NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

substantial investments in order to generate cost savings. €50m was invested in this program in 2019. The Senior Management Committee regularly examined the company’s business development and results during its meetings throughout the year. It studied the annual, half-yearly and quarterly financial statements, before they were presented to the Board of Directors, and was involved in defining financial communications for the company. After in-depth discussions with the businesses and support functions involved, the Senior Management Committee approved the main management decisions, and reviewed and approved the budget, capital trajectory, Risk Appetite Framework, internal stress tests and ICAAP report. In addition, it approved the terms and conditions governing mandatory annual negotiations and the compensation review policy, the appointment of executive officers and managers, and all significant projects or investments. It also launched an analysis of Natixis’ real estate strategy, in partnership with BPCE as part of the DUO towers project. Furthermore, the Senior Management Committee monitored the management, risk management and compliance measures within Natixis, and regularly reviewed changes in the company’s risks, as well as the consequences of audits. Specifically, it conducted a crisis management exercise involving a simulated cyber attack. It also paid special attention to conduct issues at its quarterly committee meetings, which were broadened in scope to include culture. The Senior Management Committee also oversaw the implementation of Natixis’ CSR strategy. Specifically in terms of combating climate change, it oversaw the roll-out of the Green Weighting Factor project, which led to a favorable adjustment of risk-weighted assets for transactions that have a positive impact on climate and the environment, and an unfavorable adjustment for those that have a negative impact. Finally, it began an analysis to provide a basis for preparing the next 2021-2024 strategic plan. Executive Committee 2.3.3.4 Natixis has an Executive Committee comprising the members of the Senior Management Committee and the heads of certain business lines and support functions essential to the company’s success. The 44-member Executive Committee met quarterly in 2019 at seminars during which its members were invited to provide insight and analysis on the strategies proposed by the Senior Management Committee and to incorporate managerial information for the purposes of distributing it to the teams. Executive Committee members contributed to the preparation of the 2021-2024 strategic plan as sponsors of cross-business initiatives on specific themes or contributors to these working groups. Furthermore, they are regularly involved in different company projects, specifically in areas such as human resources (enhancing the leadership model, work on company culture), finance (projects focused on cost control) and the business lines.

2019 was the second year that the 2018-2020 New Dimension strategic plan was implemented across all Natixis business lines. New Dimension sets out three powerful initiatives to give its clients a broader range of high added-value solutions: deepening the business model transformation that it successfully began under the New Frontier plan, allocating a significant portion of its investments to digital technologies, and differentiating itself by taking the lead in the areas where Natixis’ teams are recognized for their exceptional skills. In this context, the Senior Management Committee studied the opportunities for external growth in Asset Management, Payments, M&A and the Specialized Financial Services, and supervised various projects or initiatives. As such, the Senior Management Committee studied and approved all the strategic operations carried out by Natixis, before presenting them to the company’s Board of Directors. Within Asset Management, of note were Natixis Investment Managers’ acquisitions of minority stakes in Fiera Capital (the leading independent distribution platform in Canada) and WCM Investment Management (an American investment company), in addition to the creation of two new affiliates, Thematics Asset Management and Vauban Infrastructure Partners. In addition, the Senior Management Committee studied a major project entailing the merger of the mainly insurance-related euro fixed-income management activities of Ostrum Asset Management and La Banque Postale Asset Management, which would pave the way for the establishment of a 100% SRI-oriented European leader. In Corporate & Investment Banking, of note was Natixis’ acquisition of a majority stake in Azure Capital, an Australian M&A advisory boutique, and the opening of a subsidiary in Saudi Arabia. In Specialized Financial Services, the Senior Management Committee oversaw the completion on March 31, 2019 of Natixis’ sale and BPCE’s acquisition of the Factoring, Sureties & Financial Guarantees, Leasing, Consumer Finance and Securities Services business lines. In Insurance, it oversaw the renewal of the non-life insurance partnership agreement between Groupe BPCE and Covéa. Furthermore, the Senior Management Committee oversaw Natixis’ adaptation to changes in the economic and regulatory environment in the banking and insurance sectors. Specifically, it regularly monitored any regulatory changes and initiatives. It launched several projects that aimed to improve Natixis’ strength and operational efficiency, including efforts to strengthen the support functions’ operating model, work on optimizing risk supervision, an initiative to expand the activities of the Porto branch, and a project to improve the corporate culture and create the “technology & transformation” division, enabling Natixis to focus resources and ambitions on these two key issues in terms of corporate conduct. It also encouraged initiatives to promote agility, specifically by launching an idea-sharing challenge for all employees with a view to promoting projects to simplify operations. The Senior Management Committee continued to work on implementing the Transformation and Operational Excellence program. Under this program, Natixis has committed to making

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019