NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

Anne Lalou

Bernard Oppetit

Catherine Pariset

Diane de Saint Victor

Nicolas de Tavernost

Criteria for appraisal (a)

Cannot be or have been during the last five years: an employee or executive corporate officer of Natixis; V an employee, executive corporate officer or director of a company V consolidated by Natixis; an employee, executive corporate officer or director of BPCE V or of a company consolidated by BPCE. Is not an executive corporate officer of a company in which Natixis directly or indirectly holds a directorship, or in which an employee of Natixis or an executive corporate officer of Natixis (currently or within the last five years) holds a directorship OK Is not a major customer, supplier, or corporate or investment banker or advisor (or linked directly or indirectly to these persons) to the company or the group; does not derive a significant portion of business from the company or its group OK OK

OK

OK

OK

OK

2

OK

OK

OK

OK

OK

OK

OK

OK

Has no close family ties with a corporate officer

OK

OK

OK

OK

OK

Has not been an auditor of the company in the previous five years

OK

OK

OK

OK

OK

Has not been a Board member of the company for more than 12 years (independent director status is lost once a Board member has served for 12 years) Is not a Board member representing a major shareholder of Natixis or BPCE Does not receive variable compensation in cash or in shares, or any performance-linked compensation from Natixis or the group

OK

OK

OK

OK

OK

OK

OK

OK

OK

OK

OK

OK

OK

OK

OK

See section 2.3.1.2. B of this universal registration document. (a)

In accordance with Article 9 of the Natixis bylaws, each director must own at least one hundred and forty (140) company shares during their term of office. Furthermore, in accordance with the recommendations of the Afep-Medef code and the provisions of Article 3 of the Compliance Charter for members of the Board of Directors (see section 2.3.1.2 B) , the directors are asked to hold at least one thousand (1,000) Company shares within 18 months of joining the Board. In accordance with Article L.225-19 of the French Commercial Code, the number of directors who are over the age of 70 is limited to one third of the number of directors in office. There were no Natixis directors over the age of 70 at March 1, 2020. The term of office for Natixis directors was reduced from six to four years at the Combined General Shareholders’ Meeting of May 19, 2015. This change was applied not only to terms of office renewed at the General Shareholders’ Meeting but also to any new terms of office and terms in progress at that date. The main changes made to the Board of Directors in 2019 and since January 1, 2020 that are likely to have a material impact on the Company’s governance are as follows: on April 4, 2019, the Natixis Board of Directors: V co-opted with immediate effect Diane de Saint Victor as a V director to replace Henri Proglio, who resigned, for the remainder of his term of office, terminating at the end of the Natixis General Shareholders’ Meeting convened in 2019 to approve the financial statements for the year ending December 31, 2018, and appointed his successor as member and Chairwoman of the Appointment Committee and member of the Compensation Committee. Diane de Saint Victor is also a member as of right of the Strategic Committee, and

appointed Henri Proglio as non-voting member for a term of four V (4) years, terminating at the end of the Natixis General Shareholders’ Meeting convened in 2023 to approve the financial statements for the year ending December 31, 2022, and member of the Compensation Committee and Strategic Committee; on May 28, 2019, the Combined General Shareholders’ Meeting V of Natixis: ratified the co-opting of Laurent Mignon as director which took V place during the meeting of the Board on June 1, 2018, to replace François Pérol for the remainder of his term of office, terminating at the end of the General Shareholders’ Meeting convened in 2019 to approve the financial statements for the year ended December 31, 2018, ratified the co-opting of Nicole Etchegoïnberry as director which V took place during the meeting of the Board of Directors on December 20, 2018, to replace Stéphanie Paix for the remainder of her term of office, terminating at the end of the General Shareholders’ Meeting convened in 2020 to approve the financial statements for the year ended December 31, 2019, ratified the co-opting of Christophe Pinault as director which V took place during the meeting of the Board of Directors on December 20, 2018, to replace Alain Denizot for the remainder of his term of office, terminating at the end of the General Shareholders’ Meeting convened in 2019 to approve the financial statements for the year ended December 31, 2018, ratified the co-opting of Diane de Saint Victor as director which V took place during the meeting of the Board of Directors on April 4, 2019, to replace Henri Proglio for the remainder of his term of office, terminating at end of the General Shareholders’ Meeting convened in 2019 to approve the financial statements for the year ended December 31, 2018,

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www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019