BPCE - 2020 Universal Registration Document

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ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

Chapter 3 covers confidentiality: banking secrecy and the duty of discretion; • management of inside information (with the understanding • that all members are on the list of permanent insiders); reporting of transactions in financial instruments issued by • BPCE and Groupe BPCE companies (if the total exceeds €5,000 in one calendar year); compliance with blackout periods on financial instruments • incompatibilitywith the duties performed on their own behalf • in other investment banks or investment companies outside Groupe BPCE (unless explicitly approved by the Management Board of BPCE); due diligence in business relationships. • ACTIVITY OF THE SUPERVISORY BOARD In accordance with Article 25.1 of the Articles of Association, the Supervisory Board meets as often as the company’s interests, laws and regulations require, and at least once every quarter in order to examine the Management Board’s quarterly report. Board Meetings may be convened by its Chairman, its Vice-Chairman or by one half of its members and take place at the registered office or any other location stated in the notice of meeting. In accordance with Article L. 823-17 of the French Commercial Code, the Statutory Auditors are invited to Board Meetings examining full-year and half-year financial statements. The BPCE Supervisory Board met 12 times between January 1 and December 31, 2020. In 2020, the average attendance rate for Supervisory Board Members was 98.25%. In addition to the topics discussed regularly – quarterly reports of the Management Board, regulated agreements, management approvals, Covid-19 news items relating to the Group’s management of the crisis and miscellaneous questions for information – the main topics discussed during the Board Meetings were as follows: GOVERNANCE – INTERNAL OPERATING PROCEDURES OF THE BOARD presentation of the Supervisory Board’s corporate governance • report; determination of the variable pay of Management Board • Members for 2019 and establishment of fixed pay and the criteria (amount, trigger, qualitative and quantitativecriteria) for determining the variable pay of Management Board Members for 2020; approval of the 2020 executive pay policy; • determination of the total amount of pay allocated for the • work of the members of the Supervisory Board and the new rules for allocating the amount among the members of the Board and the committees as from the 2021 fiscal year; adoption of the amended Group standards on risk-takers; • appointment, at its meeting of February 6, 2020, of Dominique • Duband as a representative from the Caisse d’Epargne Group on the Board of Directors of Natixis, replacing Françoise Lemalle; issued by Groupe BPCE companies. Chapter 4 covers conflicts of interest: independence of judgment; •

appointment, at its meeting of June 16, 2020, of André Joffre • as Chairman of the Cooperative and CSR Committee to replace Jean Arondel, for a period of two years, i.e. until June 30, 2022 at the latest; acknowledged at its meeting of August 3, 2020 (i) the departure of François Riahi, member of the Management Board, Chief Executive Officer of Natixis, effective August 3, 2020, (ii) the appointment, by the Board of Directors of Natixis on August 3, 2020, of Nicolas Namias as Chief Executive Officer of Natixis, replacing François Riahi and (iii) the fact that, as of August 4, 2020, Nicolas Namias will no longer be in charge of Finance and Strategy at BPCE but will remain a member of the Management Board of BPCE in his capacity as Chief ExecutiveOfficer of Natixis and with a scope of responsibilities identical to that of his predecessor; appointment, at its meeting on September 7, 2020, of • Jean-François Lequoy as Management Board Member in charge of Group Finance and Strategy with effect from September 14, 2020 and until the end of the Annual General Meeting called to approve the financial statements for the year ending December 31, 2022; approval of the training program for the employee • representative members of the Supervisory Board; acknowledgementof BPCE’s policy on professional and wage • equality in 2019; monitoring of the Board’s self-assessment process on the • basis of a questionnaire filled in by Supervisory Board members and non-voting directors and review of the report; review of the dashboard of persons comprising the “regulated • population”; annual review of independent member status on the Board; • annual review of the diversity policy applicable to Board • members; annual review of the diversity policy applicable to members of • the Management Board. STRATEGIC OPERATIONS authorisation for Natixis to sell 29.5%of Coface’s share capital • and voting rights to Arch Capital Group; authorisation for the implementation of the wide-ranging • proposal for the creation between Natixis and La Banque Postale of a major player in insurance management through the grouping of their fixed income and insurancemanagement activities within Ostrum Asset Management; review of the proposed sale of BPCE’s entire stake in Fidor • Bank AG; approval of the merger by absorption of Holassure by BPCE. • FINANCE presentation of BPCE’s annual financial statements for the • year ended December 31, 2019; presentation of BPCE’s 2020 quarterly and half-year financial • statements; acknowledgment of budget trends and the amended 2020 • budget; approval of the 2021 budget; • review of the rules for contributions due by affiliated • institutions; review and follow-up on Groupe BPCE’s capital adequacy and • liquidity ratios; statement relating to the financial equation and its structural • consequences on BPCE’s budget and validation of the resulting changes to the rules for calculating contributions.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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