BPCE - 2019 Universal Registration Document

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MANAGEMENT AND SUPERVISORY BODIES REPORT ON CORPORATE GOVERNANCE

AUDIT Pursuant to the AFEP-MEDEF Code and in accordance with the EBA/ESMA governance guidelines, a formal audit was conducted in 2019 by law firm FIDAL, under the direction of the Appointments Committee. The audit lasted two months and the findings were presented to the Supervisory Board at its meeting of December 19, 2019. FIDAL conducted individual interviews, based on an interview guide developed with input from all Board members and non-voting directors. The firm also met with the Chairman of the Management Board. Through this evaluation, the Supervisory Board was able to identify areas in which progress had been achieved, areas for improvement and focuses for further discussion. A detailed audit report containing the results of these interviews was produced and analyzed at a special meeting of the Appointments Committee. A summary was then drafted for submission to the Supervisory Board. FIDAL presented its findings to the Supervisory Board at its meeting of December 19, 2019, also attended by the Management Board. The audit found that most members believe the Supervisory Board’s overall performance is satisfactory and has improved since the previous audit. The quality of the discussions between the Supervisory and Management Boards provide a forum for debate and more in-depth analysis of the questions submitted to the Supervisory Board and its committees. Significant improvements have been implemented, in particular the introduction of staggered renewals of terms of offices, increased female representation and younger members. The Supervisory Board has become increasingly involved, particularly in terms of strategy, through recent changes to the role of the Audit Committee. The audit also highlighted improved risk management, performance oversight and better execution of decisions made by the Supervisory Board. The make-up and operation of the committees was deemed satisfactory, as was the quality of the work conducted by the committees and reports submitted to the Supervisory Board. Each member’s individual contribution to the Board is effective and deemed very satisfactory, and attendance rates are high. Focuses for further discussion were identified regarding possible changes to the Board, including: appointing members with international experience and • expertise in the digital, technology and IT, cyber risk and HR fields; implementing an annual strategy day that could be • incorporated into the Learning Expedition, which is highly appreciated by Board members; the potential for an enhanced role for the Cooperative and • CSR Committee in defining Groupe BPCE’s CSR strategy. TRAINING In compliance with Article L. 511-53 of the French Monetary and Financial Code, BPCE is committed to training the members of its Supervisory Board. The main components of the training program were defined by considering the experience and needs of the members of the Board, as well as the proposals made during the Board audit.

As such, the training program takes into consideration that Board members working within a Banque Populaire bank or Caisse d’Epargne already benefit from training programs organized by the network Federations. Furthermore, Natixis’ training modules are open to members of BPCE’s Supervisory Board and are designed to be consistent with the existing module specific to members of BPCE’s Supervisory Board. Board members who are employee representatives also receive additional training provided by a third-party training firm in accordance with applicable legal and regulatory provisions. There are four core components to BPCE’s training program: Training may be provided by internal and/or external providers. During fiscal year 2019, members of BPCE’s Supervisory Board had the opportunity to receive training on the following subjects: digital/cloud technology – strategy and objectives; • artificial intelligence initiatives/Risks: internal models; • permanent control; • compliance: GDPR, MiFID II, IDD, PRIIPs; • Sapin II (code of ethics, code of conduct, financial penalties); • valuation procedures and new accounting standards (IFRS 9, • 15 and 16); main principles of compliance and current regulatory • developments; prudential regulation: capital adequacy and liquidity; • developments in bancassurance. • At its meeting of August 2, 2019, the Board approved a multi-year training program for 2019-2021, with the goal of complying with the marketplace best practices and standards (EBA, ESMA, IFA) and consolidating Board member expertise. An acclimation program for new Board members appointed in 2021 was implemented and will include meetings with heads of Internal Control functions and the main business lines. The “ongoing training” component was enhanced as follows: access to a document library; • MOOC (Massive Open Online Course) and e-learning courses • introduced; personal coaching sessions, virtual classes, simulations and • one-to-one interviews can now be organized; current topics can also be added to the initial program as they • arise. Specifically for 2020, the following training sessions have been scheduled: new payment instruments; • roles and responsibilities of Board members and company • directors; the Fit and Proper policy; • a core curriculum open to all Board members; • a training program for new Board members; • ongoing training. •

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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