NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

monitoring the process of preparing financial information a (preparing the financial statements, the management report, etc.) and making recommendations to guarantee the integrityof this information; monitoring the statutory audit of the quarterly, half-yearly and a annual consolidatedfinancial statements and annual individual financial statements, as well as Natixis’ draft budgets and material off-balance sheet commitments,with sufficient time in advance to allow their presentation Natixis’ Board of Directors, as well as the half-yearly and annual management reports; monitoring the effectiveness of the internal control and risk a management systems with regard to the procedures for preparingand processingaccountingand financialinformation; ensuring the Statutory Auditors’ adherence to the a independence conditions by which they are bound; accordingly,the Committeemust: ensure that the fee amountpaid by Natixis and the Group, or j the share of those fees in the net sales of the firms and networks, does not, by its nature, undermine the independenceof the StatutoryAuditors, establish the rules governing the services that the Statutory j Auditors may provide and governing the authorization of servicesother than the certificationof the financialstatements; monitoringthe StatutoryAuditors’performanceof their duties; a submittinga recommendationto Natixis’Board of Directorsfor a the appointment of Statutory Auditors or auditing firms; the recommendation of the auditing firm is made following a selectionprocedurearrangedby Natixis; reviewingthe StatutoryAuditors’work schedule,the results of a their audits and recommendations,and any follow-up action thereof; issuing its opinion on the report presented to it on an annual a basis with regard to commercial relations between Natixis or one or more of its subsidiaries,and all or some of the entities formingGroupeBPCE. reporting regularly to the Board of Directors on the a performanceof its duties. It also reports on the results of the certificationof the financial statements,the way in which this duty contributedto the integrityof the financialinformationand the role it played in this process. Any difficulty encounteredis reportedwithoutdelay. The Company’s CEO provides the Audit Committee with any documents and information it needs to perform its duties. The followinglist is not exhaustive: parent and consolidated financial, accounting, and regulatory a documentspreparedperiodicallyby the Company; summaryreportsby the Company’sStatutoryAuditors; a any audit reportsconcerningthe Company; a accountingpoliciesand methodsappliedwithinthe Company; a

projectedparent and consolidatedresults at the end of March, a June, September andDecember; consolidated budgets and financial statements of the main a subsidiaries,as well as any related documentsprovided to the Board of Directorsor, if applicable,the Audit Committeeof the principalsubsidiaries. The Audit Committeemay submit to the Board of Directors any proposalsto conductan audit, especiallyconcerningthe financial statementsof the Companyand its subsidiaries. The Committeemay also, if it deems it appropriate,call on the skills of outside experts or consultants for the purpose of explainingany topic that falls under its remit. The Audit Committeemeetsat least once a quarter. Minutes of the Audit CommitteeMeetings are prepared by the secretary of the Board of Directors. These minutes are shared with the Audit Committee members and approved at the following session. The Board of Directors is made aware of the Audit Committee’s work so that it can make fully informed decisions. – Work of the Audit Committee in 2017 C The Audit Committee met five times in fiscal year 2017. Its members’attendancerate was 92% for the year as a whole (vs. 76% in 2016). Each director’s attendance at the Audit Committee’sMeetings appears in Section 2.2 of this chapter (see directors’ individual fact sheets) . Within a reasonable amount of time before a Board meeting, each directorreceivesa file listing the items on the agenda,via a secure website, for review and analysis of the issues to be addressed. For each matter submitted for review and analysis, the Audit Committee had the opportunity to hear from relevant Natixis personnelas well as to familiarize itself with reports on the said matters. The Audit Committee monitored the statutory audit of Natixis’ yearly, half-yearlyand quarterlyparent companyand consolidated financial statements,as well as its draft budgets, sufficiently in advanceof thembeing presentedto Natixis’Boardof Directors. Depending on its agenda, the Audit Committee also benefited from the presence at its various meetings of the Natixis Chief Finance and Risk Officer, then from October 1, 2017 the Chief Finance and Strategy Officer and the Chief Risk Officer, as well as the Head of Accounting and Ratios, the Heads of Internal Audit for Natixisand BPCE,the CorporateSecretary. In order to enable it to audit the financial statements,the Audit Committee is sent a copy of the reports of the Finance Department and the comments of the Statutory Auditors regarding annual financial statements and the review of the half-yearand quarterlyfinancialstatements.

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Natixis Registration Document 2017