BPCE - 2020 Universal Registration Document

ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

AUDIT – COMPLIANCE – RISKS follow-up on the reports and investigations of the Autorité de • contrôle prudentiel et de résolution (ACPR – French Prudential Supervisory and Resolution Authority) and the European Central Bank (ECB); risk monitoring:monitoringof consolidatedrisks, review of the • impact of conditions in Europe and the health crisis on the Group, forward-lookingrisk managementapproach,monitoring of the Group’s internal ceilings and limits, monitoring of risk governance and annual review and reconsideration of Groupe BPCE’s risk appetite, modification of operational limits; annual review of the system for reporting significant incidents • and assessment of the 2019 reports; review of the report on internal control prepared in accordance • with Article 258 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies and the report on risk measurement and supervision, prepared in accordance with Article 262 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies: work carried out by the Inspection Générale division, annual compliance report (annual report of the investment services compliance officer (RCSI), report on the annual check control program, report on credit risks), update on accounting risks; examination of the annual reports on the organization of • internal control systems for the fight against money laundering and terrorist financing and the freezing of assets, on a parent-company and consolidated basis, for the 2019 fiscal year; presentation of the annual review of the Group General • Inspection unit’s assignments and validation of the remediation plans; acknowledgment of the measurestaken in 2019 to ensure the • control of essentialoutsourcedservices,includingthemonitoring of critical or important services and review of the 2020 outsourcing policy; The Supervisory Board has instituted five specialized committees in charge of preparing its decisions and making recommendations. Their duties, resources, operating procedures and composition are set out in the Supervisory Board’s internal rules. As far as possible, and depending on applicable circumstances, any discussion by the Supervisory Board that falls within the remit of a committee created by the board is preceded by the referral of the matter to said committee and a decisionmay only be made after that committee has issued its recommendations or motions. Under no circumstances may the specialized committees be consulted either for the purpose of delegating powers to said committees, powers that are allocated to the Supervisory Board by law or the Articles of Association, or to reduce or limit the Management Board’s powers. Whenever it is necessary to consult a committee, the Chairman of that committee receives from the ManagementBoard, within a reasonable time frame (given the circumstances), all of the items and documents that will enable the committee to carry out its work and formulate its opinions, recommendations and motions relating to the Supervisory Board’s upcoming agenda. Specialized committees 3.4.2

approval of changes to the Internal Liquidity Adequacy • Assessment Process (ILAAP) report and review of the Liquidity Adequacy Statement (LAS); evaluation of the group’s internal control functions (audit, risk • and compliance); proposal for the appointment of BPCE’s Statutory Auditors; • approval of the update of the framework for the intervention • of the Statutory Auditors in the Group; examination of the independence and fees of Statutory • Auditors; approval of the update to Groupe BPCE’s Recovery Plan (RP) • for 2020; follow-up on the ICAAP (Internal Capital AdequacyAssessment • Process) for 2020, the methodsusedwithin this frameworkand the results of internal stress tests used to determine figures for 2020; follow-up to the ILAAP (InternalLiquidityAdequacyAssessment • Process) report; follow-up on the Supervisory Review and Evaluation Process • (SREP); review of the senior management report on the effectiveness • of the enhanced compliance mechanism, drawn up by the Management Board (Senior Management)and implementedin accordance with the Volcker rule’s specifications; determination of the methods of communication and • frequency of information concerning compliance with the limits; statement of the half-yearly forward-looking risk analysis. • Depending on the type of matters submitted to the Supervisory Board, discussions were held and decisions made on the basis of the reports presented by the relevant Board Committees.

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Committee members are chosen by the Supervisory Board based on a motion made by the Chairman of the Board from among its members. Members may be dismissed by the Supervisory Board. The term of office of committee members coincides with their term of office as Supervisory Board Members. The renewal of both terms of office may take place concomitantly. Each committee is made up of at least three and at most seven members, except for the Remuneration Committee which has eight members, including one employee representative as stipulated by Article L. 225-79-2 of the French Commercial Code. The Supervisory Board may also appoint a person from outside Groupe BPCE or a Non-Voting Director to any of these committees. The Cooperative and CSR Committee includes both Non-Voting Directors as of right among its members. A Chairman is in charge of organizing the work conducted by each committee. The Chairman of each committee is appointed by the Supervisory Board.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE