BPCE - 2020 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

CORPORATE GOVERNANCE CODE

interests of the organization and its cooperative shareholders. From another perspective, it is a fact that the directors of cooperatives and mutual societies commit themselves out of conviction and not out of financial interest. They devote a significant portion of their time and energy to their responsibilities as directors. They are wide open to the local, nonprofit and/or political world. These are all characteristics that make them truly independent directors, an independence that does not have to be called into question, but is continually reinforced by an authentic democratic process”. Similarly, with regard to the succession plan for company directors, there is currently only one succession procedure applicable only to the Chairman of the Management Board, in accordance with our internal rules. For Supervisory Board Meetings and committee meetings, BPCE does not apply the recommendation on the organization of an annual meeting without the presence of executive company directors. However, the deliberations of the Supervisory Board and the opinions of the Board committees concerning the executive company directors take place without their presence. In addition, the Fédération Nationale des Banques Populaires and the FédérationNationale des Caisses d’Epargne, bodies that organize discussions, hear ideas and provide representation,

each hold annual meetings bringing together all the Chairmen of the Boards of Directors and the Chief Executive Officers of the Banques Populaires and all the Chairmen of the Boards of Directors and Supervisory Boards of Caisses d’Epargne without the presence of Statutory Auditors and the company directors of BPCE. These meetings, which guarantee the free expression of all participants, who represent BPCE’s shareholders, promote strategic discussions and, accordingly, protect the interests of the institutions they represent. Furthermore, regarding information on company director pay, BPCE does not apply the recommendationwhich stipulates that information on pay ratios should be published, thereby enabling comparison of company director pay and employee pay. In fact, the legislator’s aim in drafting this legal provision, now taken up by the AFEP-MEDEFCode recommendation,which is to enable shareholders or investors of publicly-traded corporations to assess company director pay against the company’s performance, is not relevant in light of BPCE’s capital structure, under which the Banques Populaires and Caisses d’Epargne together hold all of the share capital and voting rights. Finally, with the exception of the CEO pay ratio, BPCE formally adheres to and implements the AFEP-MEDEF Code recommendations on executive pay. Recommendations partly implemented (not followed regarding proportion of independent directors on the board) Recommendations partly implemented (not followed regarding the organization of an annual meeting without the presence of executive company directors) Recommendations partly implemented (not followed regarding the six-year term) Recommendations partly implemented (not followed regarding proportion of independent directors on the committee) Recommendations partly implemented (not followed regarding proportion of independent directors on the committee) Recommendations partly implemented (not followed regarding proportion of independent directors on the committee or succession plan for company directors)

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STATEMENT OF NON-COMPLIANCE WITH THE AFEP-MEDEF CODE (1) Independent directors

Board Meetings and committee meetings

Directors’ terms of office

Audit Committee

Committee responsible for appointments

Committee responsible for pay

Shareholding obligation of company directors Information on pay awarded to company directors

Recommendations not implemented

Recommendations partially implemented (not followed with regard to the publication of the equity ratio)

(1) BPCE has implemented the provisions of the AFEP-MEDEF Code, adapting them to its Management Board/Supervisory Board governance model.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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