CHIEF EXECUTIVE OFFICER OF NATIXIS INTERVIEW | 2 |
PROFILE | 4 |
STRATEGY | 8 |
RISK MANAGEMENT | 12 |
ESR COMMITMENTS | 14 |
1. NATIXIS OVERVIEW | 17 |
1.1 History and links with BPCE | 18 |
1.1.1 History | 18 |
1.1.2 Financial solidarity mechanism with BPCE | 19 |
1.2 Natixis business lines | 20 |
1.2.1 Asset & Wealth Management | 20 |
1.2.2 Corporate & Investment Banking | 22 |
1.2.3 Insurance | 27 |
1.2.4 Payments | 29 |
1.2.5 Financial investments | 29 |
2. CORPORATE GOVERNANCE | 31 |
2.1 Natixis governance at February 10, 2022 | 32 |
2.1.1 Specific governance | 32 |
2.1.2 Summary table of the Board of Directors on February 10, 2022 | 33 |
2.1.3 Monitoring table of compliance with the recommendations of the Afep-Medef code | 34 |
2.1.4 Positions and functions held by the corporate officers during the fiscal year | 35 |
2.2 Management and oversight of corporate governance | 61 |
2.2.1 The Board of Directors | 61 |
2.2.2 Special Committees: offshoots of the Board of Directors | 75 |
2.2.3 Senior management | 82 |
2.3 Compensation policy for corporate officers | 85 |
2.3.1 Compensation policy for corporate officers | 85 |
2.3.2 Non-executive corporate officers | 86 |
2.3.3 Chairman of the Board of Directors | 87 |
2.3.4 Chief Executive Officer | 87 |
2.3.5 Standardized tables compliant with AMF Recommendations | 90 |
3. RISK FACTORS, RISK MANAGEMENT AND PILLAR III | 97 |
3.1 Risk factors | 99 |
Credit and counterparty risks | 99 |
Financial risks | 101 |
Non-financial risks | 102 |
Strategic and business risks | 104 |
Risks related to Insurance activities | 108 |
Risk related to holding Natixis securities | 109 |
3.2 Risk management | 111 |
3.2.1 Organization of Natixis’ internal control system | 111 |
3.2.2 Internal control procedures relating to accounting and financial information | 114 |
3.2.3 Risk governance and management system | 116 |
3.2.4 Credit and counterparty risks | 122 |
3.2.5 Securitization transactions | 135 |
3.2.6 Market risks | 136 |
3.2.7 Operational risks | 143 |
3.2.8 Balance sheet management | 147 |
3.2.9 Compliance risk | 154 |
3.2.10 Legal risk | 158 |
3.2.11 Other risks | 162 |
3.3 Basel 3 Pillar III disclosures | 164 |
3.3.1 Capital management and capital adequacy | 164 |
3.3.2 Other regulatory ratios | 180 |
3.3.3 Breakdown and changes in risk-weighted assets | 184 |
3.3.4 Encumbered and unencumbered assets | 226 |
3.3.5 Liquidity coverage ratio | 228 |
3.3.6 Compensation policy | 231 |
3.3.7 Cross-reference table | 232 |
3.3.8 Table index | 234 |
3.3.9 Certification concerning the publication of the information required under Pillar III disclosures | 235 |
4. COMMENTS OF THE FISCAL YEAR | 237 |
4.1 Highlights of 2021 | 238 |
4.1.1 Macro-economic context | 238 |
4.1.2 Key events for Natixis’ business lines | 240 |
4.2 Management report as of December 31, 2021 | 245 |
4.2.1 Consolidated results | 245 |
4.2.2 Analysis of Natixis businesses | 246 |
4.3 Main investments and divestments performed over the period | 255 |
4.4 Post-closing events | 256 |
4.5 Information about Natixis S.A. | 256 |
4.5.1 Natixis S.A.’s income statement | 256 |
4.5.2 Proposed allocation of earnings | 257 |
4.5.3 Sumptuary and non-deductible expenses | 257 |
4.5.4 Payment terms | 257 |
4.6 Outlook for Natixis | 258 |
4.7 Definitions and Alternative Performance Indicators | 260 |
5. CONSOLIDATED FINANCIAL STATEMENTS | 261 |
5.1 Consolidated financial statements and notes | 263 |
Consolidated income statement | 263 |
Statement of net income and other comprehensive income | 264 |
Breakdown of tax on unrealized or deferred gains or losses | 265 |
Consolidated balance sheet – Assets | 266 |
Consolidated balance sheet – Liabilities | 267 |
Statement of changes in shareholders’ equity | 268 |
Net cash flow statement | 270 |
5.2 Statutory Auditors’ report on the consolidated financial statements | 408 |
6. INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2021 | 417 |
6.1 Individual financial statements and notes | 418 |
6.2 Statutory Auditors’ report on the parent company financial statements | 453 |
7. ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2021 | 459 |
7.1 Strategic outlines and organization of the ESR policy | 460 |
7.1.1 Strategic pillars of ESR | 460 |
7.1.2 ESR governance | 462 |
7.1.3 ESR commitments | 462 |
7.1.4 Contribution to the sustainable development Goals (SDGs) | 463 |
7.1.5 Dialog with stakeholders | 465 |
7.1.6 Recognized ESR performance | 466 |
7.2 Business line contributions to green and sustainable growth | 466 |
7.2.1 Sustainable growth: financing the transformation in society | 468 |
7.2.2 Financing the energy transition and combating climate change | 475 |
7.2.3 Protecting and developing natural capital | 483 |
7.3 Managing environmental, social and governance risks | 488 |
7.3.1 Incorporating ESG criteria in financing operations and investments | 489 |
7.3.2 Duty of vigilance | 491 |
7.3.3 Climate risks | 493 |
7.3.4 Publication under the requirements of Article 8 of the Regulation establishing taxonomy 2020/852 | 494 |
7.4 Managing our direct environmental impact | 495 |
7.4.1 Sustainable Real estate | 495 |
7.4.2 Digital sustainability | 496 |
7.4.3 Promoting sustainable mobility | 497 |
7.4.4 Management of resources | 499 |
7.4.5 Developing green spaces | 501 |
7.4.6 Waste reduction and sorting | 502 |
7.4.7 Carbon footprint management | 504 |
7.4.8 Responsible purchasing | 505 |
7.5 Human Resources management and employee commitment | 506 |
7.5.1 Human Resources and diversity management | 508 |
7.5.2 Employee engagement | 515 |
7.6 Reporting frameworks and methodology | 518 |
Methodological notes on indicators | 518 |
List of subsidiaries included in the ESR reporting framework | 519 |
7.7 Moderate assurance report by one of the Statutory Auditors on the verification of selected social and environmental information | 521 |
8. LEGAL AND GENERAL INFORMATION | 523 |
8.1 Legal notices and practical information relating to Natixis | 524 |
8.2 Natixis bylaws | 525 |
8.3 Distribution and change in share capital and voting rights | 530 |
8.3.1 Distribution of share capital as of December 31, 2021 | 530 |
8.3.2 Distribution of share capital at February 28, 2022 | 531 |
8.3.3 Share capital as of March 1, 2022 | 531 |
8.3.4 Changes in the shareholder base over the past three years | 531 |
8.3.5 Changes in Natixis’ share capital over the last five fiscal years | 532 |
8.3.6 Other information concerning Natixis’ share capital and securities | 533 |
8.3.7 Potential authorized capital | 533 |
8.3.8 Shareholder voting rights | 535 |
8.3.9 Share buyback program | 535 |
8.3.10 Dividend distribution policy | 536 |
8.4 Statutory Auditors’ special report on related-party agreements | 537 |
8.5 General Shareholders’ Meetings of 2022 | 545 |
8.5.1 Terms and conditions of attendance by shareholders at General Shareholders’ Meetings | 545 |
8.5.2 Combined General Shareholders’ Meeting of March 22, 2022 – agenda | 545 |
8.5.3 Ordinary General Shareholders’ Meeting of May 24, 2022 – agenda | 545 |
8.6 Person responsible for the universal registration document and the annual financial report | 546 |
8.7 Statement of responsibility for the universal registration document | 546 |
8.8 Documents available to the public | 546 |
8.9 Cross-reference table of the universal registration document | 547 |
9. GLOSSARY | 551 |