NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

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. In 2017, the NatixisStrategicCommitteemet to analyzethe new 2018-2020 strategic plan, “New Dimension”. The presentation coveredfour key areas: the Equity Story, or the results of New Frontier and the move a to NewDimension; the ambitionsof the core business; a

executive managers: Laurent Mignon, Chief Executive Officer, Gils Berrous, Head of Specialized Financial Services, and Marc Vincent,Head of Corporate& InvestmentBanking. In this capacity, Laurent Mignon, Gils Berrous and Marc Vincent stand surety and assume full liability toward the supervisory authorities,specificallythe Autorité de Contrôle Prudentielet de Résolution (ACPR – French Prudential Supervisory Authority for the Banking and Insurance Sector) and the European Central Bank (ECB) for the followingactivities: the bank’s effective management, within the meaning of a Article L.511-13of the FrenchMonetaryand FinancialCode; disclosure to the ACPR of any accounting or financial a document that the ACPR may request, as well as a response to any request for information or any question, per Articles L.571-4to L.571-9of the sameCode; periodically evaluating and checking the effectiveness of the a mechanismsand proceduresset up to complywith the French Ministerial Order of November 3, 2014 on internal control of bankingsectorbusinesses; determiningown fund requirements. a In this context,the executivemanagersare authorizedto request and accept all useful informationfrom any division, department, controlledentity or subsidiaryof Natixis. In the event of the absence of the Chief Executive Officer, the other executive managers will ensure business continuity until the Board of Directors appoints a new Chief Executive Officer, on the proposalof the AppointmentsCommittee. Role and powers of the CEO 2.3.3.2 In accordancewith Article 15of the bylaws, the Chief Executive Officer is vested with the broadest powers to act on behalf of the Company under all circumstances. He exercises those powerswithin the limits of the corporatepurpose and subject to the powers expressly reserved for Shareholders’Meetings and the Board of Directors by law and to the provisions and restrictions stipulated by the Internal Rules. He represents the Companyin its relationswith third parties. The Board of Directors may appoint a Chief Executive Officer selectedfromamong its directorsor otherwise. The Chief ExecutiveOfficermay delegatea portionof his powers to any corporate officer of his choosing, with or without the option of substitutingone for another.In light of this fact, Natixis has a comprehensive system for assigning and monitoring delegations of authority, including signing authority, which encompasses the delegation of Senior Management responsibilities to members of the Senior Management Committee. Furthermore, each business line and support function has defined and regularly updates its own signing authority rules, in keeping with the fundamental principles laid down by SeniorManagement. On the Chief ExecutiveOfficer’s recommendation,the Board of Directors may appoint one to five Deputy Chief Executive Officers from among the directors or otherwise to assist the Chief ExecutiveOfficer. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief ExecutiveOfficers. They have the same powers with respect to third parties as the Chief ExecutiveOfficer.

the digital transformation; a the cross-businessdrivers. a

The directors and the members of the Board used the opportunityto discuss Natixis' strategic priorities going forward, as well as the focus areas of the NewDimensionPlan.

SENIOR MANAGEMENT 2.3.3

Organization 2.3.3.1 The Chief ExecutiveOfficer is responsiblefor the Natixis’ senior management, in accordance with the Board of Directors’ decision of April 30, 2009 to separate the offices of Chairmanof the Board and Chief ExecutiveOfficer. On April 30, 2009, the Board appointedLaurentMignon as Chief Executive Officer starting May 14, 2009 for a six-year term. Laurent Mignon’s term of office was renewed by Natixis’ Board of Directors on February 18, 2015 for a period of four years, ending after the 2019 General Shareholders’Meeting called to approve the financial statements for the fiscal year ending on December 31,2018. The Chief Executive Officer subsequently set up a Senior ManagementCommittee(CDG),whichhe chairs,made up of the heads of Natixis' main businesses (Asset & Wealth Management, Corporate & Investment Banking, Insurance and SpecializedFinancialServices)and supportfunctions. At March 1, 2018, the memberswere: Gils Berrous (Specialized Financial Services), Norbert Cron (Operations and Information Systems),PierreDebray(Risks),Anne Lebel (HumanResources), Jean-FrançoisLequoy (Insurance), Nicolas Namias (Finance and Strategy), André-Jean Olivier (Corporate Secretary), Jean Raby (Asset & Wealth Management),Pierre-AntoineVacheron (SFS – Payment Activities) and Marc Vincent (Corporate & Investment Banking). As Natixis’ decision-making body, the Senior Management Committee’s remit consists of reviewing and approving the Company’s core strategy, overseeing its management, notably as regards the effective application of the Company’s strategy and budget, all major projects and investments,its organization and HumanResources,the performanceof its businesslines and its results,and the controlof its activities. Lastly, Natixis has an Executive Committee comprising the members of the Senior ManagementCommitteeand the heads of certain business lines and support functions essential to the Company’ssuccess (see membersof the ExecutiveCommittee, Section 2.1 of this chapter) . The Committee’s role mainly focuseson informationand monitoring. Additionally,pursuantto Article L.511-13of the FrenchMonetary and Financial Code, Natixis’ Board of Directors appointed three

80

Natixis Registration Document 2017