NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

Training for the Board members 2.3.1.5 In 2017, Natixisrenewedits trainingprogramfor Boardmembers that was started in 2016. The resulting training program is also consistent with the existing one for members of the BPCE SupervisoryBoard. The programis dividedinto three areas: a trainingprogramon “fundamentals”for newBoardmembers a and others interested in participating. It comprises four modulesto give Boardmembersa useful understandingof the issues discussed at Board Meetings. Training is delivered by in-houseand external instructorswithin six monthsof the new Boardmembertakingoffice; an “expertise”trainingprogramon technicalor complexissues a designed to equip Board members with the necessary expertise to properly understand, monitor and validate technical or complex matters discussed at Board Meetings. It is organized into modules spread over the course of the year and covers various issues including accounting and financial matters,risk management,directors’liability (civil, criminal and regulatory),complianceprinciplesand internalcontrol; a training programprovided as and when needed, designed to a give Board members the necessary knowledge and skills to carry out their duties. This training takes the form of a deeper examination of issues related to the business lines or other current topics, memos related to economic, accounting, regulatory,compliance,legal and other issues. For the 2017 fiscal year, seven sessionswere held . The training sessions in fiscal year 2017 were opened to members of the BPCE SupervisoryBoard. Additionally,directorswere also invited to attend the training sessions held by BPCE for Supervisory Boardmembers. To assist it in its review process and prepare some of its deliberations, and to comply with the French Monetary and Financial Code, Natixis’ Board of Directors has surroundeditself with five Special Committees: an Audit Committee, a Risk Committee, a Compensation Committee, an Appointments Committee, and a Strategic Committee, each chaired by an independentdirector. Audit Committee 2.3.2.1 – Organization A During 2017, the Audit Committeecomprisedfive members:As of March 1,2018, thesememberswere: SPECIAL COMMITTEES: OFFSHOOTS 2.3.2 OF THE BOARD OF DIRECTORS

Catherine Pariset (position previously held by Bernard Oppetit until February 9, 2017) BPCE, represented by Catherine Halberstadt (position previously held by Marguerite Bérard-Andrieu until January 1, 2018)

Chairman

Member

2

Sylvie Garcelon

Member Member

Françoise Lemalle (position previously held by Stéphanie Paix until February 9, 2017)

Bernard Oppetit

Member

Two of the five members are independent members (CatherineParisetand BernardOppetit). Until February 9, 2017, the Committee was chaired by independent member Bernard Oppetit. Since then, CatherineParisetchairs the Committee. Two-thirds of the Audit Committee are not independent members,as recommendedby the Afep-Medefcode, in order to represent the different components of the Company’s main shareholders (members from the Caisse d’Epargne and the Banque Populaire banks, plus a representative of BPCE). (See summary table on compliance with Afep-Medef code recommendations in Section 2.3of this chapter) . The Chairman and the members of the Audit Committee have extensive accounting and financial expertise gained over the course of their professional careers. Catherine Pariset has a career in auditing spanning 35 years. CatherineHalberstadtwas Chief Executive Officer of Banque Populaire du Massif Central for several years and possesses in-depth knowledge of retail banking and of corporate financing. Sylvie Garcelon is Chief ExecutiveOfficer of CASDENBanquePopulaire,and as such has vast financial experience. Françoise Lemalle has extensive knowledge in accountancy and finance, as well as in auditing. BernardOppetit is a financialmarket specialistand has extensive experience in complex financial products and alternative managementcompanies. Changes made to the Audit Committee in 2017 and since a January 1,2018:

Director

Capacity

Date of change Replaced by

Stéphanie Paix Member

02.09.2017 Françoise Lemalle 01.01.2018 Catherine Halberstadt

Marguerite Bérard-Andrieu

Member, BPCE Permanent Representative

– Role and powers B Natixis’ Audit Committeehas internal rules specifyingits powers and its operating procedures, the latest version of which was approvedby the Boardof Directorson February 9,2017. Under the Natixis Board of Directors’ responsibility, the Audit Committee’sprimarydutiesare: checking the clarity of information published by Natixis and a assessing the relevance of the accounting methods adopted for the creation of Natixis’ individual and consolidatedfinancial statements;and

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Natixis Registration Document 2017