BPCE_REGISTRATION_DOCUMENT_2017

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

determining, in accordance with its purview, if the prices of ● products and services (referred to in Books II and III of the French Monetary and Financial Code: financial instruments, savings products, bank transactions, investment services, etc.) offered to customers are compatiblewith the company’s risk strategy and, if not, presentinga corrective action plan to the Supervisory Board; determining if incentives provided by the company’s pay practices ● and policy are compatiblewith the risks incurred by the company, its capital and liquidity and the likelihood that the expected benefits willvest, as well as their staggered vesting over time. Activity The Risk Committee met eight times between January 1 and December 31, 2017. The average attendance rate at these meetings was 93.75%. The mainissues that itaddressed were asfollows: follow-up on the reports and investigations of the Autorité de ● contrôle prudentiel et de résolution (ACPR – French Prudential Supervisory and Resolution Authority) and the European Central Bank (ECB), and on the recommendations made by the Group’s Inspection Généraledivision; analysis and follow-up of the SupervisoryBoard Chairman’s report ● on internal control and risk management; review of reports on internal control prepared in accordance with ● Article 258 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies and on risk measurement and supervision, prepared in accordance with Article 262 of the Ministerial Order of November 3, 2014 on internal control of banking sector companies: work carried out by the InspectionGénérale division, annual compliancereport (annual report of the investment services compliance officer [RCSI], report on the annual check control program,report on credit risks), update on accounting risks; review of compliancework conductedby the Risk, Complianceand ● Permanent Control division; review of the work of the Inspection Générale division and ● presentation of the 2018 audit plan; review of risk management and measurementwork conducted by ● the Risk, Compliance and Permanent Control division, particularly the review of Group risk supervision mechanisms (supervision of consolidatedrisks, review of the impact of conditionsin Europe on the Group, forward-lookingrisk management approach, oversight of the Group’s marketand credit limits); analysisof Group risk measurementand quantificationsystems,and ● review of their performance; review of the ALM risk limit criteria (Article 98 of the Ministerial ● Order of November 3, 2014 on internal control of banking sector companies); review of the anti-money laundering system; ● review of Groupe BPCE’s risk governance; ● annual review and reconsideration of Groupe BPCE’s ri k appetite; ● review of the architecture and tools used to monitor interest rate ● and liquidity risks; review of the results of alternative crisis scenarios and measures ● taken onliquidity;

review of Groupe BPCE’soverall creditrisk policy; ● regular analyses of the various exposures of Crédit Foncier and ● BPCE International and its subsidiaries; analysis of EBA stress testing methods and review of the methods ● and results of the 2017 internal stress tests carried out to assess BPCE’s resilience under certain extreme scenarios, especially the “reverse stress test”, which aims to define a scenario based on a specific solvency impact; follow-up onthe implementationof the Eckert law; ● review of the methods and results of the annual ICAAP (Internal ● Capital Adequacy AssessmentProcess) process intended to analyze capital adequacy; review of the economicviability of the transactionsand credit risks ● of Groupe BPCE’s banking institutions, in accordance with Article L. 511-94 of theFrench Monetary and Financial Code; monitoring of internal caps and Group limits (credit risks, market ● risks, interest rate risks and liquidity risks); review of changes made to a resilience threshold related to risk ● appetite; review of the enhanced compliance program established in ● accordance with the Volcker rule and of the senior management report on the effectivenessof the enhanced program, prepared by the Management Board (Senior Management) and expanded to include an assessmentof the system to ensure compliancewith the SRAB Act of July26, 2013; review of the Contingency and Business Continuity Plan (CBCP); ● follow-up on the implementation of the BCBS 239 regulatory ● provisionson data quality, risk data aggregation and risk reporting; Duties The AppointmentsCommittee is in charge of submitting motions to the Supervisory Board concerning: the choice of members of the Supervisory Board and Non-Voting ● Directors who come from outside Groupe BPCE. Supervisory Board Members from inside Groupe BPCE are nominated in compliance with the company’s Articles of Association and Article L. 512-106 of the FrenchMonetaryand Financial Code; the appointmentof the Presidentof theManagement Board. ● Furthermore, theAppointmentsCommittee: assesses the balance and diversity of knowledge, skills and ● experienceindividuallyand collectivelyheld by the membersof the Supervisory Board; specifies the duties and qualificationsrequired for positions on the ● SupervisoryBoard and assesses the amount of time that should be spent onSupervisoryBoard duties; sets a target regarding the balanced representation of men and ● women on the Supervisory Board and creates a policy to achieve this target; review of cybersecurity throughout GroupeBPCE; ● update to Groupe BPCE’sRecoveryPlan (RP). ● APPOINTMENTS COMMITTEE

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Registration document 2017