NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

is informedof any resignation/appointmentof the Company’s l) Chief Risk Officer. The Chief Risk Officer may not be relieved of his duties without the prior agreement of the Board of Directors. Where applicable, he may raise this point directly with the Boardof Directors; is requiredto issue an opinion prior to starting any new term m) outside the Group by the Chief Executive Officer or the DeputyChief ExecutiveOfficers. In accordance with the law and the bylaws, the Chairman convenes and chairs the Board and organizes and manages its work. He chairs General Shareholders’Meetings. The Chairman of the Board or the Chief Executive Officer are required to provide each director with all the documents and information neededto carry out their duties. In addition to the duties attributed by law and the bylaws, the Chairman of the Board of Directors provides his support and expertise to the Chief Executive Officer, while respecting the CEO’s executive responsibilities. As such, he may attend any meeting that addressessubjects related to Natixis’ strategy and organization, and, at the CEO’s request, he may represent Natixis in its relationships with the Group’s major partners to promotebusinessrelationships. The Chairmanof the Board of Directorsalso sees to maintaining the quality of the relationshipswith shareholders,by participating in actionscarriedout in that arena. Finally, the Chairman of the Board of Directors sees to the smoothoperationof the Board by creatinga forumfor discussion conducive to constructivedecision-making.He ensures that the Board spendsthe requiredtime on its duties. Among these Internal Rules, which were last amended on February 9, 2017, particular attention should be drawn to the followingprovisions: circumstances requiring the Board of Directors’ prior a authorization: the extensionof Natixis’activitiesto new core businesslines j not currentlyexercisedby the Company, the appointment or dismissal of the CEO or, where j applicable,one or moreDeputyCEOs, any acquisition or increase in shareholdings,as well as any j investments,divestmentsor the formation of joint ventures by Natixisor any of its main subsidiaries,involvingan amount in excess of €100 million, in the event that the Group’s structureis modified, any asset transfers, mergers or demergers in which Natixis j is involved; criteria used to qualify members of the Board of Directors as a “independent”: An independentdirector is a person who has no ties with the management, Company or Group of a nature liable to compromisetheir freedomof judgment or create a conflict of interestwith the management,Companyor Group. Accordingly,an independentmemberof the Board of Directors may not: withinthe last five years, be or have been: j an employeeor executivecorporateofficerof Natixis, j an employee,executiveofficer, executivecorporateofficer j or directorof a companyconsolidatedunder the Company,

appoints the executive managers (“dirigeants effectifs”, as c) defined by Article L.511-13 of the French Monetary and Financial Code). The function of “executivemanager”must be performed in a joint stock company (société anonyme) with a Board of Directorsby the Chief ExecutiveOfficer and the Deputy Chief Executive Officer(s), or by a company director disposing the requisite powers to manage the business of the institution. (see Section 2.3.3 “Senior Managementfor more informationon executivemanagers”) ; convenes all General Shareholders’ Meetings, sets the d) agendaand overseesthe executionof all decisionstaken; may, at the proposal of the Chairman, set up its own e) Committees to deliberate on those issues submitted for examination by the Board itself or its Chairman. It determinesthe structure and powers of these Committees, whichconducttheir activitiesunder its responsibility. In light of Natixis’ corporatepurpose and in accordancewith the provisions of the French Commercial Code (Article L.823-19) and the French Monetary and Financial Code (Article L.511-89),the Board of Directors must draw on an Audit Committee, a Risk Committee, a Compensation Committee and an AppointmentsCommittee (see Article 4 of Natixis’InternalRules) ; adopts and revises the general principles of the Company f) compensationpolicy and controlsits implementation. It determines the level and terms of compensation of the Chairman of the Board of Directors, the Chief Executive Officer and of the Deputy Chief Executive Officer(s) after consultationof the CompensationCommittee. It issues an opinion on the compliance of Natixis’ compensation policy with current regulation, particularly regardingthe Company’sregulatedstaff. It sets the rules for the distribution of directors’ fees allocated to the directors by the General Shareholders’ Meeting; verifies the implementation by the executive managers of g) the supervisorymechanismsto guarantee the effective and prudent management of the Company, specifically the separation of duties and the prevention of conflicts of interest; reviews the governance provision as set out in h) 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; regularly approves and revises the policies and strategies i) governingthe taking,management,monitoringand reduction of the risks to whichNatixis is or could be exposed,including risks createdby the economicenvironment; conductsthe reviewand approvalof the parent companyand j) consolidatedfinancial statementsof the Company, ensuring their accuracy and fairness; it establishes the management report. It approves the report, as set out in Article L.255-37of the FrenchCommercialCode. It reviewsthe draft budget for the followingyear; verifies the process of publishing and disclosing the quality k) and reliability of the information intended for publishing and disclosureby Natixis;

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Natixis Registration Document 2017