NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

As executive managers, François Riahi and Marc Vincent stand surety and assume full liability toward the supervisory authorities, specifically the Autorité de Contrôle Prudentiel et de Résolution (ACPR — French Prudential Supervisory Authority for the Banking and Insurance Sector) and the European Central Bank (ECB), for the following activities: the bank’s effective management, within the meaning V of Article L.511-13 of the French Monetary and Financial Code; disclosure to the ACPR of any accounting or financial documents V that the ACPR may request, and responses to any questions or requests for information, per Articles L.571-4 to L.571-9 of the same Code; the periodic evaluation and control of the effectiveness of the V mechanisms and procedures set up to comply with the French Ministerial Order of November 3, 2014 on internal control of banking sector businesses; the determination of capital requirements. V In this context, the executive managers are authorized to request and receive all useful information from any division, department, controlled entity or subsidiary of Natixis. In the event of the absence of the Chief Executive Officer, the other executive managers will ensure business continuity until the Board of Directors appoints a new Chief Executive Officer based on a recommendation by the Appointment Committee. Senior Management Committee 2.3.3.3 Following Natixis’ conversion into a French société anonyme with a Board of Directors, a Senior Management Committee was set up in early May 2009 in order to examine and validate the company’s main decisions and steer its management. Barring exceptions, it meets weekly, chaired by the Chief Executive Officer. It consists of the heads of Natixis' four main businesses (Asset & Wealth Management, Corporate & Investment Banking, Insurance and Payments) and support functions. At March 1, 2020, the Senior Management Committee’s members, in addition to the Chief Executive Officer, were Nathalie Bricker (Finance), Anne Lebel (Human Resources and Corporate Culture), Jean-François Lequoy (Insurance), André-Jean Olivier (Corporate Secretary), Jean Raby (Asset & Wealth Management), Véronique Sani (Technology and Transformation), Pierre-Antoine Vacheron (Payments), Olivier Vigneron (Risks) and Marc Vincent (Corporate & Investment Banking). As part of Natixis' New Dimension strategic plan, the company set gender equality targets, according to which women should represent 20% of Senior Management Committee members, 30% of Global Leaders (inner leadership circle) and 40% of Purple Leaders (extended leadership). These targets were applied to the various business lines in 2018 ( See Chapter 6, Section 6.6.1.2 ). Work of the Senior Management Committee in 2019 Except where circumstances prevented them from doing so, the members of the Senior Management Committee were present at all meetings in 2019. Representatives from the business lines or different support functions were invited to present projects or policies falling within their departmental remits.

At its annual off-site meeting on September 25, 2019, the Natixis Strategic Committee analyzed the following points: the evolution of Natixis’ business mix; V update on the New Dimension strategic plan; V focus on Global Markets and Payments activities; V major trends in our environment (low interest rates, technological V and regulatory challenges); update on the competitive outlook and reflections on the business V line portfolio; presentation of the next strategic plan’s preparation schedule. V The Chief Executive Officer is responsible for the Natixis’ senior management, in accordance with the Board of Directors’ decision of April 30, 2009 to separate the offices of Chairman of the Board and Chief Executive Officer. On April 27, 2018, the Board of Directors accepted the resignation of Laurent Mignon from his duties as Chief Executive Officer of Natixis, effective June 1, 2018, and decided, following the favorable opinion of the Appointment Committee, to appoint François Riahi as his replacement effective June 1, 2018, for a period of four years ending with the adjournment of the 2022 Natixis General Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31, 2021. François Riahi therefore became executive manager of Natixis ( dirigeant effectif , as defined by Articles L.511-13 and L.532-2 of the French Monetary and Financial Code). The Chief Executive Officer may delegate a portion of his powers to any corporate officer of his choosing, with or without the option of substituting one for another. In light of this fact, Natixis has a comprehensive system for assigning and monitoring delegations of authority, including signing authority, which encompasses the delegation of Senior Management responsibilities to members of the Senior Management Committee. Furthermore, each business line and support function has defined and regularly updates its own signing authority rules, in keeping with the fundamental principles laid down by Senior Management. On the Chief Executive Officer’s recommendation, the Board of Directors may appoint one to five Deputy Chief Executive Officers from among the directors or otherwise to assist the Chief Executive Officer. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief Executive Officers. They have the same powers with respect to third parties as the Chief Executive Officer. Executive managers 2.3.3.2 Pursuant to Article L.511-13 and L.532-2 of the French Monetary and Financial Code, Natixis currently has two executive managers: François Riahi, Chief Executive Officer, and Marc Vincent, Head of Corporate & Investment Banking. Senior management 2.3.3 Chief Executive Officer 2.3.3.1

2

75

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019