BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE Management and Supervisory Bodies

2.3.2

Supervisory Board

The terms of the BPCE SupervisoryBoard Members were renewed at the Ordinary General Shareholders’ Meeting of May 22, 2015 for a period of six years. In accordance with Article L. 225-79-2 of the French Commercial Code, two employee representative members were appointed on April 28 and 30, 2015 by the two unions that receivedthe most votes in the first round of elections referred to in Articles L. 2122-1 and L. 2122-4 of the French Labor Code, namely Fédération CFDT des banques et assurances and Fédérationde la finance et de la banque CFE-CGC. GUIDELINES Under Article 21 of the Articles of Association as amended by the ExtraordinaryShareholders’Meeting of December 17, 2014, the BPCE Supervisory Board is made up of 10 to 19 members: seven representativesof Category A shareholders(the Caisses d’Epargne et de Prévoyance),seven representativesof CategoryB shareholders(the Banque Populaire banks), three independent members as defined by the AFEP-MEDEFCode (1) and two membersrepresentingemployeesof BPCE and its direct or indirect subsidiariesthat are headquarteredin France. The SupervisoryBoard includes six Non-VotingDirectors acting in an advisory capacity. Among the Non-Voting Directors, the Chairman of Fédération Nationale des Caisses d’Epargne and the Chairman of Fédération Nationale des Banques Populaires, who cannot be members of the SupervisoryBoard, are Non-VotingDirectorsas of right, in accordance with Article 28.1 of BPCE’sArticlesof Association. The other four Non-Voting Directors are appointed by the Ordinary General Shareholders’ Meeting in accordance with Article 31.9 of BPCE’s Articles of Association: two from among the candidates proposed by Category A shareholders and two from among the candidates proposed by Category B shareholders. In accordancewith Article L. 2323-62 of the French Labor Code, the Articles of Associationalso stipulate the presence of one non-voting representative from the company’s Works Council. The Supervisory Board includes a committee consisting of the Chairman,the Vice-Chairman,a Chairmanof the ManagementBoard of a Caisse d’Epargne and a Chief Executive Officer of a Banque Populaire bank. The Supervisory Board Committee serves as a forum for exchangeand discussionabout importantmatters before they are presented to the Supervisory Board. It is not adecision-makingbody. APPOINTMENT During the company’slife and subjectto co-opting,SupervisoryBoard members are appointed by the shareholdersat the Ordinary General Shareholders’Meeting,as indicatedin Article 21 of BPCE’s Articles of Association,on a motion by Category A or B shareholders,depending on the categoryin question. Independentmembers are proposed by the AppointmentsCommittee to the Supervisory Board, which asks the ManagementBoard to put

their appointment to a vote at the Ordinary General Shareholders’ Meeting. The two membersrepresentingemployeesof BPCE and its subsidiaries are appointedby each of the two unions that receivedthe most votes in the first round of elections referred to in Articles L. 2122-1 and L. 2122-4 of theFrench Labor Code. SupervisoryBoard Members hold office for a term of six years. Their duties end at the close of the OrdinaryGeneralShareholders’Meeting convened to rule on the financial statementsfor the past fiscal year, held during the year in which their term expires. BPCE Supervisory Board Member duties will therefore end at the close of the Ordinary General Shareholders’Meeting held in 2021 to rule on the financial statements for the fiscal year ending December31, 2020. Supervisory Board Members may be re-elected, subject to no limitationsother than age (age limit: 70) containedin the Articles of Association, in accordance with Article 21 of BPCE’s Articles of Association. However, they are automatically deemed to have resigned once they no longer carry out the responsibilitiesset out in Article 21 of the Articles of Association.Furthermore,no personsmay be appointed as members of the SupervisoryBoard if, from the date of their appointment,they cannot completeat least half of their term before reaching the above-cited age limit. GENDER EQUALITY At December 31, 2017, six out of the total 18 members of the BPCE Supervisory Board were women ( i.e. 37.50%). In accordance with Article L. 225-79 of the French Commercial Code, the members representingemployeesof BPCE and its direct or indirect subsidiaries that are headquarteredin France are not included in this calculation. At December 31, 2017, BPCE did not meet the gender representation requirement for members of its Supervisory Board (a minimum of 40% for each gender) and therefore was not in compliancewith the provisions of Article L. 225-69-1 of the French Commercial Code. Consequently, no attendance fees were paid to Board members in 2017. However, the 40% minimum should be met once the next Board member is appointed. She will replace Stève Gentili, who resigned from office. INDEPENDENCE In keeping with the corporate governance guidelines and best practices set out in the SupervisoryBoard’s internal rules adopted on July 31, 2009 and amendedon December 16, 2015, SupervisoryBoard Members: take care to maintaintheir independenceof judgment,decisionand ● action in all circumstances. They avoid being influenced by anything that is contrary to the company’s interests, which it is their duty to defend; undertaketo avoid any conflict that may exist between their moral ● and material interests and those of the company. They inform the SupervisoryBoard of any conflict of interest that may affect them. In such cases, they abstain from taking part in any discussionsand decisions onthe matters concerned.

A complete description of the shareholder categories is provided in section 7.2.2 “Category A and B shares”. (1)

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Registration document 2017