BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Management and Supervisory Bodies

In addition,the SupervisoryBoard and each of its committeesinclude elected or co-opted independent members. The definition below is based on the AFEP-MEDEF Code recommendations.However, BPCE does not follow the AFEP-MEDEFCode recommendationsconcerning the proportionof independentdirectorson the SupervisoryBoard and its committees:because of Groupe BPCE’s cooperativestructure, the proportionof directors representingthe Banque Populaire and Caisse d’Epargne networks is larger than the proportion of independent directors as defined in the AFEP-MEDEF Code (three in number). The criteria stated below are designed to define a member’s independent status. The guiding principle is that “members are independentif they have no relations of any sort with the company, its group or its management, which might compromise the free exercise of theirjudgment.” An independent membermust not: be an employee or corporate officer of the company or Groupe ● BPCE, or an employee or director of one of the company’s shareholders and must not have been so during the previous five years; be a government representative,a civil servant or an employee of ● Société de Prise de Participationde l’État (SPPE) or any other entity in which the government has a direct or indirect controlling interest; be a corporateofficer of a company in which the company directly ● or indirectlyholds a directorshipor in which a designatedemployee or a corporateofficer of the company(either currentlyor in the last five years) holds adirectorship; be a customer (or directly or indirectly linked to a customer), ● supplier, investment banker, or commercial banker, if the business relationship is such that it could compromise the free exercise of the member’s judgment; have a close family link with a corporateofficer of the companyor ● its group; have been an auditor, accountant, or permanent or alternate ● Statutory Auditor of the company or of any Groupe BPCE companies during the last five years; have been a corporate officer of the company for more than ● 12 years; or receive or have received any substantial additional pay from the ● company or Groupe BPCE, excludingattendancefees and including participation in any stock option package or any other performance-based paypackage.

The term “corporateofficer” refers to any personwho assumes,in the company or in any of Groupe BPCE’s companies, executive management duties, i.e. any Chairman, Chairman of the Board of Directors or ManagementBoard, member of the ManagementBoard, Chief Executive Officer or Deputy Chief Executive Officer of the company or any Groupe BPCE companies,except for members of the Board of Directors or SupervisoryBoard, provided they do not collect any form of pay from the company or any Groupe BPCE companies other than the attendancefees paid by the company or their pay as Chairman or Vice-Chairman of the Supervisory Board. The Supervisory Board may find that one or more of its members, although meeting the criteria above, should not be classified as independentgiven their individual situation or that of the company, with regard to their shareholdings or for any other reason. Pursuant to Article 3.2 of the internal rules, at its meeting of September 28, 2017, the Appointments Committee reviewed the independent status of Maryse Aulagnon, Marwan Lahoud and Marie-Christine Lombard, based on the criteria defined by the Supervisory Board’s internal rules. MEMBERS The table below lists the members of the Supervisory Board as at December31, 2017 (1) . With regard to the Chairman: on May 19, 2017, the SupervisoryBoard appointedMichel Grass as ● its Chairman and Nicolas Plantrou as its Vice-Chairman for a two-yearterm ending with the adjournmentof the Annual General Shareholders’ Meeting convened to approve the financial statements for 2018,which is scheduledto take placein May 2019. With regard to members: at its meetingon July 11, 2017, the SupervisoryBoard acceptedthe ● resignation of Stève Gentili as a member of BPCE’s Supervisory Board, effectiveJune 30, 2017.

2

At December 31, 2017 SB: SupervisoryBoard BD: Boardof Directors SSB:Steeringand SupervisoryBoard

The biographies of Supervisory Board Members are available in section 2.3.5. (1)

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Registration document 2017