BPCE - 2020 Universal Registration Document

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LEGAL INFORMATION

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

Members of the ManagementBoard may benefit from the rules governing the maintenance of rights to receive pay for a period of 12 months in the case of temporary work disability applicable to executive directors of Groupe BPCE companies. The SupervisoryBoard has found that implementing these plans is of genuine interest for BPCE SA since it is a means of incentivizing and retaining these members of the Management Board. PENSION PLAN FOR EXECUTIVE DIRECTORS OF GROUPE BPCE Director concernedon the applicabledate (October 4, 2018): Christine Fabresse, member of the Management Board of BPCE. Beneficiaries’ eligibility for the plan is subject to meeting the following conditions on the day of their departure: they must end their career with Groupe BPCE. This condition • is met when beneficiaries are Group employees on the day before their social security pension is drawn following voluntary retirement; they must have served in an eligible position as identified in • the rules for at least the required minimum period (seven years) at the date on which their social security pension is drawn. Beneficiaries who meet the above conditions are entitled to an annuity set at 15% of benchmark pay, i.e. their average annual pay earned in the three highest-paid years during the five calendar years before the date on which their social security pension is drawn. Annual pay refers to the sum of the following types of pay received for the year in question: fixed pay, excluding benefits in kind or duty-related bonuses; • variable pay – not exceeding 100% of fixed pay – and defined • as the total variable amount paid, including the portion that may have been deferred over several years and subject to attendance and performance requirements, in accordance with regulations on variable pay granted by crediitnstitutions. The annuity is capped at four times the annual ceiling for social security annuities. Once drawn, this supplementary pension may be paid to a spouse or former non-remarried spouse, at a rate of 60%. This plan is governed by the provisions of the AFEP-MEDEF Code. It complies with the principles governing the capacity of beneficiaries, overall establishment of base pay, seniority conditions, the progressive increase in potential entitlements depending on seniority, the reference period used to calculate benefits and the prevention of artificially inflated pay. The Supervisory Board has given the authorization to maintain the Pension Plan for Executive Directors of Groupe BPCE dated July 1, 2014, governed by Article L. 137-11 of the French Social Security Code and has decided to subordinate the benefit of the conditional rights provided for by that plan to the attainment by Groupe BPCE of positive net income for the applicable period. The Supervisory Board duly noted the compliance with the provisions of paragraph 8 of Article L. 225-90-1 of the French Commercial Code which provides that conditional rights may not increase, year on year, by an amount in excess of 3% of the annual benchmark pay for the calculation of plan benefits, since the Pension Plan for Executive Directors of Groupe BPCE of which Christine Fabresse has the benefit enables the acquisition of a pension equal to 15% of the benchmark pay, assuming membership of the plan for a minimum of 7 years.

The Supervisory Board believes that maintaining this commitment helps incentivize and retain this member of the Management Board. AGREEMENTS WITH SHAREHOLDERS Subsidy granted by BPCE to the Banques Populaires Joint directors on the applicable date: Michel Grass, Chairman of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Bourgogne Franche-Comté,Gérard Bellemon, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Val de France, Thierry Cahn, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Alsace Lorraine Champagne, Bernard Dupouy, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Aquitaine Centre Atlantique, Yves Gevin, a member of the Supervisory Board of BPCE and CEO of BP Rives de Paris, Catherine Mallet, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Occitane and Olivier Klein, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BRED. The Supervisory Board decided to implement an equity mechanism as part of the plan to integrate Crédit Foncier’s operations into Groupe BPCE, consisting of the payment of a commercial subsidy by BPCE in order to support the rollout of specific new loans at the Banques Populaires. At its meeting of March 28, 2019, the Supervisory Board of BPCE authorized the payment of a commercial subsidy by BPCE to all Banques Populaires (except CASDEN). This subsidy resulted in the recognition of an expense of €8,920,026.07 on BPCE’s 2020 financial statements. Subsidy granted by BPCE to the Caisses d’Epargne Joint directors concerned on the applicable date: Catherine Amin-Garde, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Loire Drôme Ardèche; Alain Denizot, a member of the Supervisory Board of BPCE and Chairman of the Management Board of CE Rhône Alpes; Dominique Goursolle-Nouhaud, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Aquitaine Poitou-Charentes; Françoise Lemalle, a member of the SupervisoryBoard of BPCE and Chairman of the SSB of CE Côte d’Azur; Didier Patault, a member of the Supervisory Board of BPCE and Chairman of the Management Board of CE Ile-de-France; Nicolas Plantrou, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Normandie; and Pierre Valentin, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Languedoc-Roussillon. The Supervisory Board decided to implement an equity mechanism as part of the plan to integrate Crédit Foncier’s operations into Groupe BPCE, consisting of the payment of a commercial subsidy by BPCE in order to support the rollout of specific new loans at the Caisses d’Epargne. At its meeting of March 28, 2019, the Supervisory Board of BPCE authorized the payment of a commercial subsidy by BPCE to all Caisses d’Epargne (except Caisse d’Epargne d’Auvergne et du Limousin). This subsidy resulted in the recognition of an expense of €7,974,822.66 on BPCE’s 2020 financial statements.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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