NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Natixis maintains traditional business relationships with each of these companies. Natixis' Board of Directors therefore determined that Nicolas de Tavernost, Anne Lalou, Catherine Pariset and Bernard Oppetit meet the necessary independence criteria. It also noted that, as of November 17, 2018, Henri Proglio could no longer be considered an independent director. The Board of Directors and Appointments Committee therefore began the process for selecting a new director to replace Henri Proglio. This process was still ongoing at the time this report was prepared. Henri Proglio has informed the Board of Directors that he will stop performing his duties as a Board member as soon as his Cannot be or have been during the last five years: an employee or executive corporate officer of Natixis; a an employee, executive corporate officer or director of a a company consolidated by Natixis; an employee, executive corporate officer or director of a BPCE or of a company consolidated by BPCE OK Is not an executive corporate officer of a company in which Natixis directly or indirectly holds a directorship, or in which an employee of Natixis or an executive corporate officer of Natixis (currently or within the last five years) holds a directorship OK Criteria for appraisal (a) Is not a major customer, supplier, or corporate or investment banker or advisor (or linked directly or indirectly to these persons) to the Company or the Group; does not derive a significant portion of business from the Company or its Group OK Has no close family ties with a corporate officer Has not been an auditor of the Company in the previous five years Has not been a Board member of the Company for more than 12 years (independent director status is lost once a Board member has served for 12 years) Is not a Board member representing a major shareholder of Natixis or BPCE Does not receive variable compensation in cash or in shares, or any performance-linked compensation from Natixis or the Group OK OK OK OK OK The term of office for Natixis directors was reduced from six to four years at the Combined General Shareholders’ Meeting of May 19, 2015. This change was applied not only to terms of office renewed at the General Shareholders’ Meeting but also to any new terms of office and terms in progress at that date. From April 30, 2009 until June 1, 2018, the Board of Directors was chaired by François Pérol, Chairman of the BPCE Management Board. At its meeting on June 1, 2018, the Board of Directors acknowledged the resignation of François Pérol from his duties as Director and Chairman of the Board of Directors of Natixis and appointed Laurent Mignon as his replacement. Since June 1, 2018, Laurent Mignon has also been Chairman of the BPCE Management Board.

successor is chosen. The Board of Directors acknowledged this commitment and asked Henri Proglio to continue to allow the Company to benefit from his experience by agreeing to be appointed as a non-voting director. This appointment will come into effect when Henri Proglio ends his current term of office as a Board member. Depending on the progress made in selecting a new director, the Board of Directors may prepare additional draft resolutions to be submitted to the May 28, 2019 meeting that implement the proposed changes. If necessary, this report will be discussed in a companion report that provides details on the proposed changes.

Anne Lalou

Bernard Oppetit

Catherine Pariset

Henri Proglio

Nicolas de Tavernost

OK

OK

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OK OK

OK OK

OK OK

OK OK

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OK (b)

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OK

See section 2.3.1.2. B of this registration document. (a) Henri Proglio began his term as a member of the Natixis Supervisory Board, which has since become the Board of Directors, on (b) November 17, 2006. Consequently, his term of office on Natixis' Board of Directors reached the recommended 12-year limit on November 17, 2018.

Changes made to the Board of Directors in 2018 and since January 1, 2019 that are likely to have a material impact on the Company's governance are as follows: on May 23, 2018, the Combined General Shareholders’ a Meeting of Natixis: ratified the co-opting of Bernard Dupouy as a Director by the j Board of Directors, which took place during the meeting of the Board on August 1, 2017, to replace Michel Grass and serve out the remainder of the latter’s term of office, i.e. until the 2019 General Shareholders’ Meeting to approve the financial statements for the year ending on December 31, 2018,

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Natixis Registration Document 2018

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