NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

the extension of the initial expiration date of the existing V agreements (currently December 31, 2022) to December 31, 2030 with the possibility of renewing these agreements upon each expiration for successive three-year periods until 2052; a change to the coinsurance breakdown for collective payment V protection insurance, to be shared equally (50/50) between CNP Assurances and Groupe BPCE effective January 1, 2020; Amendment to the Tranche 1 new business reinsurance treaty, V entered into by BPCE Vie and CNP Assurances in the presence of Natixis and pertaining to the quota share reinsurance of euro-denominated guarantees issued by BPCE Vie through life insurance and accumulation contracts for retirement savings by BPCE Vie, and distributed by entities within the Retirement Savings scope with the exception of the contracts identified in Article R. 342-9 of the French Insurance Code. The details of these agreements can be found in the Statutory Auditors’ Special Report on Related-Party Agreements and Commitments (see Section 8.2.3 of this universal registration document). On December 19, 2019, the Board of Directors also approved, in accordance with Article L.225-39 of the French Commercial Code, the declassification of the preliminary agreement between Natixis and BPCE related to the protective arrangement for certain Workout Portfolio Management (GAPC) assets and certain agreements related to the guarantee, with the following being considered agreements entered into under normal conditions and pertaining to ongoing transactions: Preliminary agreement between Natixis and BPCE regarding the V guarantee mechanism covering certain GAPC assets; Financial guarantee contract between BPCE and Natixis V (as amended by rider no. 1 of August 5, 2010); “Euro” Total Return Swap agreement between BPCE and Natixis; V “Dollar” Total Return Swap agreement between BPCE and Natixis; V Call option agreement between BPCE and Natixis; V ISDA Master Agreement and Schedule between BPCE and Natixis; V Reciprocal financial guarantee contract between Natixis and V Natixis Financial Products Inc.; and Reciprocal financial guarantee contract between Natixis and V Natixis Real Estate Capital Inc. At its meeting of December 19, 2019, the Board of Directors also reviewed all related party agreements that have been authorized by the Board over previous fiscal years, which continued to have an impact during the 2019 fiscal year. Based on the criteria used for its initial approval, the Board of Directors upheld the authorization of all these agreements.

D – Internal charter on related party agreements

At its meeting of February 17, 2013, the Board of Directors of Natixis drew up an internal charter on “related party agreements” in accordance with AMF recommendation No. 2012-05, updated on December 17, 2014 to include the changes made by Order No. 2014-863 of July 31, 2014. This charter defines the criteria for establishing “related party agreements” in accordance with the provisions of Article L.225-38 of the French Commercial Code. In particular, it sets out the procedure to be followed, from the notification of the Board of Directors to approval by the General Shareholders’ Meeting, in light of the Statutory Auditors’ special report (see Statutory Auditors’ special report on related party agreements in Chapter 8 “General Shareholders’ Meetings”) . At its February 12, 2019 meeting, in accordance with regulations in force and Article L.225-38 of the French Commercial Code, the Board authorized Natixis' proposed sale of its Specialized Financial Services division's Securities & Guarantees (CEGC), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and securities custody/account administration (EuroTitres) businesses to BPCE. It also reviewed the draft agreements for the sale by Natixis to BPCE of all shares held by Natixis in CEGC, Natixis Lease, Natixis Factor and Natixis Financement (the “Disposal Agreement”) and the agreement for the sale by Natixis to BPCE of EuroTitres' goodwill (the “EuroTitres Agreement”). After this review, the Board authorized Natixis to sign the Disposal Agreement and the EuroTitres Agreement, including their appendices. The Board believes that Project Smith and the signing of the Disposal Agreement and the EuroTitres Agreement, which indicates a total sale price of €2.7 billion, is in the interests of Natixis, given the Project’s strategic benefit to the Company and the fair price. Project Smith has enabled Natixis to improve its strategic growth capacity and achieve, ahead of schedule, its 2020 target CET1 ratio of 11%. It also provides the Company with more strategic flexibility so it can accelerate the implementation of its asset-light model while consolidating its distinctive, high added-value expertise, which is light in capital and low on cost of risk. At its meeting of December 19, 2019, the Board of Directors authorized new agreements between CNP Assurances, BPCE, Natixis SA and BPCE Vie. The Board of Directors deemed that these agreements were justified in terms of the corporate interest given that they are integrated within the Group’s overall bancassurance business model while at the same time preserving the interests of customers, the level of fees and commissions, and service quality during the period covered by said agreements. The following agreements were authorized: Agreement modifying the new partnership agreements, entered V into by CNP Assurances, BPCE, Natixis and BPCE Vie. This agreement modifies the Memorandum of Understanding reached in 2015 and several of the new partnership agreements enacted to implement it. The agreement, which would entered into force on January 1, 2020, primarily provides for:

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Review of agreements pertaining to ongoing transactions

A procedure for regularly reviewing agreements pertaining to ongoing transactions and entered into under normal conditions is currently being established and will be submitted to the 2020 Board of Directors.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019

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