NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

During an individual interview, each Board member completed a detailed questionnaire. They were asked to assess directors' individual contribution according to the following criteria: involvement, attendance, punctuality and adequacy of preparation for Board Meetings. The representatives of the Works Council also took part in the assessment of the Board conducted in 2018. The results of these interviews were presented at the meeting of the Board of Directors held on February 12, 2019. This report shows that the directors have a very positive view of the Board of Directors. They believe that it is a high-quality Board where directors are engaged, mindful and constructive. The directors unanimously believe that the performance of the Board of Directors has been highly satisfactory. Thirty one per cent of directors believes that the Board and its Special Committees have improved the way they operate since the last assessment, while the rest believe that there has been no change, as the Board and Committees already operated very well. Eighty five per cent of directors believes that the makeup of the Board and each of its Special Committees is entirely adequate and allows different viewpoints to be expressed. They also believe that the subjects covered by the Board and Committees encompass the full range of relevant issues. With respect to the matters studied in the Committees and the materials presented, the directors believe that they are complete, relevant, concise, and informative, and enable a good understanding of the subjects covered. The directors believe that the Board's and Special Committees' questions and requests for further information were satisfactorily answered. The directors were unanimous in saying that they clearly understand their rights, duties, roles, and responsibilities, as well as ways of identifying and managing conflicts of interest. Some suggestions were made by the directors on how to further improve the way the Board and the Committees operate, such as appointing a member with international experience. Some directors believe that the Board's handouts could include a summary that highlights the most noteworthy points, as is the case for the Audit and Risk Committees. The directors think that the various themes (results and investor relations, definition and monitoring of strategies, external growth projects, and risks and internal control) examined by the Board are satisfactorily handled. Some directors believe that external growth projects could be put into context better with regard to the goals set out in the strategic plan, the external growth policy for each business line, and/or the environment in which Natixis operates. Finally, it would be useful for risk appetite to be fully reviewed at the offsite Board meeting. After the assessment of the Board of Directors and Special Committees conducted in 2017, corrective measures were enacted in 2018, including:

a process to evenly stagger directors’ terms was implemented a at the May 23, 2018 General Shareholders' Meeting; with respect to the way the Board of Directors operates, an a update about ongoing projects is now on the agenda at each Board Meeting; a US Risk Committee meeting was held in New York on a December 6 and 7, 2018 and will be repeated on an annual basis. training on capital and financial markets activities was provided a to the directors. Board member training program 2.3.1.5 In 2018, Natixis renewed the training program for Board members that it started in 2016. The resulting training program is also in line with the existing one for members of the BPCE Supervisory Board. The program is divided into three areas: a training program on “fundamentals” for new Board members a and others interested in participating. It comprises four modules to give Board members a useful understanding of the issues discussed at Board Meetings. Training is delivered by in-house and external instructors within six months of the new Board member taking office; an “expertise” training program on technical or complex issues a designed to equip Board members with the necessary expertise to properly understand, monitor and validate technical or complex matters discussed at Board Meetings. It is organized into modules spread over the course of the year and covers various issues including accounting and financial matters, risk management, directors’ liability (civil, criminal and regulatory), compliance principles and internal control; a training program provided as and when needed, designed to a give Board members the necessary knowledge and skills to carry out their duties. This training takes the form of a deeper examination of issues related to the business lines or other current topics, memos related to economic, accounting, regulatory, compliance, legal and other issues. Six sessions were held in 2018. The 2018 training sessions were opened to members of the BPCE Supervisory Board. Furthermore, directors were also invited to attend the training sessions held by BPCE for Supervisory Board members. The training sessions provided by Natixis this year covered the following topics: main principles of compliance and current trends in regulation; a the Risk Appetite Framework; a a director’s liability (civil, criminal, and regulatory); a capital and financial market activities: rules, operation, controls; a compensation mechanisms; a ratings methodologies and internal models. a

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Natixis Registration Document 2018