BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

periodically, and at least once ayear, assesses: ● the structure, size, composition and effectiveness of the - SupervisoryBoard with respect to its assigned tasks, and submits all useful recommendations to the Board, the knowledge, skills and experience of the members of the - SupervisoryBoard, both individuallyand collectively,and reports on this assessmentto the Board; periodicallyreviews the policies of the SupervisoryBoard governing ● the selectionand appointmentof ManagementBoard membersand the Head of Risk Management and makes appropriate recommendations; ensures that the Supervisory Board is not dominated by any one ● person or small group of people under conditions that are detrimental to the company’s interests; examinesthe draft of the SupervisoryBoard’s corporategovernance ● report. Activity The Appointments Committee met twice between January 1 and December 31, 2017. The average attendance rate at these meetings was 92.85%. The mainissues that itaddressed were asfollows: the Supervisory Board’s performance self-assessment,based on a ● questionnaire completed by Supervisory Board members and Non-VotingDirectors; annual review of independent member status on the Supervisory ● Board. Duties The RemunerationCommittee is in charge of submittingmotions to the Supervisory Board concerning: the amounts and conditions of pay, compensationand benefits of ● any kind awarded to members of the company’s Management Board, including benefits in kind, provident insurance and pension plans; the pay granted to the Chairman of the Supervisory Board and, ● where applicable, the Vice-Chairman; the distribution of attendance fees among members of the ● Supervisory Board and committees and the total amount of attendance fees submitted for approval at the company’s Annual GeneralShareholders’Meeting. Furthermore, theRemunerationCommittee: conducts an annual review: ● of the principles of the company’s pay policy, - of the pay, compensation and benefits of any kind granted to - corporate officers of the company, of the pay policy for categories of personnel, including - Management Board members, risk takers, persons exercising REMUNERATION COMMITTEE

control duties and any employees who, as a result of their total income,are in the samepay bracket,whose professionalactivities have amaterialimpact on the company’s or Group’s risk profile; directly controls the pay granted to the Head of Risk Management, ● referred to in Article L. 511-64 of the French Monetary and Financial Code and, where applicable, the Head of Compliance; reports regularlyon its work tothe Supervisory Board; ● examinesthe draft of the Chairman’scorporate governance report; ● gives its opinion to the Board on the policy for granting stock ● options or similarsecurities and onthe list of beneficiaries; is informed of Groupe BPCE’s pay policy, particularly the policy ● regarding the maincompanydirectorsof affiliatedinstitutions; reviews and issues opinions on the insurance policies taken out by ● the companycovering the liability of company directors; gives its opinion to the Board on the section of the annual report ● covering issues within the remit of the Remuneration Committee. Activity The RemunerationCommitteemet six times between January 1 and December 31, 2017. The average attendance rate at these meetings was 97.92%. The mainissues that itaddressed were asfollows: variable pay of Management Board members for 2016 and the ● amounts and conditionsof fixed and variable pay for Management Board members for 2017 (definition of conditions for deferred portions, definition of quantitative and qualitative criteria); fixed pay and criteria (amount, trigger, qualitativeand quantitative ● criteria) for determining the variable pay granted to the new ManagementBoardmembersfor 2017, commitmentsowed or likely to be owed due to the cessation or change of duties of the new Management Board members (compensation for involuntary termination, retirement bonus, supplementary pension plan and defined-benefit pension obligations) and other remuneration for new membersof the ManagementBoard (unemploymentinsurance, retention of entitlement to compensation in the event of a temporary inability to work and social security plan benefits); review of fixed pay and the criteria for determining variable pay ● (level, trigger,quantitativeand qualitativecriteria)for the President of the Management Board as of January 1, 2018; pay policy guidelines for persons belonging to the “regulated ● population”of BPCE and Groupe BPCE credit institutions(review of Group standards on risk takers, identificationof BPCE’s risk takers for 2016, establishmentof a minimumcapital threshold that must be met for variable componentsto be received, establishmentof a penalty based on financial position, review of the system of penalties for bad behavior in 2016, review of the pay policy’s compliance withSRAB regulations and the Volcker rule); review of payfor the BPCESA Risk andCompliancefunctions; ● review of changes to the distribution of attendance fees among ● Board and committeemembersto allow the paymentof attendance fees to the Chairman and members of the Cooperative and CSR Committe

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Registration document 2017

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