NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Policies and rules established for determining compensation and benefits of any kind for corporate officers

Policies and rules established 2.4 for determining compensation and benefits of any kind for corporate officers

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Natixis’ compensation policy is a key component in the implementation of the company’s strategy. It is structured in a way that promotes employee engagement over the long term and increases the company’s employer appeal, while discouraging excessive risk-taking. This section first details the principles of the compensation policy and the criteria applicable to compensation of executive corporate officers, which will be submitted for the approval of the next General Shareholders’ Meeting, and then provides information on the components of compensation paid during or allocated in respect of the previous fiscal year.

Information on the members, roles and powers of the Compensation Committee are detailed in the previous section of the corporate governance chapter (see section 2.3.2.3). Pursuant to Article L. 225-100 III of the French Commercial Code, payment of variable and exceptional compensation to executive corporate officers for the 2019 fiscal year is subject to approval by the General Shareholders’ Meeting convened to approve the financial statements for said fiscal year.

Compensation policy for corporate officers 2.4.1 Natixis’ compensation policy is pivotal to the implementation of a sustainable company strategy. The Board of Directors ensures that it is in line with the corporate interest. It ensures that the different components of compensation are balanced and that the benefits granted are in line with the duties performed. It also ensures that compensation is structured to promote long-term employee engagement and enhance the company’s appeal, while discouraging excessive risk taking.

of Directors. Together, they ensure compliance with conflict of interest regulations pursuant to applicable legislation and the Board of Directors’ internal rules. The compensation policy strictly complies with regulations in Natixis’ countries and sectors of operation, including the CRD, the French law on the separation and regulation of banking activities, the Volcker Rule, AIFMD, UCITS V, MiFID II and Solvency II. Compensation of executive corporate officers follows the principles of Natixis’ general compensation policy applicable to all employees, especially for employee categories whose professional activities have a significant impact on Natixis’ risk profile, details of which are set out in the annual report on compensation policies and practices published each year before the General Shareholders’ Meeting. After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay components of Natixis’ executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said components relate to performance.

It reflects the individual and collective performance of its business lines and employees, and incorporates financial and qualitative performance criteria, including extra-financial criteria and specifically Social and Environmental Responsibility. It also serves to align over time the interests of Natixis’ various stakeholders, ensuring that it is not a source of conflicts of interest between employees and clients, while promoting behaviors that are in line with Natixis’ culture and rules of good conduct. In order to ensure that the process for setting and amending the compensation policy is independent and relevant, the Compensation Committee (whose role is detailed in section 2.3.2.3) conducts an annual analysis of the principles of the compensation policy for corporate officers and formulates proposals for the Board

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019