NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

The Committee’sprimaryremitsare: issuing an opinion and, upon request from Natixis’ Board, a making proposals and recommendationsto the Board on the appointment of a CEO and, when appropriate, one or more DeputyCEOs of Natixis; issuing an opinion and making recommendationsto the Board a of Directorson the selection/appointmentof directors; evaluating the balance and diversity of knowledge, skills and a experiencethat the Boardmembershave, both individuallyand collectively; detailing the duties and the qualificationsrequired for serving a on Natixis’ Board of Directors, and assessing the time to be spent on that service; deciding on a policy and a set of targets for the balanced a representationof men and womenon the Boardof Directors.It prepares a policy with the purpose of achieving those targets. Natixis’ target and policy as well as the implementation proceduresare made public; periodically,at least once a year, assessingthe structure,size, a compositionand effectivenessof the Board of Directors with regard to the remits that are assigned to it, and submittingall useful recommendationsto the Board; periodically, at least once a year, assessing the knowledge, a skills and experience of the Board of Directors, both individuallyand collectively,and reportingthis to it;

periodically scrutinizing the policies of the Board of Directors a on selecting and appointing Natixis’ executive managers, Deputy CEOs and the Chief Risk Officer and making recommendationsthereon. Qualification as an independent director is discussed by the Appointments Committee, which prepares a report for the Board. Each year, based on this report and before the publication of the annual report, the Board of Directorsreviewsthe situation of each of its membersbased on independencecriteriaset out in Article 2.3.2 of the Board of Directors’ Internal Rules (see Section2.3.1.1of this registrationdocument) . – Work of the Appointments Committee C in 2017 The AppointmentsCommitteemet once in fiscal year 2017. Its members’attendancerate was 100%(identicalto that of 2016). Each director’sattendanceat the Appointments &Compensation Committee’s Meetings appears in Section 2.2 of this chapter (see directors’individualfact sheets) . Within a reasonable amount of time before meeting, and via a securewebsite,each directorreceivesa file containingthe items on the agenda in order to review and analyze the matters to be addressed.

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In 2017, the Committeefocusedon the followingareas:

Independence of directors Verifying independence criteria for each director a Evaluating the Board and the directors Evaluating the Board of Directors’ work in 2016 a

Analyzing the qualifications needed for the duties carried out on the Board of Directors a Evaluating the balance and diversity of knowledge, skills and experience that the Board members a have, both individually and collectively Deciding on a policy and targets for a balanced representation of men and women on the Board of a Directors Identifying a person or a dominant group within the Board of Directors who might be detrimental to a Natixis’ interests

Gender parity

Other

On March 14, 2018, and in the interestof spreadingout terms of office more evenly, as recommendedby the Afep-Medef code, the Appointments Committee took note of the resignation of four directorswhosetermof office expiresat the adjournmentof the May 2019 General Shareholders' Meeting convened to approve the financial statementsfor the year ending December 31, 2018. The four directors resigned with effect upon the adjournmentof the meetingof the Board on May 23, 2018 taking place before the Annual General Shareholders'Meeting held on the same day, and have agreed to reapply as directors at the same meeting. The AppointmentsCommitteealso approvedthe policy for selectingindependentdirectors.

The Strategic Committeehas been chaired by Anne Lalou since February 10,2016.

– Role and powers B The scope of responsibilityof the StrategicCommitteerelates to thoroughly examining the global strategy of Natixis and its business lines, and sharing senior management’s vision for GroupeBPCE. In addition, the meetings of this Committee allow the Board of Directorsto get to know the managementteam that works with the Chief ExecutiveOfficer better and improve the Board’swork methods. - Work of the Strategic Committee in 2017 C The StrategicCommitteemeetsonce a year. Its members’ attendance rate was 100% (identical to that of 2016).

2.3.2.5 Strategic Committee

– Organization A The Strategic Committeeis made up of all the directors as well as the members of the Senior Management Committee of Natixis.

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Natixis Registration Document 2017