BPCE - 2019 Universal Registration Document

LEGAL INFORMATION

STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS

The Supervisory Board has found that implementing involuntary-termination severance pay and a retirement bonus is of genuine interest for BPCE since it is a means of involving the members of the Management Board in the company’s performance by requiring them to meet certain performance conditions. These commitments resulted in the recognition of an expense of €3,018,710.00 on BPCE’s 2019 financial statements. SOCIAL PROTECTION PLANS APPLICABLE TO ALL EMPLOYEES AND IN FAVOR OF CERTAIN CATEGORIES OF EMPLOYEES Directors concerned on the applicable date (October 4, 2018): Laurent Mignon, Christine Fabresse, Catherine Halberstadt and Nicolas Namias, Members of the Management Board of BPCE. Members of the BPCE Management Board may, under the same conditions as employees of BPCE SA, benefit from the implementation of the social protection plans applied within BPCE SA in favor of all employees and certain categories of employees: CGP Article 83 supplementary pension plan: the contribution • rate is 6% from Bracket A and 4% from the pensionable portion of pay in excess of Bracket A; 70% of this contribution is paid by the company and 30% by the employee; IPRICAS Article 83 supplementary pension plan: the • contribution rate is 3.5% of total pensionable pay. This contribution is paid entirely by the company; Members of the Management Board may benefit from the rules governing the maintenance of rights to receive pay for a period of 12 months in the case of temporary work disability applicable to executive directors of Groupe BPCE companies. The Supervisory Board has found that implementing these plans is of genuine interest for BPCE SA since it is a means of incentivizing and retaining these members of the Management Board. PENSION PLAN FOR EXECUTIVE DIRECTORS OF GROUPE BPCE Director concerned on the applicable date (October 4, 2018): Christine Fabresse, Member of the Management Board of BPCE. Beneficiaries’ eligibility for the plan is subject to meeting the following conditions on the day of their departure: they must end their career with Groupe BPCE. This condition • is met when beneficiaries are Group employees on the day before their social security pension is drawn following voluntary retirement; they must have served in an eligible position as identified in • the rules for at least the required minimum period (seven years) at the date on which their social security pension is drawn. Beneficiaries who meet the above conditions are entitled to an annuity set at 15% of benchmark pay, i.e. their average annual pay earned in the three highest-paid years during the five calendar years before the date on which their social security pension is drawn. Annual pay refers to the sum of the following types of pay received for the year in question: fixed pay, excluding benefits in kind or duty-related bonuses; • variable pay – not exceeding 100% of fixed pay – and defined • as the total variable amount paid, including the portion that may have been deferred over several years and subject to IPBP supplementary protection plan; • CNP TD supplementary protection plan; • BPCE MUTUELLE supplementary health plan. •

attendance and performance requirements, in accordance with regulations on variable pay granted by credit institutions. The annuity is capped at four times the annual ceiling for social security annuities. Once drawn, this supplementary pension may be paid to a spouse or former non-remarried spouse, at a rate of 60%. This plan is governed by the provisions of the AFEP-MEDEF Code. It complies with the principles governing the capacity of beneficiaries, overall establishment of base pay, seniority conditions, the progressive increase in potential entitlements depending on seniority, the reference period used to calculate benefits and the prevention of artificially inflated pay. The Supervisory Board has given the authorization to maintain the Pension Plan for Executive Directors of Groupe BPCE dated July 1, 2014, governed by Article L. 137-11 of the French Social Security Code and has decided to subordinate the benefit of the conditional rights provided for by that plan to the attainment by Groupe BPCE of positive net income for the applicable period. The Supervisory Board duly noted the compliance with the provisions of paragraph 8 of Article L. 225-90-1 of the French Commercial Code which provides that conditional rights may not increase, year on year, by an amount in excess of 3% of the annual benchmark pay for the calculation of plan benefits, since the pension plan for executive directors of Groupe BPCE of which Christine Fabresse has the benefit enables the acquisition of a pension equal to 15% of the benchmark pay, assuming membership of the plan for a minimum of 7 years. The Supervisory Board believes that maintaining this commitment helps incentivize and retain this member of the Management Board. AGREEMENTS WITH SHAREHOLDERS Collateral remuneration agreement between BPCE and the Caisses d’Epargne Directors concerned on the applicable date: Yves Toublanc, Chairman of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Rhône Alpes, Jean Arondel, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Loire-Centre, Jean-Charles Boulanger, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Aquitaine Poitou-Charentes, Jean-Claude Cette, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Provence-Alpes-Corse, Francis Henry, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Lorraine Champagne-Ardenne, Philippe Lamblin, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Nord France Europe, Pierre Mackiewicz, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Côte d’Azur, Bernard Roux, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Midi-Pyrénées, Pierre Valentin, a member of the Supervisory Board and Chairman of the Steering and Supervisory Board of CE Languedoc-Roussillon, Maurice Bourrigaud, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE d’Auvergne et du Limousin, Joël Chassard, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE Normandie, Bernard Comolet, Vice-Chairman of the Supervisory Board of CNCE and Chairman of the Management Board of CE Ile-de-France, Alain Denizot, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE Picardie, Jean-Pierre Deramecourt, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE d’Alsace, Alain Maire, a member of the Supervisory Board of

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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