BPCE - 2019 Universal Registration Document

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ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

APPOINTMENTS COMMITTEE DUTIES The Appointments Committee is in charge of submitting motions to the Supervisory Board concerning: the choice of members of the Supervisory Board and • Non-Voting Directors who come from outside Groupe BPCE. Supervisory Board Members from inside Groupe BPCE are appointed in compliance with the company’s Articles of Association and Article L. 512-106 of the French Monetary and Financial Code; the appointment of the Chairman of the Management Board. • Furthermore, the Appointments Committee: regularly reviews and assesses the integrity and skills of • candidates for the Supervisory Board and the Non-Voting Directors, Chairman, and other members of the Management Board; assesses the balance and diversity of knowledge, skills and • experience individually and collectively held by the members of the Supervisory Board; specifies the duties and qualifications required for positions on • the Supervisory Board and assesses the amount of time that should be spent on Supervisory Board duties; sets a target for the balanced representation of men and • women on the Supervisory Board and creates a policy to achieve this target; writes, submits to the Supervisory Board, and annually • reviews a diversity policy applicable to Supervisory Board Members with respect to criteria such as age, gender, or qualifications and professional experience, as well as a description of the goals of that policy, its terms of implementation, and the results achieved during the past year; periodically, and at least once a year, assesses: • the structure, size, composition and effectiveness of the – Supervisory Board with respect to its assigned tasks, and submits all useful recommendations to the Board, the knowledge, skills and experience of the members of the – Supervisory Board, both individually and collectively, and reports on this assessment to the Board; periodically reviews the policies of the Supervisory Board • governing the selection and appointment of Management Board members and the Head of Risk Management and makes appropriate recommendations; ensures that the Supervisory Board is not dominated by any • one person or small group of people under conditions that are detrimental to the company’s interests; writes and periodically reviews a succession procedure for • company directors, which it submits to the Supervisory Board. ACTIVITY The Appointments Committee met four times between January 1 and December 31, 2019. The average attendance rate at these meetings was 96.30%. The main issues that it addressed were as follows: review of the skills and integrity of candidates to be • Supervisory Board Members; review of the skills, integrity, and independence of candidates • to be independent Supervisory Board Members;

launch of the Supervisory Board’s annual audit process, and • analysis of the audit report and distribution of expertise among members of the Supervisory Board; annual review of independent member status on the • Supervisory Board; review of the conflicts of interest management process for • independent members; review of diversity policies for members of the Management • and Supervisory Boards; review of the Fit & Proper policy governing the makeup of • BPCE subsidiary boards and the rules governing the number of offices held and availability for board members of Group entities. REMUNERATION COMMITTEE DUTIES The Remuneration Committee is in charge of submitting motions to the Supervisory Board concerning: the amounts and conditions of pay, compensation and • benefits of any kind awarded to members of the company’s Management Board, including benefits in kind, provident Insurance and pension plans; the pay granted to the Chairman of the Supervisory Board and, • where applicable, the Vice-Chairman; the distribution of attendance fees among members of the • Supervisory Board and committees and the total amount of attendance fees submitted for approval at the company’s Annual General Shareholders’ Meeting. Furthermore, the Remuneration Committee: conducts an annual review: • of the principles of the company’s pay policy, – of the pay, compensation and benefits of any kind granted to – corporate officers of the company, of the pay policy for categories of personnel, including – Management Board Members, risk takers, persons exercising control duties and any employees who, as a result of their total income, are in the same pay bracket, whose professional activities have a material impact on the company’s or Group’s risk profile; directly controls the pay granted to the Head of Risk • Management, referred to in Article L. 511-64 of the French Monetary and Financial Code and, where applicable, the Head of Compliance; reports regularly on its work to the Supervisory Board; • examines the draft of the Supervisory Board’s corporate • governance report; gives its opinion to the Board on the policy for granting stock • options or similar securities and on the list of beneficiaries; is informed of Groupe BPCE’s pay policy, particularly the • policy regarding the main company directors of affiliated institutions; reviews and issues opinions on the Insurance policies taken • out by the company covering the liability of company directors; gives its opinion to the Board on the section of the annual • report covering issues within the remit of the Remuneration Committee. ACTIVITY The Remuneration Committee met twice between January 1 and December 31, 2019. The average attendance rate at these meetings was 93.75%.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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