CONTENT | 2 |
Interview with the Chief Executive Officer | 4 |
Profile | 6 |
Key figures 2019 | 8 |
Strategic plan | 10 |
A governance structure supporting Natixis strategy | 12 |
Committed to sustainable finance | 14 |
Compensation policy | 16 |
1. PRESENTATION OF NATIXIS | 17 |
1.1 History and links with BPCE | 18 |
1.1.1 History | 18 |
1.1.2 Financial solidarity mechanism with BPCE | 19 |
1.2 Natixis’ businesses | 20 |
1.2.1 Asset & Wealth Management | 20 |
1.2.2 Corporate & Investment Banking | 22 |
1.2.3 Insurance | 29 |
1.2.4 Payments | 31 |
1.2.5 Corporate center | 32 |
1.3 2020 investor relations calendar | 33 |
1.4 Contacts | 33 |
2. CORPORATE GOVERNANCE | 35 |
2.1 Natixis Governance at March 1, 2020 | 36 |
2.2 Additional information on the corporate officers | 37 |
2.3 Management and oversight of corporate governance | 59 |
2.3.1 Board of Directors | 60 |
2.3.2 Special Committees: offshoots of the Board of Directors | 70 |
2.3.3 Senior management | 77 |
2.4 Policies and rules established for determining compensation and benefits of any kind for corporate officers | 79 |
2.4.1 Compensation policy for corporate officers | 79 |
2.4.2 Compensation and benefits of any kind for the Chairman of the Board of Directors and the Chief Executive Officer for 2019 | 84 |
3. RISK FACTORS, RISK MANAGEMENT AND PILLAR III | 101 |
3.1 Risk factors | 103 |
Credit and counterparty risk | 103 |
Financial risks | 104 |
Non-financial risks | 105 |
Strategic and business risks | 106 |
Risks related to Insurance activities | 109 |
Risk related to holding Natixis securities | 109 |
3.2 Risk management | 110 |
3.2.1 Organization of Natixis’ internal control system | 110 |
3.2.2 Risk governance and management system | 113 |
3.2.3 Credit and counterparty risks | 117 |
3.2.4 Securitization transactions | 129 |
3.2.5 Market risk | 129 |
3.2.6 Operational risks | 136 |
3.2.7 Balance sheet management | 141 |
3.2.8 Compliance risk | 148 |
3.2.9 Legal risks | 153 |
3.2.10 Other risks | 155 |
3.3 Basel 3 Pillar III disclosures | 159 |
3.3.1 Capital management and capital adequacy | 159 |
3.3.2 Other regulatory ratios | 171 |
3.3.3 Breakdown and changes in risk-weighted assets | 174 |
3.3.4 Encumbered and unencumbered assets | 204 |
3.3.5 Liquidity requirement coverage ratio | 205 |
3.3.6 Compensation policy | 207 |
3.3.7 Cross-reference table | 208 |
3.3.8 Table index | 210 |
4. OVERVIEW OF THE FISCAL YEAR | 213 |
4.1 Significant events of 2019 | 214 |
4.1.1 Macroeconomic context | 214 |
4.1.2 Key events for Natixis’ business lines | 215 |
4.2 Management report at December 31, 2019 | 218 |
4.2.1 Consolidated results | 218 |
4.2.2 Analysis by Natixis main business line | 219 |
4.3 Main investments and divestments performed over the period | 227 |
4.4 Post-closing events | 228 |
4.5 Information concerning Natixis S.A. | 228 |
4.5.1 Natixis S.A.’s parent company income statement | 228 |
4.5.2 Proposed allocation of earnings | 229 |
4.5.3 Payment terms | 229 |
4.6 Outlook for Natixis | 230 |
4.7 Definitions and alternative performance indicators | 231 |
5. FINANCIAL DATA | 233 |
5.1 Consolidated financial statements and notes | 235 |
5.2 Statutory Auditors’ report on the consolidated financial statements | 386 |
5.3 Parent company financial statements and notes | 394 |
5.4 Statutory Auditors’ report on the parent company financial statements | 428 |
5.5 Internal control procedures relating to accounting and financial information | 433 |
5.5.1 Preparation and processing of accounting and financial information | 433 |
5.5.2 Permanent control system relating to accounting and financial information | 434 |
6. NON-FINANCIAL PERFORMANCE REPORT | 437 |
6.1 Strategic outlines and organization of the ESR policy | 438 |
6.1.1 Natixis’ business model | 438 |
6.1.2 Strategic pillars of ESR | 440 |
6.1.3 ESR governance | 442 |
6.1.4 ESR commitments | 443 |
6.1.5 Communications with stakeholders | 445 |
6.1.6 Recognized ESR performance | 446 |
6.2 Employee conduct and business ethics | 447 |
6.2.1 The Natixis Code of Conduct | 447 |
6.2.2 Client protection, financial security and data security | 448 |
6.2.3 Responsible Lobbying | 448 |
6.2.4 Combating tax avoidance | 448 |
6.2.5 Whistleblowing system | 449 |
6.3 Business line contributions to green and sustainable growth | 450 |
6.3.1 Sustainable growth: financing the transformation in society | 450 |
6.3.2. Green growth: financing the energy transition and combating climate change | 458 |
6.3.3 Green growth: protecting and developing natural capital | 465 |
6.4 Managing environmental, social and governance risks | 469 |
6.4.1 Incorporating ESG criteria in financing operations and investments | 469 |
6.4.2 Duty of vigilance | 472 |
6.4.3 Climate risks | 474 |
6.5 Managing our direct environmental impact | 476 |
6.5.1 Sustainable real estate | 476 |
6.5.2 Management of resources | 476 |
6.5.3 Carbon footprint management | 478 |
6.5.4 Waste reduction and sorting | 479 |
6.5.5 Promoting sustainable mobility | 480 |
6.5.6 Digital sustainability | 481 |
6.5.7 Developing green spaces | 482 |
6.6 Employee engagement | 483 |
6.6.1 Human resources policy and diversity management | 483 |
6.6.2 Commitments to solidarity-related projects | 495 |
6.7 Table of reporting on Natixis’ main commitments | 497 |
6.8 Reporting frameworks and methodology | 498 |
6.9 Report by one of the Statutory Auditors on the Consolidated Non-Financial Performance Report contained in the management report | 501 |
7. CAPITAL AND SHARE OWNERSHIP | 503 |
7.1 General information on Natixis’ capital | 504 |
7.1.1 Share capital | 504 |
7.1.2 Changes in Natixis’ capital over the last five fiscal years | 504 |
7.1.3 Form and transfer of shares (Chapter II, Article 4 of the bylaws) | 505 |
7.1.4 Securities not conferring rights to the share capital | 505 |
7.1.5 Other securities giving access to capital | 505 |
7.1.6 Other information on the capital | 505 |
7.2 Distribution of share capital and voting rights | 506 |
7.2.1 Distribution of share capital at December 31, 2019 | 506 |
7.2.2 Distribution of share capital at February 29, 2020 | 507 |
7.2.3 Changes in the shareholder base over the past three years | 507 |
7.2.4 Natural or legal persons exercising or potentially exercising control over Natixis | 507 |
7.3 Authorizations to increase share capital | 508 |
7.3.1 Summary table of current authorizations granted to the Board of Directors by the General Shareholders’ Meeting and their use by the Board of Directors | 508 |
7.3.2 Report of the Board of Directors on the use of capital increase authorizations | 509 |
7.4 Information from Article L.225-37-5 of the French Commercial Code | 510 |
7.5 Key share data at December 31, 2019 | 510 |
7.6 Share price information | 511 |
7.7 Shareholder scorecard | 512 |
7.8 Natixis and its individual shareholders | 512 |
7.9 Investor relations | 514 |
8. GENERAL SHAREHOLDERS’ MEETINGS | 515 |
8.1 Terms and conditions of attendance by shareholders at Shareholders’ Meetings | 516 |
8.1.1 Convening notices | 516 |
8.1.2 Different types of meetings | 516 |
8.1.3 Conditions for admission | 516 |
8.1.4 Shareholder’s rights | 517 |
8.1.5 Conditions for exercising voting rights | 517 |
8.1.6 Identification of shareholders | 517 |
8.2 Combined General Shareholders’ Meeting of May 20, 2020 | 518 |
8.2.1 Agenda | 518 |
8.2.2 Report of the Board of Directors on the resolutions submitted to the Combined General Shareholders’ Meeting of May 20, 2020 | 518 |
8.2.3 Draft resolution of the Combined General Shareholders’ Meeting of May 20, 2020 | 525 |
8.2.4 Statutory Auditors’ special report on related-party agreements | 530 |
Agreements submitted for the approval of the General Shareholders’ Meeting | 530 |
Agreements already approved by the General Shareholders’ Meeting | 531 |
Related party agreements that have lapsed or expired | 536 |
9. LEGAL AND GENERAL INFORMATION | 537 |
9.1 Legal notices and practical information relating to Natixis | 538 |
9.2 Natixis bylaws | 539 |
9.3 Statement of responsibility for the universal registration document | 544 |
9.4 Documents available to the public | 545 |
9.5 Cross-reference table of the universal registration document | 546 |
9.6 Cross reference table for the annual financial report and the management report | 549 |
9.7 Glossary | 550 |