direct or indirect subsidiaries headquartered in France. The Supervisory Board includes six Non-Voting Directors acting in an advisory capacity. Among the Non-Voting Directors, the Chairman of Fédération Nationale des Caisses d’Epargne and the Chairman of Fédération Nationale des Banques Populaires, who cannot be members of the Supervisory Board, are Non-Voting Directors as of right, in accordance with Article 28.1 of BPCE’s Articles of Association. The other four Non-Voting Directors are appointed by the Ordinary General Shareholders’ Meeting in accordance with Article 31.9 of BPCE’s Articles of Association: two from among the candidates proposed by Category A shareholders and two from among the candidates proposed by Category B shareholders. The Non-Voting Directors are tasked with ensuring that BPCE fulfills its assigned responsibilities, particularly those set out by law, without interfering or getting involved in BPCE’s management. In accordance with Article L. 2312-72 of the French Labor Code, the Articles of Association also stipulate the presence of one non-voting representative from the company’s Works Council. The Supervisory Board includes a committee consisting of the Chairman, the Vice-Chairman, a Chairman of the Management Board of a Caisse d’Epargne and a Chief Executive Officer of a Banque Populaire bank. The Supervisory Board Committee serves as a forum for exchange and discussion about important matters before they are presented to the Supervisory Board. It is not a decision-making body.

(1) A complete description of the shareholder categories is provided in section 7.2.2 “Category A and B shares”.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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