BPCE - 2019 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

Rules and principles governing the 3.5 determination of pay and benefits

3.5.1

Pay policy, components of pay, benefits in kind, loans, guarantees and attendance fees received by members of the Supervisory Board of BPCE (1)

Chairman of the Risk Committee: annual fixed pay: €23,900; • variable pay for each meeting attended, up to a limit of six • meetings during the fiscal year: €2,400. Other members of the Risk Committee: annual fixed pay: €750; • variable pay for each meeting attended, up to a limit of six • meetings during the fiscal year: €875. Chairman of the Appointments Committee: annual fixed pay: €13,100; • variable pay for each meeting attended, up to a limit of three • meetings during the fiscal year: €1,650. Other members of the Appointments Committee: annual fixed pay: €750; • variable pay for each meeting attended, up to a limit of three • meetings during the fiscal year: €600. Chairman of the Remuneration Committee: annual fixed pay: €13,100; • variable pay for each meeting attended, up to a limit of five • meetings during the fiscal year: €1,650. Other members of the Remuneration Committee: annual fixed pay: €750; • variable pay for each meeting attended, up to a limit of five • meetings during the fiscal year: €600. Chairman of the Cooperative and CSR Committee: annual fixed pay: €13,100; • attendance fees paid for each meeting attended, up to a limit • of two meetings during the fiscal year: €1,650. Other members of the Cooperative and CSR Committee: annual fixed pay: €750; • variable pay for each meeting attended, up to a limit of two • meetings during the fiscal year: €600.

At the Combined General Meeting on May 19, 2017, the total amount pay allocated to members of BPCE’s Supervisory Board for attendance at meetings was set at €700,000. This pay is detailed in the statement regarding pay collected by the non-executive corporate officers of BPCE. At the meeting on May 19, 2017, the Supervisory Board set the pay for the Chairman and Vice-Chairman of the Supervisory Board as well as the terms for distributing pay for attendance at meetings among the Supervisory Board Members. Aside from the Chairman, who receives annual fixed pay, Supervisory Board Members are paid based on their attendance at meetings. PAY GRANTED TO THE CHAIRMAN OF THE SUPERVISORY BOARD annual fixed pay: €400,000; • Variable pay: €0. • PAY GRANTED TO SUPERVISORY BOARD MEMBERS Pay granted to the Vice-Chairman of the Supervisory Board: annual fixed pay: €80,000; • variable pay for each meeting attended, up to a limit of nine • meetings during the fiscal year: €1,500. Other members of the Supervisory Board: annual fixed pay: €8,200; • variable pay for each meeting attended, up to a limit of nine • meetings during the fiscal year: €1,200. ADDITIONAL PAY GRANTED TO SUPERVISORY BOARD MEMBERS Chairman of the Audit Committee: annual fixed pay: €23,900; • variable pay for each meeting attended, up to a limit of four • meetings during the fiscal year: €2,400. Other members of the Audit Committee: annual fixed pay: €750; • variable pay for each meeting attended, up to a limit of four • meetings during the fiscal year: €875.

3

(1) The figures presented in this section are gross amounts.

169

UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE