NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

To the best of Natixis’ knowledge, these situations do not affect those directors’ independence of judgment, decision, and action. When needed, the Internal Rules of the Board of Directors and the Compliance Charter set out a conflict of interest resolution system for all members of the Board of Directors. They also require Board members to notify the Chairman of the Board (or the Corporate Secretary of Natixis) of any conflict of interest and to abstain from participating in the part of the Board or Special Committee meeting addressing the conflict of interest, and from voting on the corresponding resolution. To the best of Natixis’ knowledge, there are no service agreements binding members of the Board of Directors or Senior Management to Natixis that could confer benefits according to the terms of such an agreement and that might by their nature compromise the independence of members or interfere with their decision-making. Summary of Natixis' share transactions disclosed to the AMF by persons discharging managerial responsibilities and by persons closely associated with them The following table presents the summary of executive officers’ transactions involving the company’s shares in fiscal year 2019 as disclosed to the Autorité des Marchés Financiers (AMF — French Financial Markets Authority) in accordance with Article L.621-18-2 of the French Monetary and Financial Code and Articles 223-22 to 223-26 of the AMF’s General Regulation.

C – Integrity of directors and conflicts of interest

In accordance with regulations, a list of the functions performed by the corporate officers of Natixis is included in this document. The knowledge, skills and experience of the directors, both individually and collectively, give the Board of Directors the breadth of expertise necessary to ensure that the Company is properly run and its business strategy is effective. Disclosure of conviction To the best of Natixis’ knowledge, none of the members of the Board of Directors or Senior Management has been convicted of fraud, filed for bankruptcy, liquidation or receivership, convicted and/or punished by official or regulatory bodies, disqualified from acting as a member of administrative, management or supervisory bodies of an issuer, or from participating in the management or conduct of the business of an issuer within at least the previous five years. Conflicts of interest Members of the Natixis Board of Directors include BPCE (Natixis’ main shareholder) and employees or individuals holding other jobs within Groupe BPCE, particularly in the Caisse d’Epargne and the Banque Populaire banks. Natixis and its subsidiaries maintain business relations with BPCE and the entities of Groupe BPCE. Furthermore, members of the Natixis Board of Directors include independent directors belonging to third-party groups that can maintain banking or business relations with Natixis or its subsidiaries.

Transaction value (in euros)

Name

Date

Transaction Number of shares

Gils Berrous

01/03/2019 01/03/2019 01/03/2019 01/03/2019 01/03/2019 01/03/2019 01/03/2019 18/02/2019 01/03/2019 01/03/2019 01/03/2019 01/03/2019 01/03/2019 01/03/2019 18/02/2019 01/03/2019 01/03/2019

Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2017 Bonus Share Plan) (c) Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2017 Bonus Share Plan) (c) Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2017 Bonus Share Plan) (c) Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2017 Bonus Share Plan) (c) Bonus share allocation (2015 Bonus Share Plan) (a) Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2017 Bonus Share Plan) (a) Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2017 Bonus Share Plan) (c) Bonus share allocation (2017 Bonus Share Plan) (c) Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2015 Bonus Share Plan) (a) Bonus share allocation (2016 Bonus Share Plan) (b) Bonus share allocation (2017 Bonus Share Plan) (c)

19,960

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

6,090

Pierre Debray

25,995 10,718 24,548 29,534 10,718 16,392 57,510 17,947 3,451

Anne Lebel

Jean-François Lequoy 01/03/2019

Laurent Mignon

André-Jean Olivier

9,893 4,381

Jean Raby

94,228 18,828

François Riahi Marc Vincent

4,863

45,980 19,597

Bonus share allocation plan approved at the Board of Directors Meeting of February 18, 2015 (PAGA 2015) . (a) Bonus share allocation plan approved at the Board of Directors Meeting of July 28, 2016 (PAGA 2016) . (b) Bonus share allocation plan approved at the Board of Directors Meeting of April 10, 2017 (PAGA 2017) . (c)

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019

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