NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

In 2017, the Audit Committee’sduties focusedon the followingitems in particular:

Financial position

Review of the quarterly and half-yearly parent company and consolidated financial statements a Review of 2018 budget a Statutory Auditors’ assignment a Results of the sharing arrangements for the US affiliates of Natixis Investment Managers a Follow-ups on IFRS 9, 15, and 16 a Update of the Internal Rules of the Audit Committee a Appointment of the lead director under the Barnier reform a Information on prior authorizations given by the leader of the Audit Committee for the completion of the a Statutory Auditors’ services

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Other items

Presentation by the Statutory Auditors of the new report from the Barnier reform a Follow-up on Statutory Auditors’ fees for 2017 (certification and other assignments) a

Risk Committee 2.3.2.2 – Organization A During 2017, the Risk Committee comprised five members. At March 1,2018 thesememberswere:

Under the Natixis Board of Directors’ responsibility, the Risk Committee’score duties are: to advise the Board of Directors on the bank’s overall strategy a and risk appetite,both currentand future; to assist the Board of Directors when it checks the a implementation of that strategy by the executive managers and by the Head of RiskManagement. to issue an opinion on the procedures established by Natixis a that are used to ensure compliancewith regulationsas well as risk monitoringand control; to that end, it receives the reports of Natixis’ Risk Committees and those of its subsidiaries, as well as the reporting on risks, specifically operational,market or counterparty risks, performed at the behest of the Company’sCEO; to monitor the effectiveness of the internal control and risk a managementsystems; to assist the Board of Directors in determiningthe guidelines a and controlling the implementationby executive managers of the supervisory mechanisms to guarantee the effective and prudent management of the Company, specifically the separationof dutiesand the preventionof conflictsof interest; to review,pursuantto its remit, whetherthe prices of products a and services proposed to clients are compatiblewith Natixis’ risk strategy.If these prices do not correctlyreflect the risks, it presents the Board of Directorswith an action plan to remedy it; to review, without prejudice, the duties of the Compensation a Committee,if the incentives set out by Natixis’ compensation policy and practices are compatiblewith this latter’s situation with regard to the risks to which it is exposed, its capital, its liquidity and the probability and time phasing of the expected benefits; to assist the Board of Directors in reviewing the a aforementioned governance mechanism, in assessing its effectiveness and ensuring that corrective measures have been taken to remedyany shortcomings; to regularly examine the strategies and policies governing the a taking, management,monitoring and reduction of the risks to whichNatixis is or could be exposed,includingrisks createdby the economic environment.To that end, at least once a year the Risk Committee analyzes the documents used to define and monitor Natixis’ risk appetite, namely the Risk Appetite Statement and the Risk Appetite Framework. The Risk Committee studies all limit changes that took place between two annualreviews,includingto industry-basedlimits.

Bernard Oppetit

Chairman Member

Catherine Halberstadt (position previously held by Marguerite Bérard-Andrieu until January 1, 2018)

Alain Denizot (position previously held by Sylvie Garcelon until February 9, 2017)

Member

Stéphanie Paix Catherine Pariset

Member Member

Two of the five members are independent members (CatherineParisetand BernardOppetit). The Chairmanand the membersof the Risk Committeehave an enhanced understanding of Natixis’ risk management and internal control as a result of their extensive expertise gained over the courseof their professionalcareers. Changes made to the Risk Committee in 2017 and since a January 1,2018:

Director

Capacity

Date of change Replaced by

Sylvie Garcelon Member

02.09.2017 Alain Denizot 01.01.2018 Catherine Halberstadt

Marguerite Bérard-Andrieu

Member, BPCE Permanent Representative

Over the course of the 2017 fiscal year, and in compliancewith the US regulation,the Dodd-FrankAct, the Risk Committeemet five times as the US Risk Committee. The US Risk Committee has the same composition as the Risk Committee. It is tasked with monitoring the management of risks related to Joint US Activities. – Role and powers B Natixis’ Risk Committeehas internal rules specifying its powers and its operating procedures, the latest version of which was approvedby the Boardof Directorson November 7,2017.

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Natixis Registration Document 2017