NATIXIS - 2018 Registration document and annual financial report

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

Annual variable compensation Furthermore, the compensation of the Chief Executive Officer is closely tied to the Company’s performance, especially through annual variable compensation that is contingent upon the achievement of predetermined targets. Details regarding these targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after consulting with the Compensation Committee, are then submitted to a vote at the General Shareholders’ Meeting. The criteria include quantitative targets related to the financial performance of BPCE. As a reminder, Natixis is deeply embedded in Groupe BPCE in this regard, with intertwined strategic plans aimed at their mutual success. These criteria also include targets linked to Natixis' performance as well as strategic targets. For fiscal year 2019, the criteria for determining the annual variable compensation approved by the Board of Directors on February 12, 2019, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’ Meeting on May 28, 2019, are as follows: Target set at 120% of the fixed compensation, with a range from 0% up to 156.75% of the target, i.e., a maximum of 188.1% of the fixed compensation. Quantitative criteria BPCE’s financial performance* 25% 12.5% net income (Group a share) 8.3% cost/income ratio a 4.2% net revenues a Quantitative criteria Natixis’ financial performance* 45% 11.25% net revenues a 11.25% net income (Group a share) 11.25% cost/income ratio a 11.25% ROTE a Strategic criteria 30% 5% oversight in terms of a supervision and control 15% roll-out of the 2018-2020 a Strategic Plan 5% implementation of Natixis a transformation 5% managerial performance a Underlying data. * Methods for paying the Chief Executive Officer’s annual variable compensation comply with applicable regulations, especially regulatory provisions relating to control over compensation as set out in European Directive CRD IV of June 26, 2013, and its enactment into French law in the French Monetary and Financial Code, by the Ordinance of February 20, 2014, and the Ministerial Decree and Order of November 3, 2014. In particular, the payment of a fraction of the variable compensation awarded is deferred over time and is conditional. This payment is spread over at least the three fiscal years following the year in which the variable compensation is awarded and is contingent upon meeting presence and performance criteria. The deferred component of the variable compensation awarded represents at least 40% of the variable contribution granted, while 50% of the annual variable compensation is awarded in the form of shares or equivalent instruments. This rule applies to both the deferred and conditional component of variable compensation allocated and the non-deferred portion of the variable compensation. Rules for determining variable compensation for 2019

A non-compete indemnity should the CEO leave office The non-compete agreement is limited to a period of six months and carries an indemnity equal to six months of fixed compensation, as in force on the date on which the CEO leaves office. The amount of the non-compete indemnity, together with the severance payment, if applicable, received by the Chief Executive Officer is capped at twenty-four (24) months of the monthly reference compensation (both fixed and variable). Upon the departure of the Chief Executive Officer, the Board of Directors must make a decision regarding whether to enforce the non-compete clause provided for under this agreement. DETERMINING, DISTRIBUTING AND AWARDING FIXED, VARIABLE AND NON-RECURRING ITEMS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay components of Natixis’ executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said components relate to performance. Chairman of the Board of Directors 2.4.3.1 The compensation for the Chairman of the Natixis Board of Directors is set by the Board of Directors, taking into account both the Chairman’s career and market practices. Laurent Mignon's annual fixed compensation for his duties as Chairman of the Board of Directors is €300,000 gross. The Chairman is eligible for directors’ attendance fees, but in accordance with the rules applicable within Groupe BPCE, the portion of directors’ fees going to BPCE directors (including that of the Chairman) is paid to BPCE and not to the directors. PRINCIPLES AND CRITERIA FOR 2.4.3.

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Chief Executive Officer 2.4.3.2 Fixed compensation

The fixed compensation of Chief Executive Officer is established based on the skills and expertise required to perform his duties and is in line with market practices for similar roles. For fiscal year 2019, François Riahi’s fixed compensation remains unchanged from the previous fiscal year and amounts to €800,000 gross.

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Natixis Registration Document 2018

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