NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

liability (civil, criminal and regulatory), capital markets activities, compliance principles, cyber security, and so forth; "ad hoc" training, provided as and when needed, to give Board V members the necessary knowledge and skills to perform their duties. The aim is to deeply examine issues related to the business lines or other topical issues, and memos from the members' secure website that address economic, accounting, regulatory, compliance, legal and other matters. The training is provided by internal, and occasionally external, trainers. Sixteen training sessions on 13 different topics were held in 2019. The 2019 training sessions were opened to members of the BPCE Supervisory Board and members of the Social and Economic Committee. Directors were also invited to attend sessions held by BPCE for Supervisory Board members. The training provided by Natixis this year covered the following topics: Natixis’ business lines and the strategic plan (with a focus on CSR V challenges); prudential, solvency and liquidity regulations; V the risk management system; V capital and financial market activities: rules, operation, controls V (with a focus on complex market products and associated risks); valuation mechanisms and the new accounting standards; V the Risk Appetite Framework; V main principles of compliance and current trends in regulation; V compensation mechanisms; V capital planning in the context of the SREP; V a director’s liability (civil, criminal, and regulatory); V cybersecurity. V the US risk framework; V risk model management; V

The directors also believe that the Board’s cohesion could be improved, in particular by organizing informal opportunities for discussion before or after Board meetings. The training provided to directors is very much appreciated and the training program is deemed to be of very high quality. The effort made in this area is being recognized. Finally, the directors believe that the work of the committees has improved over recent years and would like to discuss the creation of a CSR committee at a Board meeting. As a reminder, following the assessment of the Board of Directors and Special Committees conducted in 2018, corrective measures were enacted in 2019, namely: the appointment of Diane de Saint Victor, an independent director V with an international profile (in-depth knowledge of the industrial sector internationally, with part of her career spent in the United States), and enhancements to the training program, with 16 training sessions V conducted in 2019 on 13 different topics and a focus on market expertise. program In 2019, Natixis renewed the training program for Board members that it started in 2018. The resulting training program is also in line with the existing one for members of the BPCE Supervisory Board. The program covers three areas: “fundamentals” training for new Board members and others V interested in participating. It comprises modules to give Board members a useful understanding of the issues discussed at Board Meetings; “expertise” training on technical or complex issues so that Board V members can properly understand, monitor and validate technical or complex matters discussed at Board Meetings. The modules are spread over the course of the year and cover areas such as accounting and financial matters, risk management, director Board members training 2.3.1.5

Special Committees: offshoots of the Board of Directors 2.3.2 To assist it in its review process, prepare some of its deliberations and comply with the French Monetary and Financial Code, Natixis’ Board of Directors has five Special Committees: an Audit Committee, a Risk Committee, a Compensation Committee, an Appointment Committee and a Strategic Committee, each chaired by an independent director. Audit Committee 2.3.2.1 A – Organization In 2019, the Audit Committee had five members. As of March 1, 2020, these members were: Catherine Pariset Chairwoman Bernard Oppetit Member BPCE, represented by Catherine Halberstadt Member Sylvie Garcelon Member

Daniel de Beaurepaire (position previously held by Françoise Lemalle until February 6, 2020)

Member

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019