BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

Role and operating rules 2.4 of governing bodies

2

2.4.1

Supervisory Board

DUTIES AND POWERS The SupervisoryBoard performs the duties attributedto it by law. It carriesoutall checksand controlsit deemsappropriateandmayrequest any documents it regards as expedient in fulfilling its mission. The Supervisory Board: receives a report from the Management Board on the company’s ● business activitiesonce everyquarter; examines and checks the parent company and consolidated ● financial statements prepared and presented by the Management Board within three months of the end of the accounting period, along with a written report on the position and activities of the companyand its subsidiariesduring thepast year; presents its commentson the ManagementBoard’s report and the ● year’s financial statements at the Ordinary General Shareholders’ Meeting. In accordance with the law, the following transactions may not be performed by the Management Board without prior authorization from the SupervisoryBoard, acting by simplemajorityof its presentor represented members: disposal of buildingsby type and total or partial disposalsof equity ● interests (with the understanding that the Board set the annual amount for disposals of buildings by type at € 100 million and the amount for total or partial disposals of equity interests at € 100 million;the Board’sauthorizationfor these transactionsis not requiredif the previous limitswerenot exceeded); the provisionof companyproperty as collateral. ● In addition to these powers, the SupervisoryBoard has the authority to: Own powers appoint thePresidentof theManagement Board; ● appoint the other members of the Management Board, based on ● motions by thePresidentof theManagement Board; set the method and amount of pay received by each Management ● Board member; grant the status of Chief ExecutiveOfficer to one or more members ● of the ManagementBoard, based on motion by the Presidentof the Management Board and withdraw said status as applicable; propose the appointment of the Statutory Auditors at the Annual ● GeneralShareholders’Meeting;

decide to move the registeredoffice to another locationwithin the ● same département or to an adjacent département, subject to ratification of the decision by the next Ordinary General Shareholders’Meeting. Decisions subject to a simple majority vote The following operations proposed by the Management Board must receive prior authorization from the Supervisory Board, acting by simple majority of its present or represented members: approval of the policy and strategic guidelinesof Groupe BPCE and ● each of thenetworks; authorization of any transaction (1) exceeding € 100 million; ● authorization of any transaction (2) proposed by BPCE that is not ● part of the BPCE strategic plan, regardless of the transaction amount; approval of the company’s annual budget and definition of the ● rules for calculatingcontributions due from affiliated institutions; authorizationof related-party agreements pursuant to the French ● Commercial Code; approval of Groupe BPCE’s internal solidarity mechanisms; ● approval of the national and international agreements involving ● each of thenetworks and Groupe BPCE as a whole; approvalof the generalcriteriathat must be met by the directorsof ● Groupe BPCE’s affiliated institutions, including age limits, which may not exceed: 65 for Chief Executive Officers or members of the Management - Board, or 70 for Chairmen of Boards of Directors and Steering and - Supervisory Boards, bearing in mind that no one may be appointed Chairman of a Board of Directors or a Steering and SupervisoryBoard if he cannot, on the date of first appointment, completeat least half the term as Chairmanbefore reaching this age limit; however, the age limit remains set at 68 for offices currentlyheld on the date of the SupervisoryBoard Meeting that approved the agelimit set in this section; authorizationsfor the directors of affiliated institutions as well as ● their termination and all other dismissals as set out in Article L. 512-108of the French Monetary and Financial Code; approval of the creation or eliminationof a Banque Populairebank ● or Caisse d’Epargne, including through the merger of two or more Banque Populairebanks or two or more Caisses d’Epargne;

Refers to any proposed investment or divestment, contribution, merger, spin-off, restructuring, joint venture or partnership by the company or its subsidiaries and the negotiation or signing of (1) any national or international agreements on behalf of the Caisses d’Epargne, the Banque Populaire banks and affiliates and, in each instance, any related or ancillary transactions. Same as above. (2)

75

Registration document 2017