BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

INTRODUCTION 2.1

32

RULES AND PRINCIPLES GOVERNING 2.5 THE DETERMINATION OF PAY AND BENEFITS

86

CORPORATE GOVERNANCE CODE 2.2

32

2.5.1

Pay policy, components of pay, benefits in kind, loans, guarantees and attendance fees received by BPCE company directors

86 95 97

MANAGEMENT AND SUPERVISORY 2.3 BODIES

2.5.2 2.5.3 2.5.4 2.5.5

Stock options

34

Post-employment benefits: company directors

2.3.1 2.3.2 2.3.3 2.3.4 2.3.5

Groupe BPCE governance structure

34 36 40 41

2018 Pay Policy

100

Supervisory Board Management Board

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

BPCE Management bodies

107

Directorships and offices held by corporate

officers

42

POTENTIAL CONFLICTS OF INTEREST 2.6

108

2.6.1 2.6.2

Members of the Supervisory Board Members of the Management Board

108 109

ROLE AND OPERATING RULES 2.4 OF GOVERNING BODIES

75

2.4.1 2.4.2 2.4.3

Supervisory Board

75 78

Specialized committees

Attendance of Supervisory Board and specialized Committee Meetings

83 83 84

2.4.4 2.4.5

Management Board

Annual General Shareholders’ Meetings

31

Registration document 2017