BPCE - 2019 Universal Registration Document

ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

authorization of BPCE’s acquisition of Crédit Foncier de • France’s entire stake in Socfim, i.e. 100% of its share capital and voting rights. FINANCE presentation of BPCE’s annual financial statements for the • year ended December 31, 2018; presentation of BPCE’s 2019 quarterly and half-year financial • statements; acknowledgment of budget trends and the amended 2019 • budget; approval of the 2020 budget; • establishment of rules for the calculation of contributions of • ChROME program funding and approval of BPCE’s call for ChROME contributions; review of the rules governing the Group’s solidarity • mechanism; review and follow-up on Groupe BPCE’s capital adequacy and • liquidity ratios. AUDIT – COMPLIANCE – RISKS follow-up on the reports and investigations of the Autorité de • contrôle prudentiel et de résolution (ACPR – French Prudential Supervisory and Resolution Authority) and the European Central Bank (ECB); risk monitoring: monitoring of consolidated risks, review of the • impact of conditions in Europe on the Group, forward-looking risk management approach, monitoring of the Group’s market and credit limits, monitoring of risk governance and annual review and reconsideration of Groupe BPCE’s risk appetite; The Supervisory Board has instituted five specialized committees in charge of preparing its decisions and making recommendations. Their duties, resources, operating procedures and composition are set out in the Supervisory Board’s internal rules. As far as possible, and depending on applicable circumstances, any discussion by the Supervisory Board that falls within the remit of a committee created by the board is preceded by the referral of the matter to said committee and a decision may only be made after that committee has issued its recommendations or motions. Under no circumstances may the specialized committees be consulted either for the purpose of delegating powers to said committees powers that are allocated to the Supervisory Board by law or the Articles of Association, or to reduce or limit the Management Board’s powers. Whenever it is necessary to consult a committee, the Chairman of that committee receives from the Management Board, within a reasonable time frame (given the circumstances), all of the items and documents that will enable the committee to carry out its work and formulate its opinions, recommendations and motions relating to the Supervisory Board’s upcoming agenda. Committee members are chosen by the Supervisory Board based on a motion made by the Chairman of the Board from among its members. Members may be dismissed by the Supervisory Board. Specialized committees 3.4.2

review of the report on internal control prepared in accordance • with Article 258 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies and the report on risk measurement and supervision, prepared in accordance with Article 262 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies: work carried out by the Inspection Générale division, annual compliance report (annual report of the Investment Services Compliance Officer [RCSI], report on the annual check control program, report on credit risks), update on accounting risks; approval of the change to the interest rate risk criterion; • examination of the independence and fees of Statutory • Auditors; approval of the update to Groupe BPCE’s Recovery Plan (RP) • for 2019; follow-up on the ICAAP (Internal Capital Adequacy • Assessment Process) for 2019, the methods used within this framework and the results of internal stress tests used to determine figures for 2019; follow-up on the Supervisory Review and Evaluation Process • (SREP); review of the senior management report on the effectiveness • of the enhanced compliance mechanism, drawn up by the Management Board (Senior Management) and implemented in accordance with the Volcker rule’s specifications; Depending on the type of matters submitted to the Supervisory Board, discussions were held and decisions made on the basis of the reports presented by the relevant Board Committees.

3

The term of office of committee members coincides with their term of office as Supervisory Board Members. The renewal of both terms of office may take place concomitantly. Each committee is made up of at least three and at most seven members, except for the Remuneration Committee which has eight members, including one employee representative as stipulated by Article L. 225-79-2 of the French Commercial Code. The Supervisory Board may also appoint a person from outside Groupe BPCE or a Non-Voting Director to any of these committees. The Cooperative and CSR Committee includes both Non-Voting Directors as of right among its members. A Chairman is in charge of organizing the work conducted by each committee. The Chairman of each committee is appointed by the Supervisory Board.

AUDIT COMMITTEE DUTIES

The Audit Committee assists the Supervisory Board in verifying and reviewing the financial statements and the Management Board report on the company’s business. The Audit Committee is tasked with overseeing the process for preparing financial information, the statutory audit of the annual and consolidated financial statements by the Statutory Auditors and their independence.

161

UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE