BPCE - 2019 Universal Registration Document

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REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

As a reminder, the Chairman and Vice-Chairman of the Supervisory Board to not receive any pay for participating in the Cooperative and CSR Committee. PAY GRANTED TO NON-VOTING DIRECTORS Pursuant to Article 28.3 of the Articles of Association, the Supervisory Board has resolved to compensate non-voting directors by making a deduction from the pay for attendance at meetings allocated to Supervisory Board Members at the Annual General Shareholders’ Meeting. Non-Voting Directors receive: annual fixed pay: €4,000; • variable pay for each meeting attended, up to a limit of nine • meetings during the fiscal year: €600. RULES GOVERNING PAY GRANTED TO MEMBERS OF THE SUPERVISORY BOARD Attendance fees were eliminated by Article 185 of the PACTE Act (act No. 2019-486 of May 22, 2010), which replaced them with “pay” that may be paid to directors and members of the Supervisory Board of a French limited liability company (société anonyme) . The change in legal terminology has no impact on the tax or social security charges applicable to the sums paid to directors and members of the Supervisory Board. As such, any references to “attendance fees” below should be construed from a legal point of view as “pay”. Attendance fees are subject to single mandatory withholding tax at the global rate of 30%, consisting of a flat 12.8% of the income tax plus social security contributions at the global rate of 17.2%. Taxpayers may, if they so choose, opt for the progressive income tax scale instead of the flat 12.8% when filing their tax return. This option can be used for the full amount, provided that

it applies to all income and gains that fall within the scope of the single flat-rate withholding tax, which are collected or earned during a single year by all members of the tax household.

The following taxation conditions apply: withholdings: •

a non-exempting flat-rate withholding tax, serving as income – tax, at a rate of 12.8%. This tax entitles taxpayers to a tax credit that can be applied to the tax calculated for the year in which the attendance fees are collected at either the flat rate or using the progressive scale, as per their choice. Taxpayers may ask to be exempted from this withholding if they provide the attendance fee distributing company with a sworn statement that the baseline tax income thresholds set out by law have been met, no later than November 30 of the year preceding the year in which the attendance fees are paid, social security charges at rates applicable on the date of the – levy (17.2% since January 1, 2018, including a CSG [ contribution sociale généralisée – general social security tax] of 6.8% deductible from taxable income for the year of the payment, if the taxpayer has opted for the progressive scale); declaration of attendance fees on the 2042 income tax – return and taxation at the flat rate of 12.8% or, optionally, using the progressive income tax scale. The tax credit attributed for the non-exempting flat withholding tax is determined in this way. OTHER PAY Other pay consists of total pay for attendance at meetings received by corporate officers in respect of their duties on the boards of Group companies during the period in question. Each payment relates to the corporate officer’s presence at Board Meetings and is calculated on the basis of the total budget for attendance at meetings set by each company’s Annual General Shareholders’ Meeting.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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