BPCE - 2019 Universal Registration Document


As such, the Appointments Committee checks the following criteria: education, professional experience, age, balanced geographic representation, representation of different market types, representation of the different socio-professional categories of the Group’s cooperative shareholder base, and a minimum 40% target for the representation of the underrepresented gender. With respect to these criteria, when assessing a candidate for the Supervisory Board, the Appointments Committee strives to maintain or achieve a balance and have a skill set appropriate for the Group’s activities and strategic plan, as well as the technical responsibilities assigned to the various Supervisory Board Committees. None of these criteria on its own, however, is sufficient to mark the presence or absence of diversity, which is assessed collectively within the Supervisory Board. This is because the Appointments Committee prioritizes the synergy of technical skills, cultural diversity, and diverse experience in order to achieve a set of profiles that enhances the angles of analysis and viewpoints on which the Supervisory Board may rely when conducting its discussions and making its decisions, thereby encouraging good governance. Finally, the Appointments Committee reports to the Supervisory Board any changes that it recommends making to the composition of the Supervisory Board in order to achieve the goals set out in the diversity policy. GENDER EQUALITY At December 31, 2019, seven out of the total 19 members of the BPCE Supervisory Board were women ( i.e. 41.17%). In accordance with Article L. 225-79 of the French Commercial Code, the members representing employees of BPCE and its direct or indirect subsidiaries headquartered in France are not included in this calculation. At December 31, 2019, BPCE met the gender representation requirement for members of its Supervisory Board (a minimum of 40% for each gender) and therefore was in compliance with the provisions of Article L. 225-69-1 of the French Commercial Code. INDEPENDENCE In keeping with the corporate governance guidelines and best practices set out in the Supervisory Board’s internal rules adopted on July 31, 2009 and amended on December 20, 2018, Supervisory Board Members: take care to maintain their independence of judgment, • decision and action in all circumstances. They avoid being influenced by anything that is contrary to the company’s interests, which it is their duty to defend; undertake to avoid any conflict that may exist between their • moral and material interests and those of the company. They inform the Supervisory Board of any conflict of interest that may affect them. In such cases, they abstain from taking part in any discussions and decisions on the matters in question. In addition, the Supervisory Board and each of its committees include elected or co-opted independent members. The definition below is based on the AFEP-MEDEF Code recommendations. However, BPCE does not follow the AFEP-MEDEF Code recommendations concerning the proportion of independent directors on the Supervisory Board and its committees: because of Groupe BPCE’s cooperative

structure, the proportion of directors representing the Banque Populaire and Caisse d’Epargne networks is larger than the proportion of independent directors as defined in the AFEP-MEDEF Code (three in number). The criteria stated below are designed to define a member’s independent status. The guiding principle is that “members are independent if they have no relations of any sort with the company, its group or its management, which might compromise the free exercise of their judgment.” An independent member must not: be an employee or executive corporate officer of the company • or Groupe BPCE, or an employee or director of one of the company’s shareholders, and must not have been so during the previous five years; be an executive corporate officer of a company in which the • company directly or indirectly holds a directorship or in which a designated employee or an executive corporate officer of the company (either currently or in the last five years) holds a directorship; be a customer (or directly or indirectly linked to a customer), • supplier, investment banker or commercial banker, if the business relationship is such that it could compromise the free exercise of the member’s judgment; have close family ties with an executive or non-executive • corporate officer of the company or its group; have been an auditor, accountant, or permanent or alternate • Statutory Auditor of the company or of any Groupe BPCE companies during the last five years; have been a non-executive corporate officer of the company • for longer than 12 years; or receive or have received any substantial additional pay from • the company or Groupe BPCE, excluding attendance fees and including participation in any stock option package or any other performance-based pay package. The Supervisory Board may find that one or more of its members, although meeting the criteria above, should not be classified as independent given their individual situation or that of the company, with regard to their shareholdings or for any other reason. Pursuant to Article 3.2 of the Internal Rules, at its meeting of December 10, 2019, the Appointments Committee reviewed and confirmed the independent status of Kadidja Sinz and Anne-Claude Pont, based on the criteria defined by the Supervisory Board’s Internal Rules. In 2019, the adherence to the defined criteria in order to qualify Valérie Pancrazi as an independent member was examined at the time of her appointment. AVAILABILITY Pursuant to the requirements set by the European Central Bank (ECB), at its meeting of December 19, 2019 BPCE’s Supervisory Board acknowledged a fit & proper policy governing in particular the assessment of Board member availability. This policy implements a system to ensure that Board members dedicate sufficient time to their roles and responsibilities. To that end, the Appointments Committee assesses the availability of potential Board members by checking the number of corporate offices held and determining the amount of time allotted to each office.




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