NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Policies and rules established for determining compensation and benefits of any kind for corporate officers

CHANGES TO THE CHIEF EXECUTIVE OFFICER LAURENT ■ MIGNON’S COMPENSATION SINCE 2013 (FIXED PORTION + ANNUAL VARIABLE COMPENSATION AWARDED + PERFORMANCE-RELATED FREE SHARE PLAN)

Severance payments and consideration for non-compete agreement

It is reiterated that, at its February 19, 2014 meeting, the Board of Directors approved a change to its agreement relating to a severance payment for Laurent Mignon and the establishment of a non-compete agreement. These obligations and agreements were submitted to a vote by the shareholders and approved during the Ordinary General Shareholders’ Meeting of May 20, 2014 (fifth resolution). At its meeting on February 18, 2015, the Board of Directors authorized the renewal of severance pay as well as the non-compete agreement upon the Chief Executive Officer’s reappointment. The corresponding commitments were approved by the General Shareholders’ Meeting on May 19, 2015. On May 2, 2018, the Board of Directors decided that François Riahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for non-compete agreement as his predecessor, the commitments for which were approved at the May 23, 2018 General Shareholders’ Meeting. Rules for calculating the severance payment The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar years of activity. The amount of severance pay is equal to: monthly reference compensation x (12 months +1 month per year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE. Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, such as net income (Group share), ROE and the cost/income ratio reported for the two years prior to leaving the Company. The Board of Directors will verify the satisfaction of these criteria as necessary: Average Natixis net income (Group share) for the period in 1. question equal to or higher than 75% of the expected budget average (1) for the period; Average Natixis ROE for the period in question equal to or 2. higher than 75% of the expected budget average (1) for the period; Natixis’ cost/income ratio less than 75% at the time of 3. leaving (last half-year closed). The amount of the payment shall be determined based on the number of performance criteria met: if all three criteria are met: 100% of the agreed payment; a if two criteria are met: 66% of the agreed payment; a if one criterion is met: 33% of the agreed payment; a if none of the criteria is met: no payment will be made. a As a reminder, the amount of the CEO’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation.

(in €)

160,000

160,000

160,000

160,000

1,660,863

1,017,374

1,096,279

958,000

951,792

452,734 80,000

962,379

808,120

804,138

802,969

803,093

400,818

2018 (5 months)

2013

2014

2015

2016

2017

Free share plan (corresponding to the value on the allocation date) Annual allocated variable compensation Fixed compensation + fringe benefits in €

Fringe benefits The Chief Executive Officer receives a family allowance in accordance with the same rules as those applied to Natixis employees in France. (€818 in 2018 for Laurent Mignon, and €1,388 for François Riahi). As a reminder, at its February 10, 2016, meeting, the Board of Directors approved a change to the personal protection insurance and supplemental health insurance of Laurent Mignon, with the intention of bringing his situation in line with that of the other members of BPCE's Management Board. Of particular note is the implementation of a scheme to maintain compensation for a period of 12 months in the event of temporary incapacity to work, a scheme benefiting the other members of the BPCE Management Board. In 2018, the declared value of in-kind benefits over the five months of the fiscal year was €7,066 for Laurent Mignon. François Riahi receives insurance similar to those of Natixis employees with respect to health and personal protection coverage. Like the rest of the staff, the Chief Executive Officer is covered by the mandatory pension plan. He is not covered by the kind of supplementary pension plans described in Article 39 (defined benefit plan) or Article 83 (voluntary defined contribution plan) of the French General Tax Code. Furthermore, in 2018, Natixis' Chief Executive Officer paid into an “Article 82” type life insurance policy (in reference to the French General Tax Code) put in place by BPCE. The premiums on this policy were paid by the Chief Executive Officer and not by Natixis. In 2018, as successive Chief Executive Officers of Natixis, Laurent Mignon paid €58,667 into his policy, while François Riahi paid €68,444 into his. Post-employment benefits Pension Plan

Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four quarters (1) prior to leaving).

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Natixis Registration Document 2018

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