NATIXIS -2020 Universal Registration Document

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

the assessment of the achievement of objectives will be carried out over the previous two fiscal years, and not on a half-year basis, in order to reflect the process of defining and monitoring budgets that are carried out over a full fiscal year. In addition, the data relating to the net income (Group share) and ROE to assess the achievementof the budget will be the underlying data: Average underlying Natixis net income (Group share) over the 1. two fiscal years prior to departure greater than or equal to 75% of the average budget for the period; Average underlying Natixis ROE over the two fiscal years prior 2. to departuregreater than or equal to 75% of the average budget for the period; Natixis cost/income ratio below 75% over the last half-year 3. preceding departure. The amount of the payment shall be determined based on the number of performance criteria met: if all three criteria are met: 100% of the agreed payment; V As a reminder, the amount of the Chief ExecutiveOfficer’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation. Non-compete indemnities The non-competeagreement 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. On February11, 2021, the Board of Directors decided the following: the payment of the non-compete compensation is excluded when V the executive officer asserts his or her pension rights; in any event, no non-compete compensationmay be paid beyond V age 65; it is also specified that the non-compete compensation must be V paid in installments during its term. The amount of the non-compete indemnity, together with the severance payment, if applicable, received by the Chief Executive Officer is capped at 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. It is specified that the severance and non-compete benefits will be submitted to Natixis ‘General Shareholders’ Meeting to be held in May 2021. Disclosure required by Article R.22-10-14(II)(5) of the French Commercial Code On August 3, 2020, Nicolas Namias was appointed as Chief ExecutiveOfficer by the Board of Directorswith effect fromAugust 4, 2020, for a period of four years ending with the adjournment of the 2024 Natixis General shareholders Meeting held to approve the financial statements for the year ending December 31, 2023. In addition, the criteria for appointing and dismissing the Chief Executive Officer are set out in Articles L.225-51-1 and L.225-55 of the French Commercial Code. if two criteria are met: 66% of the agreed payment; V if one criterion is met: 33% of the agreed payment; V if none of the criteria is met: no payment will be made. V

The terms of payment of the Chief ExecutiveOfficer's annual variable compensation comply with applicable regulations, especially regulatory provisions relating to supervision of remuneration as provided for by the European Directive CRD V of May 20, 2019. In particular, the payment of a fraction of the variable compensation awarded is deferred over time, is conditional, and is subject to the condition of 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 variablecompensation. As a reminder, the Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period for components of deferred variable compensation and during the lock-up period. Grant under the long-term compensation plan The Chief Executive Officer is eligible for allocations under long-term compensation plans (“LTIP CDG”) for the members of the Natixis Senior Management Committee, corresponding to 20% of his gross annual fixed compensation, for which the vesting is subject to presence and achievement of performance conditions. The total variable compensation awarded (annual variable compensation and LTIP) to the Chief Executive Officer during the fiscal year cannot exceed twice his fixed gross annual compensation. Fringe benefits The Chief Executive Officer receives a family allowance in accordance with the same rules as those applied to Natixis employees in France. The Chief Executive Officer has a compancyar. The Chief Executive Officer also receives social protection benefits whose terms are identical to those applicable to Natixis’ employees or implemented by Groupe BPCE for its executive officers. Post-employment benefits Pension Plan Like the rest of the staff, the Chief ExecutiveOfficer is covered by the mandatory pension plan. He is not covered by the kind of supplementary pension plans described in Article 39 or Article 83 of the French General Tax Code. Severance payments The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensationpaid over the last three calendar years of activity. The amount of severance pay is equal to: Monthly Reference Compensation x (12 months + 1 month per year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, or if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE, or to exercise his pensionrights. Furthermore, in line with the provisions of the Afep-Medef Code, the right to a benefit is contingent on meeting performance criteria and requirements. Satisfaction of these criteria will be verified by the Board of Directors as necessary. On 11 February 2021, the Board of Directors of Natixis defined new terms to determine the severance payment for the Chief Executive Officer, which provide that

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

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