NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Over the 2019 fiscal year, the US Risk Committee also worked on the following: approval of the revised US Risk Committee (USRC) charter; V assessment and approval of Enterprise Risk Management and V follow-up on work on the ERM project, particularly on risk detection and assessment; assessment and approval of the 2019 Compliance Plan; V review and monitoring of the US Chief Risk Officer’s priorities for V 2019; assessment and review of the roles and responsibilities of the US V Chief Risk Officer and the governance of Combined US Operations (CUSO) more generally; periodic review of changes to the business and risks of the US V platform, including compliance risks; periodic review of the platform’s regulatory environment; V follow-up on the project to expand Technology Risk Management; V periodic follow-up on the findings of the Loan Review and Audit, V and in particular the General Inspection’s review of credit risk; assessment of the conclusions of regulatory reviews and approval V (when necessary) of related action plans; liquidity risk supervision: review of the risk management system V and risk by product and activity; reinforcement of the Culture and Conduct framework; V detailed review of Upstream and GSCS activities; V examination and approval of the CUSO Risk Appetite Framework V (RAF); progress update on model validation in the context of the risk V model management framework; examination and follow-up on specific tasks within the Natixis IM V scope, particularly with respect to liquidity risk and strengthening compliance risk indicators. Compensation Committee 2.3.2.3 A – Organization The Compensation Committee has seven members. At March 1, 2020, those members were as follows: Nicolas de Tavernost

The number of independent directors on the Compensation Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef corporate governance code. It has a balanced composition (50% independent, 50% non-independent) and is 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 proposals of the Compensation Committee are adopted if the majority of members present, including the Chairman, vote for them. Changes made to the Compensation Committee in 2019:

Date appointed 04/04/2019 04/04/2019 28/05/2019

Director

Capacity

Diane de Saint Victor

Member Member Member

Henri Proglio (non-voting member)

Bernard Dupouy

B – Role and powers The role of Natixis’ Compensation Committee is to prepare the decisions that Natixis’ Board of Directors issues with regard to compensation, including Natixis employees who have a significant impact on the company’s risk. The Compensation Committee’s powers and operating procedures are detailed in the internal rules, the latest version of which was approved on December 17, 2014 by the Board of Directors. The Compensation Committee is responsible for submitting proposals to Natixis’ Board of Directors concerning: the amount and terms of compensation paid to the Chairman of V the Board of Directors of Natixis, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; the amount and terms of compensation paid to the CEO and, V where applicable, one or more Deputy CEOs, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; rules for allocating compensation to Natixis directors and the total V amount submitted to the shareholders at Natixis’ General Shareholders’ Meeting for a decision; the monitoring of the compensation of the Chief Risk Officer and V the Compliance Officer; whether Natixis’ compensation policy complies with regulations, V including for the category of staff referred to in the French Ministerial Order of November 3, 2014, as well as for employees referred to in French Law No. 2013-672 on the Separation and Regulation of Banking Activities (“SRAB”) and Section 619 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), or regulated categories of staff within Asset Management (AIFMD) or insurance activities (Solvency II); the annual review of Natixis’ compensation policy, specifically V those employee categories whose professional activities are likely to have a significant impact on the risk profile of Natixis or the Group. The Compensation Committee may have cause to review and issue an opinion on the insurance taken out by Natixis to cover its executive officers’ liability.

Chairman Member Member Member Member Member Member

Anne Lalou

Diane de Saint Victor Alain Condaminas Christophe Pinault

Bernard Dupouy

Henri Proglio (non-voting member)

Three

of

the

members

are

independent

(Anne Lalou,

Diane de Saint Victor and Nicolas de Tavernost).

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019