BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

The statutory audit of the annual and consolidated financial statements, as well as the Statutory

RISK COMMITTEE

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Auditors’ independence In this respect,its duties include:

Duties The Risk Committee assists the Supervisory Board with respect to BPCE’s overall strategy and risk appetite, both current, future and when the Supervisory Board reviews the strategy’s implementation. Accordingly, it is tasked with assessing the effectiveness of the internal control and risk management systems and, more generally, fulfills the duties set out in Articles L. 511-92 et seq . of the French Monetary and Financial Code and by the Ministerial Order of November3, 2014 oninternalcontrol of bankingsector companies. In this respect,its duties include: conducting a regular review of the strategies, policies, procedures, ● systems,tools and limits referredto in Article 148 of the Ministerial Order of November 3, 2014 on internal control of banking sector companiesand the underlyingassumptions,and sharing its findings with the Supervisory Board; reviewing the total risk exposure of company and Groupe BPCE ● activities, based onthe associated reports; advising the Supervisory Board on the company’s overall strategy ● and risk appetite, both current and future; assistingthe SupervisoryBoardwhen it reviewsthe implementation ● of this strategy by the membersof the ManagementBoard and the Head of Risk Management; assisting the Supervisory Board in regularly reviewing the policies ● established to comply with the provisions of the Ministerial Order of November 3, 2014 on internal control of banking sector companies,assessingthe effectivenessof these policies and that of the provisions and procedures implementedfor the same purposes as well as any corrective measures undertaken in the event of failures; reviewingthe annual report(s)on risk measurementand supervision ● and on the conditions under which internal control is conducted throughoutthe Group; proposing to the Board the materiality criteria and thresholds ● referred to in Article 98 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies, i.e. the criteria and thresholds used to identify incidents that must be broughtto the Board’sattention; ensuring the independence of Groupe BPCE’s Inspection Générale ● division,which is authorizedto request or access all items, systems, or information required for the successful completion of its duties; reviewing the annual schedule of the Group’s Inspection Générale ● division; ensuring that the findings of audits performedby the ACPR and/or ● the ECB and the Group’s Inspection Générale division, whose summaries regarding the company and Groupe BPCE entities are disclosed to it, are addressed; reviewingthe follow-upletters sent by the ACPR and/or by the ECB ● and issuing an opinionon the draft replies to these letters;

ensuringthat the “Frameworkfor StatutoryAuditor Assignmentsat ● Groupe BPCE”, approved by BPCE’s Supervisory Board on June 27, 2012 and which defines the rules and principles aimed at guaranteeing Statutory Auditor independence in Groupe BPCE companies, isobservedand updated; ensuring that the StatutoryAuditor selectionprocedureis observed ● and issuing an opinion on the Statutory Auditors proposed for appointment at theAnnual GeneralShareholders’Meeting; in accordance with applicable regulations, authorizing services ● (other than certification of the financial statements) that are provided by the Group’s Statutory Auditors; ensuring that the Statutory Auditors are independent, specifically ● by reviewingfees paid to them by Group companiesas well as fees paid to any networkto which they might belong and by overseeing, on a quarterly basis, any services that do not fall within the strict framework of the statutory audit; reviewingthe StatutoryAuditors’work schedule,the results of their ● audits and recommendations and anyfollow-up action. Activity The Audit Committee met five times between January 1 and December 31, 2017. The average attendance rate at these meetings was 93.33%. The mainissues that itaddressed were asfollows: presentation of BPCE’s annual financial statements for the year ● ended December31, 2016 and review of the 2018 Budget; presentation of BPCE’s 2017 quarterly and half-year financial ● statements; analysis and follow-up of the SupervisoryBoard Chairman’s report ● on internal control and risk management; follow-up on the implementationof the audit reform (the “Barnier ● reform”) and its impact; validationof changesmade to the frameworkfor StatutoryAuditor ● assignments pursuant to the audit reform; follow-up on the implementationof IFRS 9 and the IFRS financial ● communicationplan; follow-up onmergersof Group institutions; ● review and examination of Groupe BPCE’s solvency and liquidity ● ratios; oversightof the managementof intra-groupcapital adequacyratio ● requirements; regular reporting onCrédit Foncier’s earnings; ● regular reporting on the earnings of BPCE International and its ● subsidiaries; follow-up on the work performed by the Statutory Auditors and ● review of their independence and fees.

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Registration document 2017

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