BPCE_REGISTRATION_DOCUMENT_2017

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 ➡

2

Pay components Attendance fees (fixed pay)

Principles and criteria adopted

The total distributablesum ofBPCE attendancefees is set bythe Annual GeneralShareholders’Meeting,and the Supervisory Board, based on recommendations by theRemuneration Committee, sets the terms for distributing the attendancefees among theSupervisory Boardmembers. Aside from theChairman,who receives annual fixed pay, Supervisory BoardMembersare paid in the form of attendancefees. Attendancefees paid to SupervisoryBoard Members Board members,except for theChairman,receivean annualsum. Additionalpay granted to Board Committee Members Membersand Chairmen ofthe Audit Committee,the Risk Committee,the Remuneration Committee, the Appointments Committee, and the Cooperativeand CSRCommittee also collectan additionalannualamount for attendancefees. Pay granted to Non-VotingDirectors Pursuantto Article 28.3of the Articles ofAssociation,the Supervisory Boardhas resolved tocompensate non-voting directorsby making adeduction from theattendancefees allocated toSupervisory Boardmembers Attendancefees paid to SupervisoryBoard Members In addition to an annual sum, themembersof the Supervisory Board, except for the Chairman,collectan amount for eachmeeting theyattended, withinthe limit ofnine meetings during the fiscal year. Exceptfor the Vice-Chairman, thissupplemental portionof variablepay is greaterthan the annualsum. Additionalpay granted to Board Committee Members In addition toan annual sum, theBoardCommittee Members (includingChairmans) collect anamountfor each meeting theyattended: for theAppointments Committee,within the limit ofthreemeetingsduring thefiscal year; - for theRemuneration Committee,within the limit offive meetingsduring thefiscal year; - for theCooperativeand CSR Committee,within the limit oftwo meetings during the fiscal year. - For theCommitteeChairmen,the annual sum thatthey collect isgreaterthan thesupplemental portionof variable pay, giventheir unique responsibilities. Pay granted to Non-VotingDirectors In addition toan annual sum, thenon-voting directorscollect anamountfor each meetingthey attended, within the limit ofnine meetings during the fiscal year. The Chairmanand membersof the Supervisory Boardand ofthe BoardCommittees do not receive benefits in kind. at the AnnualGeneralShareholders’Meeting. Non-VotingDirectors receive anannual sum. for theAudit Committee,within the limit offour meetings during the fiscal year; - for theRisk Committee,within the limit of six meetings during the fiscal year; -

Attendance fees (variable pay)

Benefits in kind

2.5.5

Procedurefor enforcing pay policies and practices covered by Articles L. 511-71 to L. 511-88 of the French Monetary and Financial Code

Informationon the policies and practiceson pay granted to members report published on the BPCE website prior to the Annual General of the executive body and persons whose professionalactivities have Shareholders’Meeting,in accordancewith the same terms applicable a materialimpact on the corporaterisk profilewill be the subject of a to the registration document.

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Registration document 2017