BPCE - 2020 Universal Registration Document

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ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

review of the ALM risk limit criteria (Article 98 of the • Ministerial Order of November 3, 2014 on internal control of banking sector companies); updates on Groupe BPCE’s anti-money laundering efforts and • review 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; review of Groupe BPCE’s risk governance; • annual review and reconsideration of Groupe BPCE’s risk • appetite; review of the architecture and tools used to monitor interest • rate and liquidity risks; review of the results of alternative crisis scenarios and • measures taken on liquidity; review of Groupe BPCE’s overall credit risk policy; • review of the group’s provisioning policy on healthy loans; • update on the integration and monitoring of risk management • at Oney Bank and the FSE division; regular analysis of BPCE International’s various exposures in • the non-transferred scope of consolidation; regular monitoring of points concerning Natixis (cost of risk, • fund performance, reporting of significant incidents, H2O, etc.); monitoring of the service voucher market (meal vouchers); • review of the 2020 and 2021 stress scenarios; • review of the methods and results of the annual ICAAP • (Internal Capital Adequacy Assessment Process) process intended to analyze capital adequacy; review of the economic viability of the transactions and credit • risks of Groupe BPCE’s banking institutions, in accordance with Article L. 511-94 of the French Monetary and Financial Code; monitoring of internal caps and Group limits (credit risks, • market risks, interest rate risks and liquidity risks); review of the senior management report (SMR) on the • effectiveness of the compliance mechanism in accordance with the Volcker rule’s specifications; review of the Contingency and Business Continuity Plan • (CBCP); updates on cyber security and cybercrime issues; • update on Leveraged Finance; • update to Groupe BPCE’s Recovery Plan (RP); • status reports on the progress of the “New definition of • default” project. APPOINTMENTS COMMITTEE DUTIES The Appointments Committee is in charge of submitting motions to the Supervisory Board concerning: the choice of members of the Supervisory Board and • Non-Voting Directors who come from outside Groupe BPCE. Supervisory Board Members from inside Groupe BPCE are appointed in compliance with the company’s Articles of Associationand Article L. 512-106of the French Monetary and Financial Code; the appointment of the Chairman of the Management Board. •

Furthermore, the Appointments Committee: regularly reviews and assesses the integrity and skills of • candidates for the Supervisory Board and the Non-Voting Directors, Chairman, and other members of the Management Board; assesses the balance and diversity of knowledge, skills and • experience individually and collectively held by the members of the Supervisory Board; specifies the duties and qualifications required for positions on • the Supervisory Board and assesses the amount of time that should be spent on Supervisory Board duties; sets a target for the balanced representation of men and • women on the Supervisory Board and creates a policy to achieve this target; writes, submits to the Supervisory Board, and annually • reviews a diversity policy applicable to Supervisory Board Members with respect to criteria such as age, gender, or qualifications and professional experience, as well as a description of the goals of that policy, its terms of implementation, and the results achieved during the past year; periodically, and at least once a year, assesses: • the structure, size, composition and effectiveness of the – Supervisory Board with respect to its assigned tasks, and submits all useful recommendations to the Board, the knowledge, skills and experience of the members of the – Supervisory Board, both individually and collectively, and reports on this assessment to the Board; periodically reviews the policies of the Supervisory Board • governing the selection and appointment of Management Board members and the Head of Risk Management and makes appropriate recommendations; ensures that the Supervisory Board is not dominated by any • one person or small group of people under conditions that are detrimental to the company’s interests; writes and periodically reviews a succession procedure for • company directors, which it submits to the Supervisory Board. ACTIVITY The Remuneration Committee met three 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: examination of the good repute and skills of a candidate • member of the BPCE Management Board; implementation of the recommendations of the previous • Supervisory Board evaluation; launch of the Supervisory Board’s annual audit process, and • analysis of the audit report and distributionof expertise among members of the Supervisory Board; annual review of independent member status on the • Supervisory Board; review of the conflicts of interest management process for • independent members; review of diversity policies for members of the Management • and Supervisory Boards.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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