NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

a summary of General Inspection Department reports on Natixis and its subsidiaries is prepared for the Risk Committee, which also receives all reports from the regulatory and supervisory authorities (specifically the ACPR) on Natixis and its subsidiaries; addressing Natixis’ annual General Inspection program, including V audits of subsidiaries, with this program being presented to the Committee at least one week prior to its approval. At the proposal of the Chairman, the Risk Committee may, if deemed appropriate by the committee and after consulting the Chairman of the Board of Directors, invite to its meetings any Natixis manager (including managers of one of the main subsidiaries or the Chairman of its Risk Committee) who is able to shed light on issues handled by the Risk Committee. It can also invite the Chief Financial Officer, the Chief Risk Officer, the Corporate Secretary, the Natixis Head of General Inspection, the BPCE Head of Inspection Générale, and Natixis’ Statutory Auditors. The Chief Risk Officer, the Compliance Officer, and the Natixis Head of General Inspection have permanent direct access to the Risk Committee. C – Work of the Risk Committee in 2019 The Risk Committee met nine times in fiscal year 2019. The attendance rate was 91% for the year as a whole. Each director’s individual attendance rate at Risk 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.

reviewing, without prejudice to the responsibilities of the V Compensation Committee, whether the incentives set out by Natixis’ compensation policy and practices are compatible with this latter’s situation with regard to the risks to which it is exposed, its capital, its liquidity and the probability and scheduling of the expected benefits; assisting the Board of Directors in reviewing the aforementioned V governance mechanism, assessing its effectiveness and ensuring that corrective measures have been taken to remedy any shortcomings; regularly examining the strategies and policies governing the V taking, management, monitoring and reduction of the risks to which Natixis is or could be exposed, including risks created by the economic environment. To that end, at least once a year the Risk Committee analyzes the documents used to define and monitor Natixis’ risk appetite, namely the Risk Appetite Statement and the Risk Appetite Framework. The Risk Committee studies all limit changes that took place between two annual reviews, including changes to industry-based limits; examining compliance risk monitoring-related items at least once V a year, pursuant to Article 253 of the French Ministerial Order of November 3, 2014 on internal control of banking sector businesses, payment services, and investment services; giving its opinion on the appointment or dismissal of the Head of V General Inspection at Natixis; ensuring that the findings of assignments carried out by the V General Inspection Department and by regulatory and supervisory authorities (specifically the Autorité de Contrôle Prudentiel et de Résolution, ACPR — French Prudential Supervisory Authority for the Banking and Insurance Sector) are followed up on; to that end,

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In 2019, the Risk Committee’s duties focused on the following items:

Risk management

Key points from the risk dashboard and the bank’s risk environment outlook V Update on efforts to align the price policy with risk appetite (P&L upfront, Specialized Financing RWA) and an V appraisal of the prices of products and services offered to clients in view of the risk strategy of Natixis Assurances Annual review of the Risk Appetite Framework (RAF) V Annual review of indicators under the French Ministerial Order of November 3, 2014 V Update on the ECB’s market and credit TRIM (Targeted Review of Internal Models) V Update on risk model management V Update on the proposed benchmark reform V Update on H2O and the liquidity risk of Natixis Investment Managers funds and its framework V The BCBS 239 governance framework V Update on internal stress tests (selected scenarios, changes in methodology and results) V Presentation of the ICAAP (Internal Capital Adequacy Assessment Process) V Update on liquidity and the establishment of the LRO (Liquidity Risk Office) V Annual analysis of contingency plans, particularly in light of the results of the alternative scenarios regarding V Evaluation of the effectiveness of the internal control framework and the Risks function procedures in place V for fiscal year 2018 in accordance with the French Ministerial Order of November 3, 2014 Review of assignments conducted by Natixis General Inspection and BPCE Inspection Générale during the fiscal V year Monitoring of the implementation of recommendations made by Natixis General Inspection and BPCE V Inspection Générale liquidity positions and risk mitigation factors/review of ALM standards Check that the compensation policy is compatible with the risks V Review of the activity and results of compliance control V Update on cybersecurity V Update on the compliance framework and annual update on MiFID II V Evaluation of the effectiveness of the internal control framework and the compliance function procedures in place V Presentation of the results of the McKinsey audit, alignment of the risk framework, and approval of three-year V projected resource needs Conclusions of the audit on Asset Management’s Risk and Compliance framework V Approval of the action plan on autocalls in Asia V Proposed benchmark reform V Presentation of the annual report on internal control V Presentation of the proposed audit program for 2020 V Presentation of the Natixis General Inspection Department’s budget V

Internal control

Compliance

Other items

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019