Supervisory board
The Supervisory Board of BPCE
The Supervisory Board is responsible for monitoring, on a permanent basis, the management decisions taken by the Management Board. The scope of this control includes both the appropriateness and conformity of actions taken. The cooperative shareholders are represented on this body by certain appointed Chairmen of Boards of Directors for the Banques Populaires and by certain Chairmen of Steering & Supervisory Boards for the Caisses d'Epargne.
The Supervisory Board of BPCE is comprised of 18 members:
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7 members from the Caisses d'Epargne: 5 nominated by the Chairmen of the Steering & Supervisory Boards (COS) and 2 nominated by the Chairmen of the Management Boards of the Caisses d’Epargne,
7 members from the Banques Populaires: 5 nominated by the Chairmen of the Boards of Directors and 2 nominated by the Chief Executive Officers of the Banques Populaires, - 4 independent members.
Three specialized committees also assist the Supervisory Board in its deliberations and decisions:
- The Audit & Risks Committee, chaired by Marwan Lahoud, an independent Director,
- The Appointments & Remuneration Committee, chaired by Laurence Danon, an independent Director,
- The Cooperative Committee, chaired by Philippe Dupont.
All the committees are organized on the principle of equal representation of the Caisse d'Epargne and Banque Populaire networks.
Members of the Supervisory Board
|
Chairman Yves Toublanc |
|
Vice-Chairman Stève Gentili |
Representatives of the Banques Populaires
| Gérard Bellemon | Chairman of Banque Populaire Val-de-France |
| Thierry Cahn | Chairman of Banque Populaire d'Alsace |
| Jean Criton | Chief Executive Officer of Banque Populaire Rives de Paris |
| Pierre Desvergnes | Chairman of CASDEN Banque Populaire |
| Philippe Dupont | Former Chairman of Groupe Banque Populaire |
| Bernard Jeannin | Chief Executive Officer of Banque Populaire Bourgogne Franche-Comté. |
Representatives of the Caisses d'Epargne
| Catherine Amin-Garde | Chairwoman of the COS of the Caisse d'Epargne Loire Drôme Ardèche |
| Bernard Comolet | Chairman of the Management Board of the Caisse d'Epargne Ile-de-France |
| Francis Henry | Chairman of the COS of the Caisse d'Epargne Lorraine Champagne-Ardenne |
| Pierre Mackiewicz | Chairman of the COS of the Caisse d'Epargne Côte d'Azur |
| Didier Patault | Chairman of the Management Board of the Caisse d'Epargne Bretagne-Pays de Loire |
| Pierre Valentin | Chairman of the COS of the Caisse d'Epargne Languedoc-Roussillon |
Independant directors
| Maryse Aulagnon | CEO of groupe Affine |
| Laurence Danon | Chairwoman of the Management Board of Edmond de Rothschild Corporate Finance |
| Marwan Lahoud | Director of Corporate Strategy and Marketing and member of the Executive Committee of EADS |
| Marie-Christine Lombard | CEO of TNT Express |
The following attend meetings:
Jean-Luc Débarre, representative of the BPCE Works Council
Pierre-Eric Randrianarisoa, representative of the BPCE Works Council
Appointments & Remuneration Committee
The Appointments Committee is responsible for making recommendations to the Board regarding the choice of Supervisory Board members and censeurs (non-voting directors appointed from outside the Group), it being specified that the members of the Supervisory Board drawn from the Group itself are recommended to the Board in compliance with the Company’s bylaws and article L. 512-106 of the French Monetary and Financial Code.
The committee is also responsible for making recommendations to the Board regarding the appointment of the Chairman of the Management Board of the Company.
It supervises the process whereby the Supervisory Board is appraised by itself or by means of any other appropriate internal or external procedure. In this respect, it submits, as necessary, an updated version of the corporate governance rules of the Company (the Board’s internal rules).
The committee is also responsible for making recommendations to the Supervisory Board concerning the level and terms of compensation awarded to the members of the Management Board, to the Chairman of the Supervisory Board and, possibly, to the Vice-Chairman as well as the distribution of directors’ fees to be paid to Board members.
It gives its opinion to the Board about the policy governing the granting of stock options (or the granting of options to subscribe for or to buy similar securities) and about the list of beneficiaries. It is informed about the compensation policy adopted by the Group’s companies.
The Appointments & Remuneration Committee is chaired by an independent Director.
Audit & Risks Committee
The Audit & Risks Committee is responsible for monitoring the process of financial reporting and disclosure, the review of the parent company and consolidated financial statements by the statutory auditors and the independence of the statutory auditors, as well as the effectiveness of the internal control and risk management systems adopted.
The Audit & Risks Committee is chaired by an independent Director.
Cooperative Committee
The Cooperative Committee is responsible for making proposals and recommendations designed to promote and give expression to the cooperative and societal values of long-term commitment, professional and relational ethics in the activities pursued by the Group and its networks and thereby to reinforce the cooperative dimension of the Group and of each of its networks.
The Chairman of the Supervisory Board is an ex officio member of this committee.