NATIXIS // 2021 Universal Registration Document

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

The Board of Directors approves and regularly reviews the V policies and strategies governing the taking, management, monitoring and mitigation of the risks to which Natixis is or could be exposed, including the risks generated by the economic environment, social risks and environmental risks. The Board of Directors is informed of any resignation/ V appointment of the Company’s Chief Risk Officer. Governance V In accordance with the law and the bylaws, the Chairman V convenes and chairs the Board and organizes and guides its work. He chairs General Shareholders’Meetings. The Chairman of the Board of Directors or the Chief Executive Officer are required to provide each director with all the documents and information needed to carry out their duties. As a reminder, the Board of Directors of a credit institutionmay not be chaired by the Chief Executive Officer. Under the conditions defined in Article 15 of the Company V bylaws, the Board of Directors may appoint a Chief Executive Officer from among the directors or otherwise, whom it may dismiss at any time. The Chief Executive Officer may delegate his powers to any corporate officer of his choosing, with or without the option of substituting one for another. The Board of Directors appoints the executive officers V (within the meaning of Article L.511-13of the French Monetary and Financial Code) and convenes the General Shareholders’ Meeting, sets the agenda and implements its decisions. It may, at the proposal of the Chairman, set up its own V Committees to deliberate on those issues submitted for examination by the Board itself or its Chairman. It determines the structure and powers of these Committees, which conduct their activities under its responsibility. In light of Natixis’ corporatepurpose and in accordancewith the V provisions of the French Commercial Code (Article L.823-19) and the French Monetary and Financial Code (Article L.511-89), the Board of Directorsmust draw on an Audit Committee, a Risk Committee, a Compensation Committee and an Appointments Committee. With respect to the assessment of the Board of Directors’ work, V the Internal Rules specify that, at least once a year, an agenda item will be devoted to evaluating the Board’s and its Special Committees’ operation, an account of which is included in Natixis’ annual report (for 2021, see section 2.2.1.4“Assessment of the Board of Directors’ work in 2021”). It approves the report on corporate governance. V Minutes of Board Meetings are drawn up in accordance with V legal and regulatory provisions in force. Compensation policy V The Board of Directors adopts and reviews the general V principles of the Company’s compensationpolicy and monitors their implementation. It determines the level and terms of compensation of the V Chairman of the Board of Directors, the Chief Executive Officer and of the Deputy Chief Executive Officer(s) after consultation with the Compensation Committee. It issues an opinion on how well Natixis’ compensation policy V complies with current regulation, particularly regarding the Company’s regulated staff. It sets the rules for the distributionof compensationallocated to V the directors by the General Shareholders’ Meeting.

Role and powers of the Board

2.2.1.2

of Directors A – Legal and statutory requirements,

and Internal Rules of the Board of Directors The duties of the Board of Directors are defined by the law and the bylaws. The current version of the Internal Rules, adopted on February 10, 2022, completes the legal and statutory provisions by stipulating the rules governing the Board of Directors’ operation and setting out the rights and duties of its members. These rules are available in full on the Natixis website www.natixis.com . The Board of Directors, assisted by the Special Committees, is involved in the following matters: Strategic orientations V The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof, in accordance with its corporate interest, taking into account the environmental and social issues associated with its activity. Within the limits of the company’s corporate purpose and the powers expressly granted by law or its bylaws to the General Shareholders’ Meetings, the Board concerns itself with all matters affecting the Company’sperformanceand governs by virtue of its deliberations. The Board of Directors performs the controls and checks it deems appropriate. A number of transactionsare subject to prior authorizationby the Board of Directors: the extension of Natixis’ activities to include new core V businesses not currently exercised by the Company; any acquisition or increase in shareholdings, as well as any V investments, divestments or the formation of joint ventures by Natixis or any of its main subsidiaries, involving an amount in excess of €100 million, in the event that the Group’s structure is modified; any asset transfers, mergers or spin-offs in which Natixis is V involved. Financial statements V The Board of Directors approves the management report. V It reviews the draft budget for the following year. V It reviews and approves the parent company and consolidated V financial statements of the Company, ensuring their accuracy and fairness. The Board of Directors verifies the publishing process, as well V as the quality and reliability of the information that Natixis intends to publish and disclose. Internal control/Risk management/Compliance V The Board of Directors verifies that the executive managers V have properly implemented the supervisory mechanisms, especially in terms of the separation of duties and the prevention of conflicts of interest, that ensure the Company is effectively and prudently managed. The Board of Directors reviews the governance framework as V set out in Article L.511-55of the French Monetary and Financial Code, periodically assesses its effectiveness, and ensures that corrective measures have been taken to remedy any shortcomings.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021