BPCE - 2019 Universal Registration Document

3

ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

Chapter 4 covers conflicts of interest: independence of judgment; •

Plantrou whose term of office had expired. Thierry Cahn will perform his duties as Vice-Chairman for a two-year term expiring at the end of the Annual General Shareholders’ Meeting convened in 2021 to approve the financial statements for the fiscal year ending December 31, 2020; at its May 24, 2019 meeting, appointment of Nicolas Plantrou • and Bernard Dupouy as members of the Audit Committee for the duration of their terms of office as members of the Supervisory Board, replacing Pierre Valentin and Thierry Cahn; at its May 24, 2019 meeting, appointment of Michel Grass as • a member of the Risk Committee for the duration of his term of office as a member of the Supervisory Board; at its May 24, 2019 meeting, appointment of Michel Grass as • a member of the Appointments Committee for the duration of his term of office as a member of the Supervisory Board, replacing Bernard Dupouy; at its May 24, 2019 meeting, appointment of Pierre Valentin • and Thierry Cahn as members of the Cooperative and CSR Committee for the duration of their terms of office as Chairman and Vice-Chairman of the Supervisory Board, replacing Michel Grass and Nicolas Plantrou; at its December 19, 2019 meeting, acknowledgment of the • end of the term of office of Nicolas Plantrou, member of the Supervisory Board and member of the Audit Committee, on December 14, 2019; at its December 19, 2019 meeting, appointment of Éric • Fougère as a member of the Supervisory Board and a member of the Audit Committee, for the remainder of his predecessor Nicolas Plantrou’s term of office, i.e. until the Annual General Shareholders’ Meeting convened in 2021 to approve the financial statements for the year ending December 31, 2020; approval of the training program for the employee • representative members of the Supervisory Board; presentation of the report on the annual audit of the Board’s • operations conducted by law firm Fidal; follow-up on the Board Member training program; • review of the dashboard of persons comprising the “regulated • population”; annual review of independent member status on the Board; • approval of the update to the diversity policy applicable to • members of the Board; approval of the diversity policy applicable to members of the • Management Board; acknowledgment of the Fit & Proper policy, which sets out the • rules governing the makeup of BPCE subsidiary boards and the rules governing the number of offices held and availability applicable to all non-executive offices on boards of Group entities. STRATEGIC OPERATIONS authorization of BPCE’s acquisition of 50.1% of the share • capital and voting rights of Oney Bank; authorization of BPCE International’s sale of its entire stake • and voting rights in Banque de Tahiti and Banque de Nouvelle Calédonie to Caisse d’Epargne Île-de-France; approval of the framework agreement renewing the • partnership entered into by Groupe BPCE and Natixis with COVEA Group for the provision of professional risk Insurance to the customers of the Caisses d’Epargne and the Banques Populaires;

incompatibility with the duties performed on their own behalf • in other investment banks or investment companies outside Groupe BPCE (unless explicitly approved by the Management Board of BPCE); due diligence in business relationships. • ACTIVITIES In accordance with Article 25.1 of the Articles of Association, the Supervisory Board meets as often as the company’s interests, laws and regulations require, and at least once every quarter in order to examine the Management Board’s quarterly report. Board Meetings may be convened by its Chairman, its Vice-Chairman or by one half of its members and take place at the registered office or any other location stated in the notice of meeting. In accordance with Article L. 823-17 of the French Commercial Code, the Statutory Auditors are invited to Board Meetings examining full-year and half-year financial statements. The BPCE Supervisory Board met ten times between January 1 and December 31, 2019. In 2019, the average attendance rate for Supervisory Board Members was 97.87%. In addition to issues routinely discussed (Management Board quarterly reports, related-party agreements, approvals of company directors and various items presented for information purposes), the main issues dealt with at Supervisory Board Meetings were as follows: GOVERNANCE – INTERNAL OPERATING PROCEDURES OF THE BOARD appointment of the Board Secretary; • presentation of the Supervisory Board’s corporate governance • report; determination of the variable pay of Management Board • Members for 2018 and establishment of fixed pay and the criteria (amount, trigger, qualitative and quantitative criteria) for determining the variable pay of Management Board Members for 2019; adoption of the amended Group standards on risk-takers; • at its March 28, 2019 meeting, acknowledgment of the end of • the term of office of Maryse Aulagnon, Independent Member of the Supervisory Board, Chairman of the Appointments Committee and Chairman of the Remuneration Committee, effective April 19, 2019; at its May 9, 2019 meeting, appointment of Valérie Pancrazi as • an Independent Member of the Supervisory Board, Chairman of the Appointments Committee and Chairman of the Remuneration Committee, replacing Maryse Aulagnon, for the remainder of her predecessor’s term of office until the Annual General Shareholders’ Meeting convened to approve the 2024 financial statements; at its May 24, 2019 meeting, appointment of Pierre Valentin as • Chairman of the Supervisory Board, replacing Michel Grass whose term of office had expired. Pierre Valentin will perform his duties as Chairman for a two-year term expiring at the end of the Annual General Shareholders’ Meeting convened in 2021 to approve the financial statements for the fiscal year ending December 31, 2020; at its May 24, 2019 meeting, appointment of Thierry Cahn as • Vice-Chairman of the Supervisory Board, replacing Nicolas

160

UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

www.groupebpce.com