BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

examinationand approvalof the main risk limits relating to Groupe ● BPCE and each network, as defined by the Management Board; regular examinations and checks on Groupe BPCE’s risks, any changes therein and the systems and procedures used to control them; examinationof the activity and results achieved by Internal Control and the main conclusions of audits performed by the Group’s Inspection Générale division; appointment of BPCE’s representatives to the Natixis Board of ● Directors.Representativesfrom the Caisses d’Epargneand from the BanquePopulairebanks will be of identicalnumberand will hold at least the majority of seats together; adoption of the Board’s internal rules as set out in sections 2.2 ● to 2.5. Decisions subject to a qualified majority vote (13 of 19 members) The following operations proposed by the Management Board are subject to the prior authorization of the Supervisory Board and a favorable vote from at least thirteen of its nineteen present or represented members: any decision to subscribe for or acquire (or any agreementbinding ● the companytherein),by any means (includingby transferof assets to the company), securities or rights of any kind whatsoever, be they issued by a company or any other entity and directly or indirectly representingan investmentor contributionof more than € 1 billion; any decision to transfer (or any agreement binding the company ● therein), by any means, securities or rights of any kind whatsoever held by the company and representinga divestment of more than € 1 billion forthe company; any decision by the company to issue equity securities or shares ● giving immediate or eventual access to the company’s capital, without pre-emptive rights; any decision to submit to the Annual General Shareholders’ ● Meeting any changes to the Articles of Associationwith regard to the companythat amend the terms of governance; any merger, demerger, spin-off, or related decision involving the ● company; any decision to appoint the President or remove the President of ● the company’sManagement Boardfromoffice; any decision relating to the admissionof companyshares or shares ● in any of its main direct or indirect subsidiaries to trading on a regulated market; any decision toapprovethe disposalof securities. ● INTERNAL RULES The internal rules of the Supervisory Board, adopted at the Board Meeting of July 31, 2009 and amended at the Board Meeting of December 16, 2015, form the Supervisory Board’s Governance Charter, which sets out its internal operating procedures,notably for the purpose of ensuringthat governingbodies interact efficientlyand operatesmoothly. The internal rules enhance the quality of the work done by Supervisory Board Members, by promoting the application of corporate governanceprinciples and best practices in the interest of ethics and efficiency.

Their purpose is also to supplement the Articles

of Association,

notably by: specifying the procedures for convening Supervisory Board and ● SupervisoryBoard CommitteeMeetings, as well as the rules under which theyare to deliberate; specifying the general and specific powers of the Board under the ● law, as set out in Articles 27.1 and 27.2 of the company’s Articlesof Association; specifying those instances requiring the Board’s prior approval for ● material transactions (“Important Decisions” and “Key Decisions”), as set out in Articles 27.3 and 27.4 of the company’s Articles of Association; specifying theBoard’sreporting rules; ● specifying the duties of the various committees, for which they ● serve as the internal rules; specifying the professional secrecy and confidentialityobligations ● binding the membersof the Supervisory Board and its committees; defining the penalties that apply in the event members of the ● Supervisory Board or of a committee fail to comply with any of their obligations. ETHICS AND COMPLIANCE CHARTER The Supervisory Board of BPCE adopted an Ethics and Compliance Charter for its members at its meeting of June 22, 2016. The Ethics and Compliance Charter is divided into four main chapters that set out good governanceprinciples,in additionto reiteratingseveral laws and regulations. Chapter 1 covers the Board members’professionalism,as expressedin differentways: the total number of offices held by SupervisoryBoard membersand ● their availability (time spent preparing for meetings and reviewing issues); competence, i.e. consolidationof knowledge and understandingof ● information that may be used in performingtheir duties; diligence and effectiveness (activeparticipation); ● duty to interveneand raise the alarm, i.e. expressingviewpointsand ● participating indiscussions; respect forcorporate responsibility and good faith. ● Chapter2 covers ethics, as expressed by: respect forthe law and thecompany’s Articles of Association; ● integrity (lack of a criminal record, incompatibility with certain ● duties); good credit history, which is checked by the Risk Management ● division of the institution or network in which the member also holds office, under the authority of the BPCE Risk Management division (except for independent members, whose credit history is checkedusing any rating either internalor externalto the company in which they play aprimary role); benefits (soliciting or accepting direct or indirect benefits is ● prohibited). Chapter3 covers confidentiality: banking secrecyand theduty of discretion; ● managementof inside information(with the understandingthat all ● members are onthe list of permanent insiders);

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Registration document 2017