BPCE - 2019 Universal Registration Document

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ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

Accordingly, it ensures the quality of information provided to shareholders and, more generally, fulfills the duties set out in the French Commercial Code. The Audit Committee is also responsible for reviewing the strategic operations undertaken by Groupe BPCE. The Audit Committee oversees: Preparation of financial information In this respect, its duties include: reviewing the quarterly, half-year and annual consolidated • financial statements of the company and Groupe BPCE, as well as the parent company financial statements, which are presented by the Management Board prior to their review by the Supervisory Board; verifying that the information provided is clear; • reviewing the scope of consolidated companies and • supporting evidence thereof; assessing the appropriateness of accounting methods • adopted in preparing the company’s individual financial statements and the consolidated financial statements of the company and Groupe BPCE; reviewing the draft of the Supervisory Board Chairman’s • report on internal control and risk management procedures as regards preparing and processing accounting and financial information; reviewing the prudential and accounting impacts of any • material acquisition by the company or Groupe BPCE. Statutory audit of the annual and consolidated financial statements, and of the Statutory Auditors’ independence In this respect, its duties include: ensuring that the “Framework for Statutory Auditor • Assignments at Groupe BPCE”, approved by BPCE’s Supervisory Board on June 27, 2012 and which defines the rules and principles aimed at guaranteeing Statutory Auditor independence in Groupe BPCE companies, is observed and updated; ensuring that the Statutory Auditor selection procedure is • observed and issuing an opinion on the Statutory Auditors proposed for appointment at the Annual General Shareholders’ Meeting; in accordance with applicable regulations, authorizing services • (other than certification of the financial statements) that are provided by the Group’s Statutory Auditors; ensuring that the Statutory Auditors are independent, • specifically by reviewing fees paid to them by Group companies as well as fees paid to any network to which they might belong and by overseeing, on a quarterly basis, any services that do not fall within the strict framework of the statutory audit; reviewing the Statutory Auditors’ work schedule, the results • of their audits and recommendations, and any follow-up action. Groupe BPCE strategic operations The Audit Committee is asked to review and issue a prior opinion on any material internal or external growth operations submitted for the approval of the Supervisory Board, including in particular: any material equity investments or divestments, contributions, • mergers, spin-offs, restructuring operations, joint ventures, strategic deals, alliances or partnerships entered into by BPCE or its subsidiaries;

any material acquisitions or disposals, including acquisitions or • disposals of Equity interests, carried out by the Banques Populaires and the Caisses d’Epargne, specifically reviewing the associated terms and conditions as well as the prudential and accounting impacts. ACTIVITY The Audit Committee met five times between January 1 and December 31, 2019. The average attendance rate at these meetings was 93.10%. The main issues that it addressed were as follows: presentation of BPCE’s annual financial statements for the • year ended December 31, 2018 and review of the 2020 budget; presentation of BPCE’s 2019 quarterly and half-year financial • statements; monitoring of the impact of adopting IFRS 9 and the • Impairment for credit risk under IFRS 9; review and examination of Groupe BPCE’s capital adequacy • and liquidity ratios; oversight of the management of intra-group prudential ratio • requirements; monitoring of the impact on the financial statements of the • Group’s transformation initiatives; regular reporting on the earnings of BPCE International and its • subsidiaries and monitoring the run-off management of BPCE International’s assets; analysis of the practicalities of ChRome program funding; • monitoring of the work performed by the Statutory Auditors, • reviewing their independence and fees, approving the services carried out by the Statutory Auditors other than certifying financial statements; reviewing the strategic operations undertaken by the Group. • RISK COMMITTEE DUTIES The Risk Committee assists the Supervisory Board with respect to BPCE’s overall strategy and risk appetite, both current, future and when the Supervisory Board reviews the strategy’s implementation. Accordingly, it is tasked with assessing the effectiveness of the internal control and risk management systems and, more generally, fulfills the duties set out in Articles L. 511-92 et seq. of the French Monetary and Financial Code and by the Ministerial Order of November 3, 2014 on internal control of banking sector companies. In this respect, its duties include: conducting a regular review of the strategies, policies, • procedures, systems, tools and limits referred to in Article 148 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies and the underlying assumptions, and sharing its findings with the Supervisory Board; reviewing the total risk exposure of company and Groupe • BPCE activities, based on the associated reports; advising the Supervisory Board on the company’s overall • strategy and risk appetite, both current and future; assisting the Supervisory Board when it reviews the • implementation of this strategy by the members of the Management Board and the Head of Risk Management;

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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