BPCE - 2020 Universal Registration Document


REMUNERATION COMMITTEE DUTIES The Remuneration Committee is in charge of submitting motions to the Supervisory Board concerning: the amounts and conditions of pay, compensation and • benefits of any kind awarded to members of the company’s Management Board, including benefits in kind, provident Insurance and pension plans; the pay granted to the Chairman of the SupervisoryBoard and, • where applicable, the Vice-Chairman; the distribution of attendance fees among members of the • Supervisory Board and committees and the total amount of attendance fees submitted for approval at the company’s Annual General shareholders’ Meeting. Furthermore, the Remuneration Committee: conducts an annual review: • of the principles of the company’s pay policy, – of the pay, compensationand benefits of any kind granted to – corporate officers of the company, of the pay policy for categories of personnel, including – Management Board Members, risk takers, persons exercising control duties and any employees who, as a result of their total income, are in the same pay bracket, whose professional activities have a material impact on the company’s or Group’s risk profile; directly controls the pay granted to the Head of Risk • Management, referred to in Article L. 511-64 of the French Monetary and Financial Code and, where applicable, the Head of Compliance; reports regularly on its work to the Supervisory Board; • examines the draft of the Supervisory Board’s corporate • governance report; gives its opinion to the Board on the policy for granting stock • options or similar securities and on the list of beneficiaries; is informed of Groupe BPCE’s pay policy, particularly the • policy regarding the main company directors of affiliated institutions; reviews and issues opinions on the Insurance policies taken • out by the company covering the liability of company directors; gives its opinion to the Board on the section of the annual • report covering issues within the remit of the Remuneration Committee. ACTIVITY The RemunerationCommitteemet four times between January 1 and December 31,2020. The average attendance rate at these meetings was 90.63%. The main issues that it addressed were as follows: variable pay of ManagementBoard members for 2019 and the • amounts and conditions of fixed and variable pay for Management Board members for 2020 (definition of deferral and payment conditions, definition of quantitative and qualitative criteria); pay policy guidelines for persons belonging to the “regulated • population” of BPCE and Groupe BPCE credit institutions (review of Group standards on risk takers, identification of

BPCE’s risk takers for 2019, establishment of a minimum capital threshold that must be met for variable components to be received, establishment of a penalty based on financial position, review of the system of penalties for bad behavior in 2019, review of the pay policy’s compliance with SRAB regulations and the Volcker rule); review of pay for the BPCE SA Risk and Compliance functions; • review of the report on internal control of Groupe BPCEcredit • institutions regarding the policy and practices governing pay in respect of 2019 granted to members of the executive body and persons whose professional activities have a material impact on the corporate risk profile, pursuant to Article 266 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies; pay of a member of the Management Board following a • change in position; 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. COOPERATIVE AND CSR COMMITTEE DUTIES The Cooperative and CSR Committee is in charge of submitting motions and recommendations aimed at promoting the cooperative and social values of long-term commitment and professional and interpersonal ethics. It also ensures that Group and network activities represent these values, thereby strengthening the cooperative banking model of the Group and each of the networks. To this end, the Cooperative and CSR Committee monitors cooperative share sales and dividend practices exercised by the Banques Populaires and the Caisses d’Epargne, changes to their share capital and fair distribution among cooperative shareholders. ACTIVITY The Cooperative and CSR Committee met twice between January 1 and December 31,2020. The average attendance rate at these meetings was 91.67%. The main issues that it addressed were as follows: review of the group conduct and ethics reporting; • review of Groupe BPCE’s non-financial performance report • and ESG ratings; presentation of the latest deliverables of the green business • development program; monitoring of the work site relating to the environmental • issues of the strategic plan; presentation of the current status and outlook for • Groupe BPCE’s carbon footprint and direct environmental footprint; group membership of the Carbon Disclosure Project; • examination of proposals for priorities and reflections on the • operation of the Cooperative and CSR Committee; presentation of the new cooperative shareholder portal; • review of climate risk impacts; • updates on the FNBP and FNCE projects. •




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