BPCE - 2020 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

Corporate officer pay policy for fiscal year 2021 3.5.2

The pay policy described below was defined by the Supervisory Board on February 11, 2021, based on a motion by the Remuneration Committee. This policy sets the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items making up the total pay and benefits of any kind that may be granted to members of the Management Committee for the 2021 fiscal year. The Chairman of the Management Board is paid solely in respect of his corporate office. The other members of the Management Board, except the Chief Executive Officer of Natixis, receive an employment contract. Their pay is divided 90%/10% respectively between the employment contract and corporate office. Given his duties as Chief Executive Officer of Natixis, the member of the BPCE Management Board who is also CEO of Natixis is paid solely for his corporate office at Natixis. As such, he does not collect any pay from BPCE.

The principles and rules for determining their pay and other benefits granted in respect of their office and employment contract are approved by the Supervisory Board based on a motion by the Remuneration Committee. The terms and conditions of payment of annual variable pay granted to Management Board Members comply with the provisions applicable to governing the pay granted to persons whose professional activities have a material impact on the corporate risk profile as set out by the corpus of texts “CRD IV" consisting of directive 2013/36/EU (“CRD 4” directive). These measures have, among other things, been amended by directive No. 2019/878 (“CRD 5” directive). This regulation was transposed into French law in the French Monetary and Financial Code (in particular by Order No. 2014-158 of February 20, 2014 and Order No. 2020-1635 of December 21, 2020, as well as by regulatory provisions, amended by Decree No. 2020-1637 of December 22, 2020 and an order of the same day).

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE