BPCE - 2020 Universal Registration Document

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REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

PAY POLICY APPLICABLE TO THE CHAIRMAN AND MEMBERS OF THE SUPERVISORY BOARD

Principles and criteria adopted

Pay component

Annual fixed pay

The total amount of pay allocated to members of BPCE’s Supervisory Board for attendance at meetings is set by the Annual General shareholders’ Meeting. Based on recommendations from the Remuneration Committee, the Supervisory Board sets the guidelines for allocating pay between the members of the Supervisory Board. Aside from the Chairman, who receives annual fixed pay, Supervisory Board Members are paid based on their attendance at meetings. Fixed pay granted to the members of the Supervisory Board Board members, with the exception of the Chairman, receive an annual fee. The annual fixed pay received by the Vice-Chairman is increased compared to that received by the other members of the Board (excluding the Chairman). Additional pay granted to Board Committee Members Members and Chairmen of the Audit Committee, the Risk Committee, the Appointments Committee, the Remuneration Committee and the Cooperative and CSR Committee also collect an additional annual amount for their work on these committees. Pay granted to Non-Voting Directors Pursuant to Article 28.3 of the Articles of Association, the Supervisory Board has resolved to compensate non-voting directors by making a deduction from the pay allocated to Supervisory Board Members at the Annual General shareholders’ Meeting. As such, Non-Voting Directors receive an annual amount. Variable pay granted to members of the Supervisory Board In addition to an annual fixed sum, the members of the Supervisory Board, except for the Chairman, collect a fee for each meeting they attended, within the limit of eleven meetings during the fiscal year. This supplemental portion of variable pay is greater than the annual fixed sum. Exceptionally, the annual fixed sum received by the Vice-Chairman is larger than the supplemental portion. Additional pay granted to Board Committee Members In addition to an annual fixed sum, the Board Committee Members (including Chairmen) collect a fee for each meeting they attended: for the Appointments Committee, within the limit of four meetings during the fiscal year; • for the Remuneration Committee, within the limit of five meetings during the fiscal year; • for the Cooperative and CSR Committee, within the limit of two meetings during the fiscal year. • For the Committee Chairmen, the annual fixed sum that they collect is greater than the supplemental portion of variable pay, given their unique responsibilities. Pay granted to Non-Voting Directors In addition to an annual fixed sum, the Non-Voting Directors collect a fee for each meeting they attended, within the limit of eleven meetings during the fiscal year. for the Audit Committee, within the limit of six meetings during the fiscal year; • for the Risk Committee, within the limit of nine meetings during the fiscal year; •

Variable pay

Benefits in kind

The Chairman and members of the Supervisory Board and of the Board Committees do not receive benefits in kind.

Pay and benefits awarded to executive corporate officers for 2020 3.5.3

The pay awarded to executive corporate officers of BPCE SA in respect of fiscal year 2020 complies with the pay policy defined by the Supervisory Board on February 6, 2020, based on the motions of the Remuneration Committee and approved by the Annual General shareholders’ Meeting held on May 29, 2020 called to approve the financial statements for fiscayl ear 2019. The Chairman of the Management Board is paid solely in respect of his 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 other members of the Management Board (excluding the Chairman of the Management Board) receive an employment contract. Their pay is divided 90%/10% respectively between the employment contract and corporate office. The implementation of the employment contract of Catherine Halberstadt was authorized and approved by the Supervisory Board on February 13, 2018. The implementation of the employment contract of Nicolas Namias was authorized and approved by the Supervisory Board on May 17, 2018. The implementation of the employment contract for Christine Fabresse was authorized and approved by the Supervisory Board on October 4, 2018. The implementation of the employment contract of Jean-François Lequoy was authorized and approved by the Supervisory Board on September 7, 2020.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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