BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

reporting of transactions in financial instruments issued by BPCE ● and Groupe BPCE companies (if the total exceeds € 5,000 in one calendar year); compliance with blackout periods on financial instruments issued ● by Groupe BPCE companies. Chapter4 covers conflicts of interest: independence of judgment; ● incompatibilitywith the duties performed on their own behalf in ● other investment banks or investment companies outside Groupe BPCE (unless explicitly approved by the Management Board of BPCE); due diligence inbusiness relationships. ● ACTIVITIES In accordance with Article 25.1 of the Articles of Association, the Supervisory Board meets as often as the company’s interests, laws and regulations require, and at least once every quarter in order to examine the Management Board’s quarterly report. Board Meetings may be convenedby its Chairman,its Vice-Chairmanor by one half of its members and take place at the registered office or any other location statedin the notice of meeting. In accordancewith Article L. 823-17 of the French CommercialCode, the Statutory Auditors are invited to Board Meetings examining full-year and half-year financial statements. The BPCE Supervisory Board met ten times between January 1 and December 31, 2017. In 2017, the average attendance rate for Supervisory Board Members was 92.95%. In addition to issues routinely discussed (quarterly Management Board reports, related-partyagreements,approvalsof companydirectorsand various items presentedfor informationpurposes),the main issues dealt with at Supervisory Board Meetings were as follows: Governance – Internal operating procedures of the Board approval of the Supervisory Board Chairman’s report; ● determinationof the variable pay of ManagementBoard Members ● for 2016 and establishmentof fixed pay and the criteria (amount, trigger, qualitative and quantitative criteria) for determining the variable pay of Management Board Members for 2017; adoptionof the revised Group standardon pay policy guidelinesfor ● persons belonging to the “regulated population” of BPCE and Groupe BPCE credit institutions, pursuant to Article 266 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies; appointment,at the meeting of May 19, 2017, of Michel Grass as ● Chairman of the Supervisory Board to replace Pierre Valentin, whose term as Chairman had expired, and appointmentof Nicolas Plantrou as Vice-Chairman of the Supervisory Board to replace Stève Gentili, whose term as Vice-Chairman had expired, 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; acceptance of the resignation of Stève Gentili from his office as ● Supervisory Board Member at the meeting of July 11, 2017; acceptanceof the resignationof Gonzaguede Villèle as Non-Voting ● Director on the Supervisory Board and appointment of Dominique Garnier at the Supervisory Board Meeting held on May 9, 2017,

ratified by the Annual General Shareholders’Meeting convened to approve the financial statementsfor the year ended December 31, 2016; ● resignation of Marguerite Bérard-Andrieu, effective January 1, 2018, from her office as the Member of the ManagementBoard in charge of Group Finance, Strategy, Legal Affairs and Secretary’s Office of the Governing Bodies, and appointment, based on a motion by the President of the Management Board, of François Riahi as the Member of the ManagementBoard in charge of Group Finance, Strategy, Legal Affairs and Secretary’s Office of the GoverningBodies, effective January 1, 2018 and for the remaining term of MargueriteBérard-Andrieu,set to expire at the close of the Annual General Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December31, 2019; review of fixed pay and the criteria for determining variable pay ● (level, trigger, quantitative and qualitative criteria) for the Chairman of the Management Board as of January 1, 2018; oversight of the Board’s self-assessment process based on a ● questionnaire completed by Supervisory Board members and Non-Voting Directors, as well as on a number of interviews conducted by the Chairman of the AppointmentsCommittee with randomly selectedmembersof the Supervisory Board; monitoringof the policy onemploymentand wage equality; ● follow-up onthe Board member training program. ● Strategic operations approval of the 2018-2020 strategic plan, called TEC 2020 (TEC ● stands for Transformation digitale, Engagement, Croissance or “Digital Transformation, Engagement and Growth”), and of the policy and strategic guidelines for the Group and for the Banque Populaireand Caisse d’Epargnenetworksas definedby the strategic plan; authorizationof Natixis’ acquisitionof a 50.4% stake in Dalenys, a ● publicly traded Belgian company operating in the payments sector, through its wholly-owned subsidiary Natixis Belgique Investissements; authorizationof Natixis’ acquisition of a 55% stake in Australian ● asset managementfirm InvestorsMutual Limited; authorizationof Natixis Assurances’sacquisitionof a 40% stake in ● BPCE Assurancesfrom Macifand Maif; authorization of the merger-absorption of Caisse d’Epargne ● d’Alsace by Caisse d’Epargne Lorraine Champagne-Ardenne; monitoring and post-mortem review of indicators for the ● 2014-2017 “Another way to grow” strategic plan. Finance presentation of BPCE’s annual financial statements for the year ● ended December31, 2016; presentation of BPCE’s 2017 quarterly and half-year financial ● statements; approval of the 2018 budget; ● follow-upon the implementationof IFRS 9 and the IFRS 9 financial ● communicationplan; review and follow-up on Groupe BPCE’s solvency and liquidity ● ratios. acceptance, at the meeting of December 21, 2017 of the

2

77

Registration document 2017