NATIXIS -2020 Universal Registration Document

CORPORATE GOVERNANCE Management and oversight of corporate governance

The aim is to ensure that the members of the Board of Directors are collectively able to: make informed, judicious and objective decisions taking into i. consideration Natixis’ business model, its risk appetite, its strategy and the markets in which it operates; challenge and monitor the decisions taken by Senior ii. Management. This selection policy for future directors, the content of which is described in the diagram below concerns both Group Board members and independent directors.

D – Director selection policy As a follow-up to the updating of the Board member diversity policy approved by the Board of Directors at its meeting of December 17, 2020, on the proposal of the Appointments Committee, the Board adopted a policy for selecting future members of the Board of Directors of Natixis, drawn up in accordance with: guidelines and recommendationsfrom the regulatory authorities V aimed at improving the formalization of director selectipornocesses; of the Afep-Medef Code, which requires the Appointment V Committee to organize a procedure to select future independent directors.

2

PROCESS FOR SELECTING A NEW DIRECTOR

Profile

Applications

Selection

Designation

>  Selection of a

>  Chairman of the Appointments Committee, the

Definition by the Appointments Committee in

Proposal made to shareholders at the General Shareholders’ Meeting to appoint the chosen candidate (approval of the appointment or ratification if a temporary appointment has been made).

The range of skills, knowledge and experience of the Board must be sufficiently broad and diverse in accordance with the diversity policy for directors.

recruitment firm. > Shortlist of candidates

Chairman of the Board of Directors, the Chief Executive Officer and the General Secretary discuss candidate profiles. >  Shortlisted candidates interviewed by the Appointments Committee, which makes its recommendation to the Board of Directors. > Discussions between theChairman of the Appointments Committee (in conjunctionwith the General Secretary) and theChairman of the Board of Directors on shortlisted profiles. > Reviewof the candidate(s) by the Appointments Committee and selection of the candidate by the Board on the recommendation of the Appointments Committee.

conjunctionwith the Chairman of the Board of Directors of the profile sought with regard to: VV requirements in terms of skills and experience (mapping of skills and expertise); VV highly sought-after values and qualities; VV gender balance; VV criteria to be met in accordance with the diversity policy. Guarantee the collective ability of the Board to: VV make informed decisions; VV ensure the smooth running of the company; VV challenge and monitor decisions OBJECTIVE

drawn up by the Chairman of the Appointments Committee, in

INDEPENDENT DIRECTORS

conjunction with the General Secretariat.

> List drawn up of potential

Proposal made to shareholders at the General Shareholders’ Meeting to appoint the chosen candidate (approval of the appointment or ratification if a temporary appointment has been made).

The profile of the candidate must

enable the Board to have a majority and for the two networks Banque Populaire and Caisse d’Epargne to be equally represented (and more specifically for the representation of the executive and non-executive officers of the two networks to be balanced).

candidates likely to be approached as directors in the short- and medium-term. > List of potential candidates together with background information shared

FROM THE GROUP

by the Chairman of the Board with the Appointments Committee.

INTERNAL DIRECTORS

made by senior management.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020