NATIXIS -2020 Universal Registration Document

CORPORATE GOVERNANCE Management and oversight of corporate governance

US Risk Committee

periodic review of the macro-economic and regulatory V environmentof the platformsas well as the CUSO activity and business lines; periodic monitoring of the conclusions of the Loan Review V and the Audit; assessment of the conclusions of regulatory reviews and V approval (when necessary) of related action plans; monitoring of the liquidity risk management system; V reinforcement of the liquidity risk management system; V reinforcement of the Culture and Conduct framework; V examination and approval of the CUSO Risk Appetite V Framework (RAF); review and approval of CUSO risk policies, including the risk V management framework; monitoring the progress of work on the three lines of defense; V and review and monitoring of specific work within the scope of V Natixis IM, in particular the reorganization of the Risks & Compliance functions and the management of liquidity, investment and concentration risks. B – Role and powers The role of Natixis’ Compensation Committee is to prepare the decisions that Natixis’ Board of Directors issues with regard to compensation, including those of Natixis employees who have a significant impact on the Company’s risk. The Compensation Committee’s powers and operating procedures are detailed in the Internal Rules, the latest version of which was approved on December 17, 2014 by the Board of Directors. The Compensation Committee is responsible for submitting proposals to Natixis’ Board of Directors concerning: the amount and terms of compensation paid to the Chairman of V the Board of Directorsof Natixis, includingbenefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; the amount and terms of compensation paid to the CEO and, V where applicable, one or more Deputy CEOs, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; rules for allocating compensationto Natixis directors and the total V amount submitted to the shareholders at Natixis’ General Shareholders’ Meeting for a decision; the monitoring of the compensation of the Chief Risk Officer and V the Compliance Officer;

The US Risk Committee is an offshoot of the Risk Committee. This Committee, created in 2016, meets an American regulatory requirement (Dodd Franck Act) applicable from July 1, 2016 to foreign banks established in the United States and meeting certain activity threshold criteria. The US Risk Committee’smembership is the same as the Risk Committee. It is tasked with monitoring the management of risks related to Combined US Operations. During fiscal year 2020, the US Risk Committeemet eight times. Its work focused on the following points: update of the USRC Charter; V review and follow-up of the priorities and resources of the US V Chief Risk Officer for 2020 and update of the associated action plan; review of the US Contingency Plan; V review and approval of the compliance and credit risk plans V for the US CIB; examination of the impacts of the health crisis on the V activities of the US platform (in particular in terms of credit risk, liquidity risk, market risk and cost of risk); periodic reviewof changes to the businessand risks of the US V platform, including compliance risks; Compensation Committee 2.2.2.3 A – Organization The Compensation Committee has seven members. At December 31, 2020, the Compensation Committee was composed as follows:

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Nicolas de Tavernost

Chairman

Alain Condaminas Diane de Saint Victor

Member Member Member Member

Anne Lalou

Catherine Leblanc (position held by Bernard Dupouy until 20/05/2020)

Christophe Pinault

Member Member

Henri Proglio

Three of the members are independent (Anne Lalou, Diane de Saint Victor and Nicolas de Tavernost). The Compensation Committee has been chaired by Nicolas de Tavernost since August 6, 2013. The number of independent directors on the Compensation Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef Code. It has a balanced composition (50% independent, 50% non-independent)and is chaired by an independent director (see summary table on compliance with Afep-Medef Code recommendations in section 2.1.3 of this chapter) . Furthermore, the opinions and proposals of the Compensation Committee are adopted if the majority of members present, including the Chairman, vote for them.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

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