BPCE - 2020 Universal Registration Document

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REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

Pay component

Principles and criteria adopted

Amount of the retirement bonus • The monthly benchmark pay used in the calculation is equal to one-twelfth of the sum of the fixed pay (excluding benefits and the special supplement) granted for the last calendar year of work preceding the termination and the average of the top three variable pay amounts (whether paid immediately or deferred) for the last five calendar years of work. The amount of involuntary-termination severance pay is equal to: Monthly benchmark pay x (6 +0.6 A) where A is the number, which may be a fraction, of years served in a corporate office within the relevant scope (i.e. the terms of office served as Chief Executive Officer of Banque Populaire, Chairman of the Management Board of Caisse d’Epargne, Chief Executive Officer of CFF until November 6, 2019, Chief Executive Officer of BPCE I (until December 31, 2018), Chairman of the Management Board of Banque Palatine, and member of the Management Board of BPCE SA group). For an executive benefiting from this scheme who is then appointed to the Executive Management Committee of Natixis or who, following a transfer to BPCE SA, holds the position of CEO or Deputy CEO at BPCE SA, the terms during which these offices are held will be taken into account when determining A. Conversely, the terms during which these offices are held before the executive becomes a beneficiary of this scheme will not be taken into account. Should the offices included in the calculation of A be held simultaneously, these terms will be counted only once (no double-counting). The amount is capped at 12 times the monthly benchmark pay corresponding to a total term of office of 10 years. Regardless, any compensation paid for termination of an employment contract is deducted from the retirement bonus. the mandatory CGP collective supplementary defined-contribution pension plan for all BPCE employees and by extension applicable to • BPCE company directors. The contribution rate is 6% from Bracket A and 4% from the pensionable portion of pay in excess of Bracket A and capped at eight times the annual ceiling for social security annuities; 70% of this contribution is paid by the company and 30% by the employee; the mandatory R2E collective supplementary defined-contribution pension plan for all BPCE senior executives (AFB agreement) and by • extension applicable to BPCE company directors. The contribution rate is 3.5% of pensionable pay capped at eight times the annual ceiling for social security annuities. This contribution is funded entirely by the company. If the Chairman of the Management Board is not on the Group’s supplementary executive pension plan, he is entitled to participate in the pension plan through a group insurance policy under Article 82 of the French General Tax Code, in which company directors of Groupe BPCE who do not benefit from the “Pension plan for company directors of Groupe BPCE” may participate, as this policy is funded solely through voluntary payments by the company directors who have decided to participate therein. On February 8, 2017, the Supervisory Board authorized BPCE to join this “Article 82” Insurance plan. The Chairman of the Management Board participates in this plan. As such, the Chairman’s fixed pay includes a 20% special supplement.

Involuntary-termination severance pay and retirement bonus (continued)

Supplementary pension plan The Chairman of the Management Board is entitled to:

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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