NATIXIS -2020 Universal Registration Document

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Internal control Risk management Compliance

Approval and update of the Risk Appetite Framework (RAF); V Approval of the annual review of indicators and alert thresholds defined in the Order of November 3, 2014; V Analysis and projection of cost of risk; V Presentation of internal stress tests; V Approval of liquidity risk tolerance; V Approval of strategies, policies, procedures, systems, tools and limits with regard to liquidity risk and underlying V assumptions; Approval of contingency plans, particularly in light of the results of the alternative scenarios regarding liquidity V positions and risk mitigation factors; Approval of the audit program for 2021; V Approval of the ALM standards; V Update on derivatives (impact of changes in dividends linked to the health crisis); V Follow-up on the H2O file; V Brexit update; V Approval of the Corporate & Investment Banking Booking Model policy; V Review of the activity and results of compliance control; V Updating the Compliance Charter; V Approval of AML/CFT control reports and asset freeze; V Feedback on the work of the Risk Committee and the US Risk Committee. V Approval of the Board of Directors’ report on corporate governance (included in the management report); V Approval of the amendment to the documentation of the Combined General Shareholders’ Meeting of May 20, V 2020 and the organizational arrangements for the General Shareholders’ Meeting in the context of the health crisis Approval of responses to written questions from shareholders; V Update on dividend distribution; V Updating the diversity policy for Board members; V Development of the selection policy for future directors (see section 2.2.1.1. C and D of this chapter); V Renewal of the terms of office of three directors; V Co-option of three new directors; V Composition of Special Committees; V Creation of a CSR Committee, a new specialized Board Committee (see section 2.2.2.6 of this chapter); V Appointment of a new Chief Executive Officer; V Appointment of a new executive manager; V Review of independent member status; V Expected reappointment of the Statutory Auditors (see section 2.2.2.1. C of this chapter); V Review of the results of the assessment of the work of the Board of Directors and its specialized Committees for V fiscal year 2019; Launch of the assessment of the work of the Board of Directors and its specialized Committees for fiscal year V 2020; Convening of the General Shareholders’ Meeting and the Annual Meeting for holders of participating securities; V Review of the related party agreements and guarantees authorized during previous fiscal years; V Authorization to sign regulatory guarantees and agreements; V Report on the work of the Appointment Committee relating in particular to changes in the composition of the V Board and Committees as well as the CEO succession policy (see section 2.2.2.4. D of this chapter) and the succession policy for effective managers. Compensation of the Chairman of the Board of Directors for fiscal year 2019 and principles of compensation V for fiscal year 2020; Compensation of the Chief Executive Officer for fiscal year 2019 and principles of compensation for fiscal year V 2020; Principles of compensation of the Chief Executive Officer appointed during fiscal year 2020; V Severance payments and non-compete compensation for the outgoing Chief Executive Officer; V Approval of the compensation policy for directors for fiscal year 2020; V Approval of the deferral policy (definition of performance conditions for CRD IV regulated staff in fiscal year 2020); V Review of the Risk and Compliance targets for compensation of CRD IV regulated staff (2019 summary and 2020 V targets); Approval of variable compensation for fiscal year 2019; V Approval of variable compensation allocated to control functions and to CRD IV regulated staff in fiscal year 2019; V Annual report on the compensation awarded and paid to CRD IV regulated staff in respect of 2019; V Renewal of the Long-Term Incentive in 2020 and allocation of free performance shares to members of the Senior V Management Committee; Validation of the performance conditions for the acquisition of free shares for fiscal year 2020 in favor of CRD IV V regulated staff; Approval of the rules for determining the maximum amount of variable compensation for Corporate & Investment V Banking employees for fiscal year 2020; Allocation of free shares under deferred variable compensation schemes in favor of employees (corresponding to V the deferred portion of variable compensation awarded in respect of 2019); Information on the report on compensation policies and practices in fiscal year 2020; V Feedback on the work of the Compensation Committee. V

Corporate governance

Compensation

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020