BPCE - 2020 Universal Registration Document

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ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

AUDIT COMMITTEE DUTIES

Groupe BPCE strategic operations The Audit Committee is asked to review and issue a prior opinion on any material internal or external growth operations submitted for the approval of the SupervisoryBoard, including in particular: any material equity investmentsor divestments, contributions, • mergers, spin-offs, restructuring operations, joint ventures, strategic deals, alliances or partnerships entered into by BPCE or its subsidiaries; any material acquisitions or disposals, including acquisitions or • disposals of Equity interests, carried out by the Banques Populaires and the Caisses d’Épargne, specifically reviewing the associated terms and conditions as well as the prudential and accounting impacts. ACTIVITY The Audit Committee met six times between January 1 and December 31, 2020. The average attendance rate at these meetings was 100%. The main issues that it addressed were as follows: presentation of BPCE’s annual financial statements for the • year ended December 31, 2019 and review of the 2021 budget; presentation of BPCE’s 2020 quarterly and half-year financial • statements; IFRS 17 update; • review and examination of Groupe BPCE’s capital adequacy • and liquidity ratios; oversight of the management of intra-group prudential ratio • requirements; monitoring of cost of risk; • monitoring of the impacts of the health crisis; • monitoring of the impact on the financial statements of the • Group’s transformation initiatives; regular information on the results of BPCE’s main subsidiaries; • monitoring of the work performed by the Statutory Auditors, • reviewing their independenceand fees, approving the services carried out by the Statutory Auditors other than certifying financial statements; appointment of BPCE’s new Statutory Auditors: monitoring of • the tender process and opinion to the Supervisory Board; reviewing the strategic operations undertaken by the Group. • INFORMATION ON THE TENDER PROCEDURE FOR THE RENEWAL OF THE STATUTORY AUDITORS’ TERM OF OFFICE In anticipation of the expiring terms of office of the statutory audit firms PwC and Deloitte at the end of the fiscal year ended December 31, 2020 for BPCE and the fiscal year ended December 31, 2021 for Natixis, it was decided, in accordance with Regulation (EU) N o 537/2014, to submit the renewal of the Statutory Auditors of BCPE and Natixis to a call for tenders. This call for tenders also made it possible to renew the list of Statutory Auditors for the Group’s institutions. The main deadlines of the call for tenders were as follows: launch of the call for tenders in April 2020, choice of firms on the list of approved Statutory Auditors proposed to the Group’s institutions in July 2020, choice of firms by BPCE and Natixis panels in November 2020,and appointment of BPCE’s Statutory Auditors at the 2021 General Meeting. The BPCE and Natixis Audit Committees were regularly informed of the progress of the call for tenders procedure, and the Chairmen of each Audit Committee took part in the selection hearings of the Statutory Auditors.

The Audit Committee assists the Supervisory Board in verifying and reviewing the financial statements and the Management Board report on the company’s business. The Audit Committee is tasked with overseeing the process for preparing financial information, the statutory audit of the annual and consolidated financial statements by the Statutory Auditors and their independence. Accordingly, it ensures the quality of information provided to shareholders and, more generally, fulfills the duties set out in the French Commercial Code. The Audit Committee is also responsible for reviewing the strategic operations undertaken by Groupe BPCE. The Audit Committee oversees: Preparation of financial information In this respect, its duties include: reviewing the quarterly, half-year and annual consolidated • financial statements of the company and Groupe BPCE, as well as the parent company financial statements, which are presented by the Management Board prior to their review by the Supervisory Board; verifying that the information provided is clear; • reviewing the scope of consolidated companies and • supporting evidence thereof; assessing the appropriateness of accounting methods • adopted in preparing the company’s individual financial statements and the consolidated financial statements of the company and Groupe BPCE; reviewing the draft of the Supervisory Board Chairman’s • report on internal control and risk management procedures as regards preparing and processing accounting and financial information; reviewing the prudential and accounting impacts of any • material acquisition by the company or Groupe BPCE. Statutory audit of the annual and consolidated financial statements, and of the Statutory Auditors’ independence In this respect, its duties include: ensuring that the “Framework for Statutory Auditor • Assignments at Groupe BPCE”, approved by BPCE’s Supervisory Board on June 27, 2012 and which defines the rules and principles aimed at guaranteeing Statutory Auditor independence in Groupe BPCE companies, is observed and updated; ensuring that the Statutory Auditor selection procedure is • observed and issuing an opinion on the Statutory Auditors proposed for appointment at the Annual General shareholders’ Meeting; in accordance with applicable regulations, authorizing services • (other than certification of the financial statements) that are provided by the Group’s Statutory Auditors; ensuring that the Statutory Auditors are independent, • specifically by reviewing fees paid to them by Group companies as well as fees paid to any network to which they might belong and by overseeing, on a quarterly basis, any services that do not fall within the strict framework of the statutory audit; reviewing the Statutory Auditors’ work schedule, the results • of their audits and recommendations, and any follow-up action.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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