NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

the secure DiliTrust electronic platform for review and analysis in preparation for the meeting. The Chief Executive Officer attended all meetings, except for the meeting during which his compensation was discussed, so that the Board members could hear his opinion on important issues and ask him any questions that they deemed relevant. The Chief Financial Officer, the Corporate Secretary and, as and when required, one or more business line heads have been invited to provide further information on subjects raised in meetings. Finally, the representatives of the Social and Economic Committee were invited to every Board of Directors meeting.

Work of the Board of Directors

2.3.1.3

in 2019 The Board of Directors held a total of 12 meetings in 2019. The attendance rate was 91% for the year as a whole (versus 94% in 2018). Each director’s individual attendance rate for Board of Directors’ Meetings is provided in section 2.2 of this chapter ( see directors' individual fact sheets). Within a reasonable amount of time before a Board Meeting, a digital file containing the items on the agenda is sent to each director via

The main topics addressed by the Board of Directors in 2019 were as follows:

Financial, cash position and Natixis' commitments

Review of the quarterly and half-yearly financial statements and approval of the annual financial statements V (parent company and consolidated) Approval of the individual financial statements of Natixis S.A. at December 31, 2018 under IFRS V Review and approval of 2020 budget V Economic and benchmark reviews/Business market review/Life of the stock V Review and approval of press releases V Approval of the Board’s management report including the corporate governance report and the report V on the use of authorizations to increase the Company’s share capital in 2018 Feedback on the work of the Audit Committee V Approval of the audit program for 2020 V Feedback on the work of the Risk Committee and the US Risk Committee V Approval and update of the Risk Appetite Framework (RAF) V Annual review of limits as defined in the Order of November 3, 2014 V Approval of contingency plans, particularly in light of the results of the alternative scenarios regarding liquidity positions V and risk mitigation factors Examination of the compliance risk management system and compliance control activity and results V Approval of liquidity risk tolerance V Comments on the H2O file V Approval of strategies, policies, procedures, systems, tools and limits with regard to liquidity risk and underlying V assumptions Approval of the ALM standards V Approval of the new annual report on internal control procedures for AML-CTF/asset freezing V Comments on the autocall action plan in Asia V Comments on the corruption and influence-peddling detection and prevention system V Overview of the senior management report (Volcker Rule) and update on the Volcker sector manual V Comments on interactions with regulators V Composition of Special Committees V Review of independent member status V Review of the summary assessment of the Board of Directors’ work in 2018 V Convening of the General Shareholders’ Meeting and the Annual Meeting for holders of participating securities V Review of the related party agreements and guarantees authorized during previous fiscal years V Authorization to sign regulatory guarantees and agreements V Feedback on the work of the Compensation Committee V Compensation of the Chairman of the Board of Directors for fiscal year 2018 and principles of compensation for fiscal V year 2019 Compensation of the Chief Executive Officer for fiscal year 2018 and principles of compensation for fiscal year 2019 V Approval of the 2018 annual report on compensation for the regulated population under CRD IV V Allocation of bonus shares as part of the 2019 Long-Term Incentive Plan V Allocation of bonus shares as part of deferred variable compensation V Approval of the compensation policy for directors for fiscal year 2019 V Review of the Risk and Compliance targets for compensation among the regulated population V (2018 summary and 2019 targets) Approval of the performance conditions for the regulated population and renewal of the Long-Term Incentive Plan V Feedback on the work of the Appointment Committee V Approval of the Board of Directors’ report on corporate governance V Adoption of a diversity policy for members of the Board of Directors V Update of the directors’ Compliance Charter (appended to the Internal Rules) V Appointment of a non-voting member V Reappointment of the Chairman of the Board of Directors V Co-opting of a new director V

Internal control Risk management Compliance

Corporate governance

Compensation

for Senior Management Committee members Compensation for the regulated population V

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019