NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

ensure that the fee amount paid by Natixis, or the percentage of V the net sales of the firms and networks represented by that fee, does not, by its nature, undermine the independence of the Statutory Auditors, establish the rules governing the services that the Statutory V Auditors may provide and governing the authorization of services other than the certification of the financial statements; monitoring the Statutory Auditors’ performance of their duties; V submitting a recommendation to Natixis’ Board of Directors for the V appointment of Statutory Auditors or auditing firms; reviewing the Statutory Auditors’ work schedule, the results of their V audits and recommendations, and any follow-up action thereof; issuing its opinion on the report presented to it on an annual basis V with regard to commercial relations between Natixis or one or more of its subsidiaries, and all or some of the entities forming Groupe BPCE; reporting regularly to the Board of Directors on the performance of V its duties. It also reports on the results of the certification of the financial statements, the way in which this duty contributed to the integrity of the financial information and the role it played in this process. Any difficulty encountered is reported without delay. The company’s Chief Executive Officer provides the Audit Committee with any documents and information it needs to perform its duties. The following list is not exhaustive: parent and consolidated financial, accounting, and regulatory V documents prepared periodically by the company; summary reports by the company’s Statutory Auditors; V any audit reports concerning the company; V accounting policies and methods applied within the company; V consolidated budgets, as well as any related documents provided V to the Board of Directors or, if applicable, the Audit Committee of the principal subsidiaries. The Audit Committee may submit to the Board of Directors any proposals to conduct an audit, especially concerning the financial statements of the company and its subsidiaries. The committee may also, if it deems it appropriate, call on the skills of outside experts or consultants for the purpose of explaining any topic that falls under its remit. The Audit Committee meets at least once a quarter. Minutes of the Audit Committee Meetings are prepared by the secretary of the Board of Directors. These minutes are shared with the Audit Committee members and approved at the following session. The Board of Directors is made aware of the Audit Committee’s work so that it can make fully informed decisions. C – Work of the Audit Committee in 2019 The Audit Committee met five times in fiscal year 2019. The attendance rate was 92% for the year as a whole. Each director’s individual attendance rate at Audit Committee Meetings is provided in section 2.2 of this chapter (see directors' individual fact sheets). Within a reasonable amount of time before a Committee Meeting, a digital file containing the items on the agenda is sent to each director via the secure DiliTrust electronic platform for review and analysis in preparation for the meeting.

The Audit Committee’s Chairwoman and members have extensive accounting and financial expertise gained over the course of their professional careers. Catherine Pariset has an auditing career spanning 35 years. Catherine Halberstadt was Chief Executive Officer of Banque Populaire du Massif Central for several years and has in-depth knowledge of retail banking and corporate financing. Sylvie Garcelon is Chief Executive Officer of CASDEN Banque Populaire, and as such has vast financial experience. Daniel de Beaurepaire has extensive knowledge in accountancy, finance and internal control and auditing. Bernard Oppetit is a financial market specialist and has extensive experience in complex financial products and alternative investment companies. Two of the five members are independent members (Catherine Pariset and Bernard Oppetit). Catherine Pariset chaired the Audit Committee for the entire period. Two-thirds of the Audit Committee are not independent members, despite the Afep-Medef code’s recommendation. This is so that the different components of the Company’s main shareholder are represented (members from the Caisse d’Epargne and the Banque Populaire banks, in addition to a representative of BPCE). However, the Committee is always chaired by an independent director. (See summary table on compliance with Afep-Medef code recommendations in section 2.3 of this chapter) . Furthermore, the opinions and recommendations of the Audit Committee are adopted if the majority of members present, including the Chairwoman, vote for them. Changes made to the Audit Committee since January 1, 2020: B – Role and powers Natixis’ Audit Committee has internal rules specifying its powers and its operating procedures, the latest version of which was approved by the Board of Directors on February 9, 2017. Under the authority of the Natixis Board of Directors, the Audit Committee’s primary duties are: checking the clarity of information published by Natixis, assessing V the relevance of the accounting methods adopted for the preparation of Natixis’ individual and consolidated financial statements, monitoring the process of preparing financial information (preparing the financial statements, the management report, etc.) and making recommendations to guarantee the integrity of this information; monitoring the statutory audit of the quarterly, half-yearly and V annual consolidated financial statements and annual individual financial statements, as well as Natixis’ draft budgets and material off-balance sheet commitments, far enough in advance to allow their presentation to Natixis’ Board of Directors; and the half-yearly and annual management reports; monitoring the effectiveness of the internal control and risk V management systems with regard to the procedures for preparing and processing accounting and financial information; ensuring the Statutory Auditors’ adherence to the independence V conditions by which they are bound; accordingly, the Committee must: Director Capacity Date of change Replaced by Françoise Lemalle Member 06/02/2020 Daniel de Beaurepaire

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019