BPCE - 2019 Universal Registration Document

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REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

Pay received by the Chairman and members of the Management Board for fiscal year 2019:

FIXED PAY FOR 2019

Annual fixed pay*

Comments

Laurent Mignon Chairman of the Management Board Christine Fabresse Catherine Halberstadt

€1,200,000 (including a special supplement in respect of the supplemental pension scheme pursuant to Article 82 of the French General Tax Code)

Unchanged in 2019

€500,000 €500,000

Unchanged in 2019 Unchanged in 2019 Unchanged in 2019

Nicolas Namias

€600,000 (including a special supplement in respect of the supplemental pension scheme pursuant to Article 82 of the French General Tax Code)

François Riahi

€0

François Riahi is compensated solely for his corporate office at Natixis

*

Excluding benefits in kind.

ANNUAL VARIABLE PAY IN RESPECT OF 2019 ACHIEVEMENT OF TARGETS SET FOR FISCAL YEAR 2019 Annual variable pay in respect of 2019 was determined based on quantitative and qualitative criteria that were the same for all Board Members and had previously been submitted to the Remuneration Committee for review on February 8, 2019, then validated by the Supervisory Board on February 12, 2019 and submitted to the Annual General Shareholders’ Meeting on May 24, 2019. The achievement rates for performance criteria, validated by the Supervisory Board on February 6, 2020 after receiving the opinion of the Remuneration Committee on February 5, 2020, was as follows: the trigger criterion is observation of the Group Basel III • Common Equity Tier 1 ratio. This level corresponds to the minimum CET1 level, plus the P2R, P2G and the phase-in

combined buffers set by the ECB in its letter of April 14, 2019. No variable pay is granted if this criterion is not met. This criterion was verified at December 31, 2019 and had been met; quantitative criteria account for 60% of variable pay: net • income attributable to equity holders of the parent (30%), the Group’s cost/income ratio (20%), and the Group’s net banking income (10%). The achievement rate for quantitative criteria was 66.90%; qualitative criteria account for 40% of variable pay and are • associate with the performance of Retail Banking and Insurance, Specialized Financial Services, Group human resources; finance and strategy; supervision, control and governance; and information systems and the digital transformation. The achievement rate for qualitative criteria was 38.00%. Taken together, the achievement rate for all criteria was 104.90%.

Variable pay

Variable pay awarded in respect of fiscal year 2019

Laurent Mignon Chairman of the Management Board Christine Fabresse Catherine Halberstadt

Target at 100% of fixed pay including the special supplement, with a maximum of 120%

104.90% x 100% = €1,258,800

Target at 80% of fixed pay, with a maximum of 100% Target at 80% of fixed pay, with a maximum of 100%

104.90% x 80% = €419,600 104.90% x 80% = €419,600 104.90% x 80% = €503,520

Nicolas Namias

Target at 80% of fixed pay including the special supplement, with a maximum of 100%

François Riahi

€0

€0

TERMS AND CONDITIONS OF PAYMENT In accordance with the pay policy approved by the Annual General Shareholders’ Meeting held on May 24, 2019, a portion of the variable pay awarded to members of the Management Board is deferred in equal installments over three years ( i.e. 2021, 2022 and 2023 for the variable pay awarded in respect of 2019). For the Chairman of the Management Board, 70% of variable pay awarded in respect of 2019 is deferred, for the Chief Financial Officer and Head of Group Strategy, 60% of variable pay awarded in respect of 2019 is deferred and for the other members of the Management Board, 50% is deferred.

The deferred portion is indexed to the change in net income attributable to equity holders of the parent (for fiscal years before 2016, it was indexed to the change in net income attributable to equity holders of the parent, calculated after neutralizing the impact of the revaluation of own debt), assessed as a rolling average over the last three calendar years preceding the allocation year and the payment year; Payment of the deferred portion is contingent upon attaining a standard Return on Equity (ROE) for core Group businesses that is at least equal to 4% during the fiscal year before payment falls due.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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