BPCE - 2019 Universal Registration Document

ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

The main issues that it addressed were as follows: variable pay of Management Board members for 2018 and the • amounts and conditions of fixed and variable pay for Management Board members for 2019 (definition of conditions for deferred portions, definition of quantitative and qualitative criteria); pay policy guidelines for persons belonging to the “regulated • population” of BPCE and Groupe BPCE credit institutions (review of Group standards on risk takers, identification of BPCE’s risk takers for 2018, establishment of a minimum capital threshold that must be met for variable components to be received, establishment of a penalty based on financial position, review of the system of penalties for bad behavior in 2018, review of the pay policy’s compliance with SRAB regulations and the Volcker rule); review of pay for the BPCE SA Risk and Compliance functions; • review of the report on internal control of Groupe BPCE credit • institutions regarding the policy and practices governing pay in respect of 2018 granted to members of the executive body and persons whose professional activities have a material impact on the corporate risk profile, pursuant to Article 266 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies. COOPERATIVE AND CSR COMMITTEE DUTIES The Cooperative and CSR Committee is in charge of submitting motions and recommendations aimed at promoting the cooperative and social values of long-term commitment and professional and interpersonal ethics. It also ensures that Group and network activities represent these values, thereby

strengthening the cooperative banking model of the Group and each of the networks. To this end, the Cooperative and CSR Committee monitors cooperative share sales and dividend practices exercised by the Banques Populaires and the Caisses d’Epargne, changes to their share capital and fair distribution among cooperative shareholders. ACTIVITY The Cooperative and CSR Committee met twice between January 1 and December 31, 2019. The average attendance rate at these meetings was 100%. The main issues that it addressed were as follows: status report on transactions in cooperative shares; • oversight of the roll-out of the Group code of conduct and • ethics; monitoring of CSR and cooperative actions taken under the • Group’s 2018-2020 Strategic Plan; review of Groupe BPCE’s non-financial performance report • and ESG ratings; presentation of Group CSR institutional communication; • review of targets set for vulnerable customers; • update on the Regional footprint initiative conducted with the • two federations; review of financial center initiatives on climate risk and their • impacts on banks; analysis of how the cooperative model is perceived; • analysis of the Group’s outlook in terms of Purpose and • Mission Statement; updates on the FNBP and FNCE projects. •

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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