NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

For each matter submitted for review and analysis, the Audit Committee had the opportunity to hear from relevant Natixis personnel as well as to familiarize itself with reports on these matters. The Audit Committee monitored the statutory audit of Natixis’ yearly, half-yearly and quarterly parent company and consolidated financial statements, as well as its draft budgets, before they were presented to Natixis’ Board of Directors. Depending on the agenda, various Audit Committee Meetings were also attended by Natixis’ Chief Financial Officer, the Chief Risk

Officer, the Corporate Secretary as well as the Head of Accounting and Ratios and the Natixis and BPCE Head of Inspection Générale. For the purposes of performing the audit the financial statements, the Audit Committee is sent a copy of the reports of the Finance Department and the comments of the Statutory Auditors regarding annual financial statements and the review of the half-year and quarterly financial statements.

In 2019, the Audit Committee’s duties focused on the following items in particular:

Financial position

Review of the quarterly, half-yearly and annual parent company and consolidated financial statements V Review of 2020 budget including the reconciliation with the stress tests and the Risk Appetite Framework V Statutory Auditors’ observations V Review of the results of the sharing arrangements for the US affiliates of Natixis Investment Managers and DNCA V

Other items

Progress made on the project to implement IFRS 16 and 17 V Review of IFRIC 23 V Presentation of changes to the memorandum on fair value V

Statutory Auditors’ audit plan for 2019, budget allocated for audits, and follow-up on completed/ongoing audits V Information on prior authorizations given by the leader of the Audit Committee for the completion of the Statutory V Auditors’ services Follow-up on the preparation of the 2019 Statutory Auditors’ reports on the parent company and consolidated V financial statements Follow-up on Statutory Auditors’ fees for 2019 (certification and other assignments) V Review of changes introduced by the Prospectus Directive V

Risk Committee 2.3.2.2 A – Organization In 2019, the Risk Committee had five members. At March 1, 2020 these members were: Bernard Oppetit Chairman Catherine Pariset Member BPCE, represented by Catherine Halberstadt Member Nicole Etchegoïnberry Member Christophe Pinault Member Two of the five members are independent members (Catherine Pariset and Bernard Oppetit). Note that the opinions and recommendations of the Risk Committee are adopted if the majority of members present, including the Chairman, vote for them. The Chairman and the members of the Risk Committee have an enhanced understanding of Natixis’ risk management and internal control as a result of their extensive expertise gained over the course of their professional careers. Over the course of the 2019 fiscal year, and in compliance with the US Dodd-Frank Act, the US Risk Committee met five times. On October 17 and 18, 2019, the US Risk Committee met in New York so that Committee members could be in closer contact with the local teams. The US Risk Committee’s membership is the same as the Risk Committee. It is tasked with monitoring the management of risks related to Combined US Operations.

B – Role and powers Natixis’ Risk Committee has internal rules specifying its powers and its operating procedures, the latest version of which was approved by the Board of Directors on November 7, 2017. Under the authority of the Natixis Board of Directors, the Risk Committee’s primary duties are in particular: advising the Board of Directors on the bank’s overall strategy and V risk appetite, both current and future; assisting the Board of Directors when it checks the implementation V of that strategy by the executive managers and by the Head of Risk Management; issuing an opinion on the procedures established by Natixis that V are used to ensure compliance with regulations as well as risk monitoring and control; to that end, it receives the reports of Natixis’ Risk Committees and those of its subsidiaries, as well as the reports on risks, specifically operational, market or counterparty risks, prepared at the behest of the Company’s Chief Executive Officer; monitoring the effectiveness of the internal control and risk V management systems; assisting the Board of Directors in determining guidelines and V verifying that the executive managers have properly implemented the supervisory mechanisms, especially in terms of the separation of duties and the prevention of conflicts of interest, that ensure the company is effectively and prudently managed; reviewing, pursuant to its remit, whether the prices of products and V services proposed to clients are compatible with Natixis’ risk strategy. If these prices do not correctly reflect the risks, the committee presents the Board of Directors with an action plan to remedy the situation;

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019