BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

the deferredportion,calculatedafter neutralizingthe impact of the ● revaluation of own debt, is indexed to the change in net income attributable to equity holders of the parent, assessed as a rolling average over the last three calendar years preceding the allocation year and the paymentyear; payment of the deferred portion is contingent upon attaining a ● standardReturn on Equity (ROE) for the core Group businessesthat is at least equal to 4% during the fiscal year before payment falls due. With regard to the terms of payment for variable pay in respect of 2016: deferred for a fraction representing60% in 2018, 2019 and 2020 ● (20% eachyear), forFrançois Pérol; deferred for a fraction representing50% in 2018, 2019 and 2020 ● (16.66% each year) for Catherine Halberstadt, Marguerite Bérard-Andrieu and Laurent Roubin; the deferredportion,calculatedafter neutralizingthe impact of the ● revaluation of own debt, is indexed to the change in net income attributable to equity holders of the parent, assessed as a rolling average over the last three calendar years preceding the allocation year and the paymentyear; payment of the deferred portion is contingent upon attaining a ● standardReturn on Equity (ROE) for the Group businesslines that is at least equal to 4% during the fiscal year before payment falls due. With regard to the terms of payment that will be applied to the variable pay inrespect of2017: deferred for a fraction representing60% in 2019, 2020 and 2021 ● (20% eachyear), forFrançois Pérol; deferred for a fraction representing50% in 2019, 2020 and 2021 ● (16.66% each year) for Catherine Halberstadt, Marguerite Bérard-Andrieu and Laurent Roubin;

the deferredportion,calculatedafter neutralizingthe impact of the ● revaluation of own debt, is indexed to the change in net income attributable to equity holders of the parent, assessed as a rolling average over the last three calendar years preceding the allocation year and the paymentyear; payment of the deferred portion is contingent upon attaining a ● standardReturn on Equity (ROE) for the core Group businessesthat is at least equal to 4% during the fiscal year before payment falls due. The terms of payment for variable pay in respect of 2017 were approved by the Supervisory Board at its meeting of February 13, 2018. In accordance with Article L. 511-73 of the French Monetary and Financial Code, the BPCE Annual General Shareholders’Meeting will be consultedin 2018 on the budgetfor all types of remunerationpaid during the previousfiscal year to membersof the ManagementBoard and other BPCE employees whose professional activities have a material impact onthe companyor Group risk profile. In accordance with the AFEP-MEDEF recommendations, the BPCE Annual General Shareholders’Meeting will be consulted in 2018 on the components of pay due or granted in respect of the fiscal year ended to each companydirector. In accordance with Article L. 511-78 of the French Monetary and Financial Code, the approval of the BPCE Annual General Shareholders’Meetingwill be required in 2018 in order to implement variable pay for the President of the Management Board liable to exceed 100%of the fixed pay component in 2018. Pursuant to Article L. 225-82-2 of the French CommercialCode, the principles and criteria for determining,distributing and granting the fixed, variable and non-recurringitems constitutingthe total pay and benefits of any kind that may be granted to members of the Management Committee and the Supervisory Board for the 2018 fiscal year, as compensationfor fulfilling their duties, will be covered in resolutionssubmittedfor the approvalof the BPCE Annual General Shareholders’Meetingin 2018.

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Registration document 2017

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