BPCE - 2019 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

POTENTIAL CONFLICTS OF INTEREST

Potential conflicts of interest 3.6

3.6.1

Members of the Supervisory Board

INTEGRITY OF MEMBERS Pursuant to Article L. 511-98 of the French Monetary and Financial Code, the integrity and expertise of all newly appointed members are subject to review by the Appointments Committee. In accordance with the Internal Rules of BPCE’s Supervisory Board, Supervisory Board members must perform their duties with loyalty and professionalism. They must not take any initiatives intended to harm the company’s interests and they must act in good faith in all circumstances. Furthermore, all members of the Supervisory Board and its committees, as well as anyone who may be invited to attend their meetings, are bound by an obligation of professional secrecy, as provided for in Article L. 511-33 of the French Monetary and Financial Code and by a duty of discretion regarding their discussions and any confidential information or information presented as confidential by the Chairman of the meeting, as provided for in Article L. 225-92 of the French Commercial Code. The Chairman of the Board stresses that the proceedings of a meeting are confidential whenever regulations or the interests of the company or Groupe BPCE may require it. The Chairman of each Board Committee does the same. The Chairman of the Board or one of its committees takes the measures necessary to ensure the confidentiality of discussions. This may require all persons taking part in a meeting to sign a confidentiality agreement. If a member of the Board or one of its committees fails to comply with an obligation, in particular the obligation of confidentiality, the Chairman of the Supervisory Board refers the matter to the Board in order to issue a warning to said member, independently of any measures taken under the applicable legal, regulatory or statutory provisions. Said member is given advance notice of the penalties being considered, and will be able to present observations to the Supervisory Board. In addition, Supervisory Board Members: undertake to devote the necessary time and attention to their • duties;

attend all meetings of the Supervisory Board and the • committees of which they are members, unless this is impossible; stay informed about the company’s business lines, activities, • issues and values; endeavor to maintain the level of knowledge they need to • fulfill their duties; request and make every effort to obtain, in a timely manner, • the information deemed necessary to be able to hold informed discussions at Supervisory Board Meetings. Finally, Supervisory Board Members participate in the training programs set up for them. there are no potential conflicts of interest between the duties • of the Supervisory Board Members with regard to the issuer and other private duties or interests. If required, the Supervisory Board’s internal rules and the Ethics and Compliance Charter govern the conflicts of interest of any member of the Supervisory Board; there is no arrangement or agreement with an individual • shareholder, customer, supplier, or other, under which any of the Supervisory Board’s members has been selected; there are no family ties between the Supervisory Board • Members; no restriction, other than legal, is accepted by any of the • Supervisory Board Members regarding the disposal of their equity interest in the company. DISCLOSURE OF CONVICTION To the company’s knowledge, to date, no member of BPCE’s Supervisory Board has been convicted of fraud in the last five years. To the company’s knowledge, to date, no member of BPCE’s Supervisory Board has been declared bankrupt or in liquidation, or had assets placed in receivership, in the last five years. CONFLICTS OF INTEREST To the company’s knowledge:

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Members of the Management Board 3.6.2

INDEPENDENCE AND INTEGRITY Pursuant to Article L. 511-98 of the French Monetary and Financial Code, the integrity and expertise of all newly appointed members are subject to review by the Appointments Committee. Members of the Management Board may hold other offices subject to laws and regulations in force. A Management Board Member may not perform duties similar to those of Chief Executive Officer or Deputy Chief Executive Officer at a Caisse d’Epargne or a Banque Populaire.

CONFLICTS OF INTEREST To the company’s knowledge:

there are no conflicts of interest between any duties of • Management Board Members with respect to the issuing entity and their private interests or other duties; there are no family ties between Management Board • Members.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE