NATIXIS -2020 Universal Registration Document

2 CORPORATE GOVERNANCE

Governance of Natixis at November 31, 2020

Governance of Natixis 2.1 at December 31, 2020

This report is prepared in accordance with Article L.225-37of the French Commercial Code and includes the following information in accordance with Articles L.225-37-4and L.22-10-10 of the French Commercial Code: list of all offices and functions held in all companies by each of V these corporate officers during the fiscal year; the composition and the conditions for preparing and organizing V the work of the Board; a description of the diversity policy applied to the members of the V Board of Directors and information relating to the results in terms of gender balance within the Senior Management Committee and more generally within the top 10% of positions with the highest responsibility; agreements entered into, directly or through an intermediary, V between, on the one hand, one of the corporate officers or one of the shareholders holding more than 10% of the voting rights in a company and, on the other hand, another company controlled by the former within the meaning of Article L.233-3 of the French Commercial Code, with the exception of agreements relating to ongoing transactions and entered into under normal conditions; table summarizing current authorizations granted by the General V Shareholders’ Meeting in respect of capital increases, pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code, and showing how these authorizationswere used during the fiscal year (see section 7.4.1 of Chapter 7 of this universal registration document) ; Specific governance 2.1.1 A Board of Directors with a separation of duties of the Chairman's Board of Directors and the Chief Executive Officer At the Combined General Shareholders’ Meeting of April 30, 2009, Natixis changed its form of governance from a French société anonyme (a public limited company) with a SupervisoryBoard and a Management Board to a French société anonyme with a Board of Directors. The Company has opted for this mode of governancewith the aim of creating a single custodian of Natixis’ best interests and value creation. It permits unity of action, which is an essential requirement in terms of control, responsiveness and foresight in Company management. At its meeting of April 30, 2009, Natixis’ Board of Directors opted to separate the positions of Chairman of the Board and Chief Executive Officer. This decision was a result of the Company’s desire to comply with best practices in corporate governance and to make a clear distinction between the strategic direction, decision-makingand control functions that come under the Board of Directors’ responsibilities, and the operational and executive functions that fall to the Chief Executive Officer. This decision complies with the obligations applicable to credit institutions since 2014 by the French law transposing the CRD 4 Directive.

the Senior Management procedures as provided for in V Article L.225-51-1 of the French Commercial Code; any potential limitations that the Board of Directors places on the V powers of the Chief Executive Officer; the Corporate GovernanceCode to whichNatixis refers, as well as a V summary table ofprovisions whose application has been rejected; the specificconditions governingthe participationof shareholdersin V the General Shareholders’ Meeting or the provisionsof the Articles of Association that provide for these terms and conditions (see section 8.1 of Chapter 8 otfhis universal registration document) ; a description of the procedure for the regular evaluation of V agreements relating to ongoing transactions and entered into under normal conditions implemented by the Company pursuant to Article L.22-10-12 of the French Commercial Code; factors likely to have an impact in the event of a public tender offer V or exchange offer (see section 7.5 of Chapter 7 of this universal registration document) . The information in this section takes into account in particular Appendices 1 and 2 of Commission Delegated Regulation (EU) No. 2019/980 of March 14, 2019, AMF Recommendation No. 2012-02 as amended on December 3, 2019, consolidating the recommendationspublishedsince 2009 by the Autorité des Marchés Financiers (AMF), the guide to compiling universal registration documents published by the AMF on January 8, 2021, and lastly the Afep-Medef Corporate Governance Code for listed companies as amended in January 2020 (“Afep-Medef Code”). Majority and equal representation of the Banques Populaires and Caisses d’Epargne networks To ensure that the governance of Natixis faithfully reflects its shareholding structure, since 2006, in accordance with the governance procedures registered with the Autorité des Marchés Financiers (AMF – French Financial Markets Authority) when Natixis was formed, the Banque Populaire and Caisse d’Epargne networks (BPCE) have majority and equal representation on Natixis’ Board of Directors, and, more specifically, there is a balanced representation of the executive and non-executive officers of the two networks, in order to accurately reflect its shareholder structure. The composition of the Board reflects the Group’s architecture, which includes the Banques Populaires and Caisses d’Epargne networks. Majority shareholder represented on the Board Following the merger of Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d’Epargne (CNCE) that resulted in the creation of BPCE, Natixis has been majority-ownedby BPCE since August 1, 2009, with its shareholdingstanding at 70.57% as of December 31, 2020.

38

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

Made with FlippingBook Publishing Software