BPCE - 2020 Universal Registration Document

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LEGAL INFORMATION

STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS

Commitments maturing or likely to mature because of a termination or change of position COMMITMENTS RELATED TO THE CHAIRMAN OF THE MANAGEMENT BOARD Director concerned on the applicable date (May 17, 2018): Laurent Mignon, Chairman of the Management Board of BPCE. Director concernedon the applicabledate (October 4, 2018): Laurent Mignon, Chairman of the Management Board of BPCE. INVOLUNTARY-TERMINATION SEVERANCE PAY The Chairman of the Management Board of BPCE will be entitled to involuntary-termination severance pay under the following conditions. Conditions for receiving involuntary-termination severance pay a) The severancemay not be paid unless termination of the duties of Chairman of the Management Board of BPCE SA is involuntary (involuntary end to term of office due to removal by the Annual General Shareholders’ Meeting, withdrawal of approval, involuntary resignation, or non-renewal by the Supervisory Board), other than for serious misconduct or a change of position within Groupe BPCE. This severance is not paid if the Chairman of the Management Board leaves the Group at his own initiative. Payment of involuntary-termination severance causes the Chairman of the Management Board to lose any entitlement to the retirement bonus he otherwise may have claimed (it being specified that he does not benefit from a defined-benefit pension plan). If he is re-assigned to another position with Groupe BPCE under an employment contract, the termination of said employment contract, with notificationgiven more than 12 months after he is forcibly removed from his corporate office, entitles him – barring gross negligence or willful misconduct – to receive the severance pay provided for in the applicable collective bargaining agreement. Conversely, if the employment contract is terminated with notification given less than 12 months after he is forcibly removed from corporate office, he is entitled – barring gross negligence or willful misconduct – to receive involuntary-terminationseverance pay, minus any compensation required by law and provided for in the applicable collective bargaining agreement liable to be paid in respect of the termination of the employment contract. Performance conditions b) Involuntary-termination severance pay is only due if the Group generated positive net income in the last fiscal year preceding the termination of the corporate office. Moreover, in compliance with the rules for determining involuntary-termination severancepay, payment is subject to the condition of the Chairman of the Management Board having been awarded on average at least 33.33% of the maximum variable component during the last three years of the current term of office. Determination of involuntary-termination severance pay c) The monthly benchmark pay used in the calculation is equal to one-twelfth of the sum of the fixed pay (excluding any special increase and benefits) granted for the last calendar year of work preceding the termination of the position and the average of the variable pay (whether paid immediately or deferred) for the last three calendar years of work preceding the termination of the position. Amounts paid in respect of the relevant corporate office are taken into account. The amount of the severance pay is equal to the monthly benchmark pay x (12 months +1 month per year of seniority within the Group). Seniority is calculated in years and fractions of a year.

At its meeting of February 13, 2018, the Supervisory Board, having examinedthe main provisionsof the employmentcontract (pay, eligibility for mechanisms provided for in the collective bargaining agreement,continuedpayment of compensationfor a periodof 12 monthsin the event of medical leave, continuationof Groupe BPCE seniority, entry into force of contracts after approval by the Annual General Shareholders’ Meeting of the new pay policy), approved and authorized BPCE’s entry into an employment contract with Catherine Halberstadt. At its meeting of May 17, 2018, the Supervisory Board, having examined the main provisions of the employment contract (pay, eligibility for mechanisms provided for in the collective bargaining agreement, continued payment of compensation for a period of 12 months in the event of medical leave, seniority, paid vacation, etc.), approved and authorized BPCE’s entry into an employment contract with Nicolas Namias. At its meeting of October 4, 2018, the Supervisory Board, having examined the main provisions of the employment contract (pay, eligibility for mechanisms provided for in the collective bargaining agreement, pension and benefits, continued payment of compensation for a period of 12 months in the event of medical leave, seniority and paid vacation), approved and authorized BPCE’s entry into an employment contract with Christine Fabresse. The Supervisory Board also noted that, in accordance with the rules of the Group health, benefits and pension plans (Articles 83 and 39 of the French General Tax Code ( Code général des impôts )), the pay used to calculate these Group benefits is that which is subject to social security charges ( i.e., received under the employment contract and for holding a corporate office). Amendments to the employment contracts entered into between BPCE and two members of the Management Board Directors concerned on the applicable date (October 4, 2018): Catherine Halberstadt and Nicolas Namias, members of the Management Board of BPCE. It was determined that it would be in BPCE’s best interest to enter into these amendmentsto the employment contractswith these members of the Management Board in the context of the rollout of Groupe BPCE’s TEC 2020 strategic plan, which requires the development of the technical skills needed to implement projects in a more complex, more digital environment, with a strengthened regulatory framework, and given the financial conditions. At its meeting of October 4, 2018, the Supervisory Board approved and authorized BPCE’s entry into an amendment to the employment contract entered into between BPCE and Catherine Halberstadt on May 14, 2018 and Nicolas Namias on May 25, 2018. Amendments to the employment contracts entered into between BPCE and three members of the Management Board Directors concerned on the applicable date (December 19, 2019): Christine Fabresse, Catherine Halberstadt and Nicolas Namias, members of the Management Board of BPCE. It was determined that it would be in BPCE’s best interest to enter into these amendments to employment contracts governing payment of CGP/R2E compensation, insofar as they would harmonize the payment practices for members of the Management Board. At its meeting of December 19, 2019, the Supervisory Board approved and authorized the signing of amendments to the employment contracts entered into between BPCE and Christine Fabresse, BPCE and Catherine Halberstadt, and BPCE and Nicolas Namias.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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