NATIXIS // 2021 Universal Registration Document

CORPORATE GOVERNANCE Management and oversight of corporate governance

It is specified that the proposed transfers of employees and operating resources and the conclusion of the memorandum of understandingare in the interest of Natixis insofar as these transfers are necessary for the disposal transactions by Natixis of the Insurance and Payments business lines for the benefit of BPCE, and consequently to the refocusingof Natixis on global business lines by dedicating the appropriate resources to them. This memorandumof understandingwill be submitted for approval to the General Shareholders' Meeting of March 22, 2022. The corporate officers concerned on the day of the transaction and who did not participate in the deliberationsor take part in the vote in accordance with Article L. 225-40 of the French Commercial Code are as follows: Laurent Mignon (Chairman of the Board of Directors of Natixis V and Chairman of the Management Board of BPCE), Catherine Halberstadt (permanent representativeof BPCE on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, DominiqueDuband, Laurent Roubin and Christophe Pinault. At the end of its annual review of the related-party agreements entered into and authorized during previous fiscal years, the execution of which was continued during the fiscal year, the Board approved the downgrading at its meeting of December 13, 2021 of: the outsourcingservice contract, the conclusion of which between V Natixis and BPCE-IT/Albiant IT had been authorized by the Natixis Board of Directors on December 17, 2020; and the negotiation protocol relating to the sale by Natixis to BPCE of V its Securities and Guarantees, Finance Leasing, Factoring, Consumer Credit and Securities activities of its Specialized Financial Services division (the Smith Project), the conclusion of which had been authorized by the Natixis Board of Directors on September 12, 2018. This information on regulated agreements is included in the Statutory Auditors’ special report presented to the General Shareholders’ Meeting. (see section 8.4 of Chapter 8 of this universal registration document) .

Work of the Board of Directors

2.2.1.3

in 2021 The Board of Directors held a total of 15 meetings in 2021. The attendance rate was 97% for the year as a whole (versus 96% in 2020). Each director’s individual attendance rate for Board of Directors’ and Committee Meetings is provided in section 2.1.4of this chapter (see the directors’ individual fact sheets) . All documents relating to the agenda are attached to the convening notice or are sent or handed to the directors within a reasonable timeframe, prior to the meeting via a secure digital platform. Exceptionally, they may be provided at a meeting. The Chief Executive Officer attended all meetings, except for the meeting during which his compensationwas discussed, so that the Board members could hear his opinion on important issues and ask him any questions that they deemed relevant. The Chief Financial Officer, the General Secretary and, as and when required, one or more business line heads have been invited to provide further informationon subjects raised in meetings. Finally, the representatives of the Social and Economic Committee were invited to every Board of Directors Meeting.

2

71

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021

Made with FlippingBook Annual report maker