Natixis has a strong position in all of its business divisions. As the banking partner of nearly all the largest companies in France, it also plays a very active role in serving fi nancial institutions (banks, insurance companies, pension funds, etc.). It has gradually built up an ever-expanding international customer base.
No. 3 in credit insurance with Coface. Its Services business is based on powerful and fl exible industrial platforms. Natixis is also No. 1 in private equity in the French SMB market.
Our fi rst-half results were very good and ahead of objectives.
– Frankfurt – Frederiksberg – Hamburg – Hanover – Istanbul – Karlsruhe – Kiev – La Coruna – Lausanne – Linz – Lisbon – Ljubljana – London – Louvain-la-N euve – Luxembourg – Madrid
– Valencia – Warsaw – Vienna – VILNIUS – Watford – Windhof – Zagreb – Zürich – Asia-Africa-Asia-Pacifi c – Abidjan – Algiers – Almaty – Bamako – Bangalore – Bangkok – Béjaïa – Beijing
Fiscal year Gross dividend per share * (in €) Payment date
Based on a share price of €13.14 on December 31, 2007, the initial investment had appreciated to 13.14 x 1.255 = €16.49 at that date, representing average annual growth of 8.3%.
It also availed the opportunity to build up Natixis’ visibility amongst major listed companies on the Paris Stock
The corporate governance of Natixis, in its current form, is based on the decisions adopted by Natexis Banques Populaires’ Annual
All four of these members satisfy the criteria for independent members as set out in the AFEP/MEDEF reports. Banking relationships between Natixis and the groups headed by these two individuals do not affect the impartiality of their judgment. However, it should be noted that Jean-Charles
Under the terms of the agreement between the two core shareholders, Chairmanship of the Supervisory Board shall be held alternately by a representative of one of the two shareholders for a period of six years. The fi rst Vice-
Under the terms of the shareholders’ agreement, the appointment or dismissal of any Board member requires the agreement of the two core shareholders and a double majority vote by members of the Supervisory Board present and represented and members representing each of the two shareholders.
Permanent representative of bred Banque Populaire, Director of BICEC – Banque Internationale pour le Commerce, l’Epargne et le Crédit
Member of the Supervisory Board of Fonds de Garantie des Dépôts
Chairman of the Supervisory Board of M . A. Banque – Multi Acces Banque
Permanent representative of GCE Immobilier, Member of the Supervisory Board of SOGIMA
At least once a quarter and in practice at each meeting, the
Each Supervisory Board member must declare any trading in the company’s shares, in accordance with the provisions of Article L.621-18-2 of the French Monetary and Financial
Executive Board in the context of the Internal rules: To wit, the Supervisory Board has decided, in accordance with Article R. 225-54 of the Code of Commerce, that: disposals of buildings up to a value of €10 million per transaction, disposals of participating interests in any form of company or grouping, up to a value of €10 million per transaction, disposals of participating interests in any form of company or grouping created solely for the purpose of carrying out corporate or investment banking transactions, irrespective of the value, may be decided by the Executive Board without prior authorization from the Supervisory Board.
Board reports, budgets and the company and consolidated fi nancial statements, in accordance with the provisions required by law and the bylaws.
Vis-à-vis third parties, any actions concerning the company shall be carried out by the Executive Chairman or a Chief
In accordance with the agreement signed on November 17, 2006, the two shareholders are equally represented on the Risk
Supervisory Board, as well as company fi nancial documents handed out on approval of the fi nancial statements; it gives an opinion on the choice or renewal of the company’s statutory auditors and examines the scope of their work, the results of their investigations and their recommendations, as well as any actions taken on the basis of these recommendations; ■
Executive Board, which presented broad business trends for the period elapsed between each Board meeting, the
Information concerning these compensation elements will be included in the 2008 R egistration Document.
Caisse Nationale des Caisses d’Epargne Member of SB 20,000 21,500 41,500
Executive Management has been convicted of fraud over the past fi ve years (minimum), has been subject to bankruptcy, liquidation or receivership over the past fi ve years (minimum), has been offi cially incriminated or punished by corporate or regulatory authorities, has been enjoined from acting as a director or executive of an issuer or from managing or participating in the business of an issuer over the last fi ve years
Jean-Marc Moriani, Global Head of CIB, presented a draft reorganization plan at the end of December 2007.
Public Sector – and is structured to include senior bankers, industry sector groups and regional departments, with priority assigned to local customer relations and sector expertise.
Natixis Lease lived up to its major-player status in 2007, by providing lease fi nance for sizeable real estate and non-real estate deals for large accounts. Activities were extended into the IT operational leasing segment via the creation of Lease
Review’s “Aviation Financing of the Year” award for a deal tailored to the needs of the aircraft manufacturer Embraer.
The Shipping business also fared well during the year. By leveraging its international network and focusing on specifi c sectors, Shipping successfully arranged and syndicated 40 deals for companies working in the offshore segment (especially for Gulmar in Asia) and in transport (Shanghai Puyuan Co.
(source Dealogic/Bondware). This performance signifi cantly enhanced our penetration in Europe, especially in Spain, Italy,
and a London offi ce specializing in raw materials and energy.
Although the CDO business naturally suffered from the gradual drying-up of the markets during the second half of the year,
Coverage includes tracking the economic situation with economic and fi nancial forecasts, analyzing interest rate, currency and equity markets, preparing country assessments and compiling investment strategies. Some 40 key countries are covered in total, including the main emerging countries.
“laurel” to the Natixis Emerging Europe Fund RC in the fi ve-year fund category. In its annual Grands prix de la
The line of products and services for private banking clients has developed considerably, particularly since Foncier Assurance joined Natixis Assurances at the end of June 2007. This 60%owned subsidiary of Natixis Assurances (the balance is held by Crédit Foncier de France) is totally integrated with its parent company. Natixis Assurances’ aim with this new subsidiary is to build a similar market share in the independent fi nancial advisor and partnership channels to that held in the bancassurance segment, i.e. equivalent to €1 billion in revenues in 2011.
Natixis Garanties is seeking to enhance the performance of online tools and services in order to develop new solutions that exploit the variety of customer communication channels. These solutions should enable us to become a leading player in multibusiness fi nancial guarantees at the European level, and to balance fl ows of business between Groupe Caisse d’Epargne and Groupe Banque Populaire, and other partners. TOTAL COMMITMENTS GIVEN
Natixis Interépargne has been a leading manager of employee savings accounts for several years and maintained its rate of growth in 2007. The number of client companies climbed by 15% to more than 35,000.
Natixis Interépargne provides specifi c employee-savings products for professionals and small-to-medium-sized businesses that are distributed by the Banques Populaires and the Caisses d’Epargne (since October 2007 for the latter).
Natixis Paiements has teamed up with the Banques Populaires network in order to capitalize on growth in the market for cards for individuals. More specifi cally, the two partners are developing tools that will pave the way to the launch of numerous innovative products (pre-paid, affi nity, multi-visual cards, etc.).
Partecis, a 50/50-owned joint venture with BNP Paribas, is developing and gradually delivering the fi rst mutualized e-cash tools.
Natixis is a key European player in the retail and institutional custody, fund administration and corporate trust fi elds.
2007 featured sustained activity levels, expansion of the range of services (a new comprehensive and fl exible product line to support growth in private equity, a tool for calculating value-atrisk and conducting stress-tests for asset managers, etc.), and two signifi cant acquisitions: CACEIS completed the purchase of HypoVereinsbank’s institutional custody business and renamed it CACEIS Bank
The focus is on providing solutions that assist companies in managing, protecting and fi nancing their customer receivables, via four constituent activities, namely business information, receivables management, credit insurance and factoring. In addition to these four activities, the division manages public export guarantees granted by the French state to Coface and Natixis, especially prospection insurance, credit insurance for exports fi nanced for over two years, foreign exchange insurance, and overseas investment guarantees.
Populaire’s regional footing. They are loyal to their original business and ensure a high standard of banking relations with customers on a day-to-day basis, playing an active role in the economic development of the region.
7.8 million customers including 6.5 million personal banking customers and 1.1 million small businesses and corporate clients.
Its expertise stems from a local presence, with specialist advisors in each branch, including Crédit Maritime – market leader among professionals in the maritime industry – and
June. The ESU paved the way for the creation and start-up of personnel representative bodies common to the two entities.
A profi t- sharing agreement was signed for the 2007 fi nancial year. The agreement applied to the Natixis SA-Ixis CIB
In order to provide a more comprehensive view of all benefi ts received by employees in 2006, a “Remuneration Document”
Income, Rates, Credit and ECDA Equity Derivatives, etc.) were migrated to the target platforms between May and October, followed by the corresponding accounting migration in
The implementation of the target network infrastructure, as well as the merger of the messaging system and a single workstation architecture for the entire parent company will be completed at the start of 2008.
In the Services area, the Securities IS convergence target has been defi ned. It is based on the DEFI application (on which redevelopment work will be completed in 2008) for the retail client segment, while the migration project is currently being prepared within Groupe Caisse d’Epargne .
Raising the awareness of our employees contributes to the adoption of actions leading to a reduction in the consumption of resources, the recycling of waste, the optimizing travel and establishing a responsible purchasing policy. Finally, by supporting projects that are outside the scope of its traditional business, Natixis opens itself up to civil society through its philanthropic cultural activities and its commitment to the fi ght against malaria.
permits; optional products which are being quickly developed can also be offered; on the credit markets for projects meeting the criteria of the Kyoto Protocol: l oans for Kyoto projects in emerging countries are expanding and these assets are becoming more and more liquid. These credits can be bought/sold forward through Natixis.
Lease has fi nanced a total of 100 wind farms producing 924.75 MW.
(21 farms); €18.4 million in hydraulic for 12.30 MW (3 plants); €10.7 million in biomass for 20 MW (1 plant); €7.6 million in solar photovoltaic for 1.40 MW
Furthermore, in the interest of using the new technologies to eliminate meetings requiring travel, Natixis is encouraging telephonic conferences, video-conferencing and web conferences and their use is growing signifi cantly (video conferences: 856 reservations in 2007, 724 in 2006).
to centralize information from the different Natixis companies so as to identify a common base in terms of professional equality.
Similar initiatives were taken in the subsidiaries; studies were done in advance of establishing policies and taking action, notably with regard to training management on these issues.
(9) Parent c ompany data on 12/31/2007 including employees of Ixis CIB.(9) Parent c ompany data on 12/31/2007 including employees of Ixis CIB.
Natixis also increased its support for research by funding a project directed by Dr. Ménard at the Biological and Genetics
Bring the extra-fi nancial rating by Novethic of Natixis Asset Management SRI funds up to date.
Parent Company quantitative information includes Ixis CIB’s information on a full-year basis.
The number of employees by division are presented in the Human Resources chapter.
Total paper consumption includes white paper, colored paper, security printing paper, envelopes, internal and external printed matter, etc.
Populaires and Caisses d’Epargne. Although Natixis is entitled to participate in meetings of the cooperative shareholders
The risk factors described below elaborate on or give specifi c examples of these different types of risks, and describe certain additional risks faced by Natixis.
Natixis believes its capital and liquidity positions are currently adequate and it has suffi cient capacity to hold additional loans and CDOs until investor demand improves and yield requirements moderate, its capacity to retain these assets is not unlimited.
Future events may be different than those refl ected in the management assumptions and estimates used in the preparation of Natixis’ fi nancial statements, which may cause unexpected losses in the future
2007 was marked by the US real estate crisis. The sector has seen its deepest and longest crisis since the early 1980s, with new residential housing starts tumbling by around 25%
Reserve) dropped by a further 7.5% in 2007. In general, the dollar rose slightly against a very small number of emergingmarket currencies, stabilized against currencies with dollarpegged exchange rates (in the Middle East for instance) and depreciated against the vast majority of currencies worldwide
Net banking income not derived from the business lines was negative to the tune of €220 million. This €33 million deterioration relative to 2006 was largely due to the higher cost of fi nancing CCIs (cooperative investment certifi cates).
December 2006 and 48.5% at end-June 2007. The decrease in revenues in the American region (linked to the diffi culties encountered with securitization and proprietary management activities in the US), was partly offset by good performances in Europe.
Hong Kong and Singapore generated regional deal fl ows, which led the Department to open new specialist desks in
Despite the diffi cult second half conditions and the disruption caused by Natixis’ operational merger in 2007, Capital Markets’
■ continuing to develop its partnership with China’s Industrial Bank Corporation, in conjunction with the Corporate and
Asset Management’s operating expenses rose 15% or €171 million to €1.283bn. This equated to a 22% increase on a constant exchange rate basis: payroll expenses were the main culprit, and more specifi cally the sharp rise in variable remuneration arising from strong revenue growth; operating expenses excluding payroll costs rose by only 4%.
All in all, Services lifted net income by 30% to €310 million.
Following an outstanding 2006, Natixis Assurances suffered from the slowdown in the insurance market in 2007.
Banques Populaires’ Creodis product was not launched until the fi nal quarter of 2007.
The childcare service voucher business also expanded, with some 430,000 vouchers issued during the year.
Gross operating income progressed by 12% to €336.9 million, while the cost-income ratio worked out to 33%, unchanged from 2006.
Assets under management amounted to €17.3 billion at the end of 2007, an increase of 11.6% or €1.8 billion.
Caisses d’Epargne network under the “Contribution from associates” line, a decrease of 1%.
Since Natixis was created on November 17, 2006, the Risk department has been based on an organizational structure that unifi es Natixis and the former I xis Corporate & Investment
With respect to limit v iolation s, a Committee is held monthly to analyz e the situation using indicators (number, business lines concerned, etc.), to examine signifi cant v iolation s and to monitor their settlement.
To this end, a model has been built based on a statistical analysis of the behavior of all the market parameters affecting the value of the portfolios over a period of 365 days. The Bank’s Scénarisk software currently models more than 4,200 market risk factors.
VaR and loss-alert limits. They are determined consistently with these last. All operational limits are subject to day-today monitoring by the Market Risk team.
In 2007, Operational Risk took steps to bring its organization into line with that announced to the CECEI (the French credit and investment instiutions regulator). Second-tier inspection personnel were attached to Natixis’ Risk Department, either directly, or by a strong functional relationship of the hierarchical type.
Harris Associates and the plaintiffs have fi led a motion for summary judgment.
IFRS 4 showed that insurance liabilities evaluated under local standards were greater than the fair value of these liabilities after taking into account the surrender option incorporated into policies.
Risk and Finance departments and the project’s progress is reviewed by executive management on a quarterly basis.
January 1, 2007. Natixis Securities, is now a wholly-owned subsidiary of Natixis.
York and Washington, D.C. by and on behalf of certain state, county and municipal bond issuers in the U.S. The complaints allege a conspiracy to fi x prices, rig bids and allocate customers between 1992 and 2006. The various plaintiffs have also named some 40-plus other U.S. and European banks and brokers as defendants. The plaintiffs are seeking to certify a large class of bond issuers that seek injunctive relief and damages. The claimed damages are based on the alleged difference between interest payments actually received under certain municipal guaranteed investment contracts (“Muni
Panel on Multidistrict Litigation to consolidate all of the related civil actions in Washington, D.C. As of the date of this Offering
Financial liabilities at fair value through profi t and loss 8.1 165,030 133,392
Change in fair value of fi nancial instruments through equity (4)
(1) Share premiums, statutory reserve, contractual reserves, long-term capital gains reserve and other reserves of Natixis SA.
Ixis CIB, with plans to group the following together around three main business divisions: the Coverage division, which will manage the key account client approach at global level; ■
IAS 27, control is presumed to exist when the parent has: ownership, directly or indirectly through subsidiaries, of more than half of the voting power of an entity; power to govern the fi nancial and operating oilicies of the entity under a statute or an agreement; power to appoint or dismiss the majority of the members of the board of directors, or an equivalent governing body; power to cast the majority of votes at meetings of the board of directors or an equivalent governing body.
Banques Populaire and Caisses d’Epargne banks derives notably from the following requirements of the preliminary agreements concerning Natixis’ involvement in the operational and fi nancial management of the Banques Populaire and
State for 2007 to 2010. For the 2007 fi nancial statements, an amount of commissions estimated on a conservative basis has therefore been recorded in the income statement.
Lastly, the other goodwill items recorded, in the absence of any signifi cant valuation differences and whose distribution can be monitored in a reliable way, have been kept at their original amounts.
The discount rate applied is based on recent trading data. It represents the projected average rate of return on listed stocks in the sector concerned, based on their current share price, projected earnings for the coming years and an extrapolation of these rates on the basis of a constant perpetual growth rate.
The pro forma income statement at December 31, 2006 included under Note 5 therefore presents the income for the year recorded by the CIFG sub-group under income from discontinued operations.
fee on technical reserves due to business providers is recorded when provided for under the agreements applicable.
Entry of Kompass France, the business of which is fi nancial information. The purchase of this entity by Coface Services generated goodwill of €32.9 million,
Creation of the holding-companies Coface Holding Austria and Coface Holding SAS.
Luxembourg: they are in the business of managing fi nancial-restructuring operations,
Creation of Kompass Spain, a branch of Kompass France, which is in the business of fi nancial information,
Natixis (ex-Ixis CIB) restructured its management division under a Luxembourg holding company, Natixis Alternative
NATIXIS PRAMEX INTERNATIONAL - Madrid (formerly Natexis Pramex Iberica SA) *
International trade operations and promotion FI 100 99 0 0 Brazil
NATIXIS PROPERTY ASSET MANAGEMENT (formerly NATEXIS PROPERTY INVESTMENT) (27) (56) *
NATIXIS GLOBAL ASSOCIATES ITALY (formerly Ixis ASSET MANAGEMENT ITALY) (35) *
NATIXIS GLOBAL ASSOCIATES UK (formerly Ixis ASSET MANAGEMENT UK) (35) * Distribution FI 89 89 85 85 Great Britain
Credit insurance and related services FI 100 100 100 100 United States
Information provision and management of receivables FI 100 100 100 100 Austria
COFACE SERVICES NORTH AMERICA GROUP (formerly VERITAS GROUP ) * Holding FI 100 100 100 100 United States
Information provision and management of receivables 0 0 100 100 Costa Rica
Information provision and management of receivables 0 0 75 46 Israel
NATIXIS GARANTIES (formerly GCE GARANTIE) * Credit institution FI 100 100 100 100 France
CIFG SERVICES INC (49) Services 0 0 100 100 United States
COFACE DANMARK-SUCC (COFACE KREDIT) Insurance FI 100 100 100 100 Denmark
COFACE SLOVAKIA INSURANCE -SUCC (COFACE AUSTRIA) (12) Insurance FI 100 100 0 0 Slovakia
Non-fi nancial / Insurance institution EM 7 7 7 7 France
Credit institution / Surety company EM 20 20 20 20 France * Former name.
(1) Created in 2007, 100% subsidiary of the holding company Natixis Malta Investments Limited.
(22) Resulting from the merger of Caisses d’Epargne Aquitaine Nord, Poitou-Charentes and Pays de l’Adour that occurred in December 2007.
On occasions, the fi nancial crisis has led Natixis to increase the level of its fi nancial support to certain previously unconsolidated
Of the funds managed by NGAM, only one fund required cash support. That is the ABS+ fund, which comprises mostly
(published by the IASB in June 2005 and adopted by the
Where the fair value of an available-for-sale fi nancial asset increases during a subsequent period, and this increase can be objectively linked to an event occurring after the impairment loss was charged to income: reversals of impairment losses on equity instruments are recorded in equity rather than in the income statement; reversals of impairment losses on debt instruments are recorded in income up to the amount of the previously recorded impairment loss.
Changes in the fair value of derivative instruments are recorded in equity for the effective portion of hedge. Only the ineffective portion of hedges affects the income statement at the balance sheet date under “net gains or losses on fi nancial instruments at fair value through profi t and loss”. Hedged items are not subject to any specifi c entries (other than those that would arise if they were not hedged).
Financial data instruments designated for accounting purposes as structural fair value hedges is similar to that used for fair value hedging derivatives. Changes in the fair value of portfolios of hedged instruments are recorded in a specifi c line in the balance sheet entitled “Revaluation surplus – portfolios hedged using interest rate hedges”, with a corresponding entry in the income statement.
At each balance sheet date, changes in the fair value excluding accrued interest of hedging instruments are compared with those of the hedged risk components for assets and liabilities
The hedging of a net investment in foreign currencies is used to hedge foreign currency risk linked to investments in dollars.
only if the model and the parameters used to obtain the valuation are observable.
If substantially all the risks and rewards of ownership of the fi nancial asset are neither retained nor transferred, Natixis then determines whether it has retained control of the fi nancial asset.
(“securities sold under repurchase agreements”). This fi nancial liability is recorded at amortized cost, not at fair value.
The fair value of borrowings and debt securities at variable rates is considered to correspond to their net carrying amount on the balance sheet.
Average number of ordinary shares in circulation over the period 1,220,693,389 584,970,228
Fair value of l oans and advances recorded at amortized cost
Exposure to credit risk Related credit derivatives Variation in fair value of loans or receivables
8.1.1.3 Conditions for classification of financial assets designated as at fair value
Financing, guarantee, securities, derivatives commitments 146 (58) 89 87 (59) 28
Write-offs of individual receivables (122) 74 (7) 15 (40) (100) 47 (13) 17 (49)
Available-for-sale fi nancial assets (1) 2 1 (2) 31 29 including
Natixis has six business segments, representing the six business lines identifi ed in Natixis’ organization structure: 10.1 - Corporate and Investment Banking (CIB)
and international private equity for a clientele of small and medium-sized, mostly unlisted companies by leveraging its own sales force; wealth management activities in France and Luxembourg, developed from the clientele of Caisses d’Epargne and
Receivables management has an extensive distribution network comprising: its own network inherited from Coface covering 64 countries, supported by the Credit Alliance network (91 countries); the Banques Populaires and Caisses d’Epargne retail banking networks, which are a major source of business for factoring activity in France and offer substantial development potential for the other activities of the business line.
Other activities not covered by these six core businesses are grouped under “Other businesses”, a category primarily comprising the functional departments (information systems, human resources, fi nance and internal audit).
Financial assets held to maturity 6,418 82 0 0 0 0 6,500
Loans and advances to customers (L&R) 28,958 23,288 10,617 13,554 13,554 21,547 987 112,505
Net gains or losses on fi nancial instruments at fair value through profi t and loss 192 177
Natixis’ Executive Board Members belong to the supplementary group pension scheme open to all of the Banque Populaire
At net banking income level, insurance income and expenses that are similar to banking income and expenses (principally interest and fees) are reclassifi ed under related line items in the banking format, in the interests of consistency. Movements in technical reserves and loss expenses are deducted from net banking income and not recognized as impairment losses.
At period-end on 31/12/2007, Natixis’ free fl oat, including shares owned by institutional investors and company-owned shares, amounted to 31% of the capital, with the remainder owned equally by BFBP and CNCE.
Subsequent to the transactions described above, CNCE and BFBP (via SNC Champion) placed some of the Natixis shares received as remuneration for the above-mentioned asset transfers with the market. This transaction increased Natixis’ free fl oat in a manner that maintained strict parity between the percentage equity interests held in Natixis by BFBP (directly and indirectly) and CNCE, respectively.
(structured investment vehicles) are highly-leveraged structures that invest in medium- or long-term assets with high ratings. SIVs refi nance by issuing commercial paper or medium- or long-term notes. With these issues being rated by rating agencies, SIVs need to satisfy liquidity ratios and are obliged to respect thresholds linked to the value of their portfolios. If these thresholds are attained or exceeded, they must liquidate assets. In view of observed changes in the
(excluding accrued interest) and their redemption price, are taken to income over the remaining life of the securities; debt securities held for investment are fi xed-income securities acquired with the intention of being held in principle to maturity. They are either match-funded or hedged against interest rate risk. They are recorded at cost (excluding accrued interest), and any premium or discount between cost and redemption price is deferred and taken to income over the remaining life of the securities; In accordance with French banking regulations, unrealized losses on these securities do not give rise to impairments, unless there is a high probability of divesting them before they mature, as a result of new circumstances and without prejudicing any impairments to be recognized in application of CRC 2002-03 in the event there is a risk of the issuer of the securities defaulting (cost of risk). Unrealized gains are not recognized; treasury shares are purchased for different purposes primarily to regulate the market price under a liquidity agreement. To this end, a total of 1,295,360 shares were held in the treasury stock portfolio at December 31, 2007, of which shares to the value of €17 million were classifi ed as trading account securities.
Natixis and companies linked to it either directly or indirectly, in line with the terms of Article L. 225-197-2 of the French
These instruments are classifi ed according to the purpose for which they are acquired: micro-hedging (hedging of specifi c transactions or positions); macro-hedging (structural balance sheet management); speculative position-taking; specialized management of a trading portfolio.
1.13.3 Interest rate, currency and equity options and forward contracts: The notional value of the instrument underlying the option or forward contract is recorded off-balance sheet, with hedging and trading transactions identifi ed separately.
11-30 AV PIERRE MENDÈS FRANCE 75013 PARIS 199,897 EUR 0 EUR 100.00%
EDIFICIO SANTA CATARINA,12 ANDAR SAO PAULO 88,015 BRL 0 BRL 100.00%
6 RUE DE L AMIRAL HAMELIN 75116 PARIS 5,897 EUR 8,915 EUR 94.00%
Intangible assets used in the business 134 73 937 (30) (1) 1,113
Property, plant & equipment used in the business 213 111 85 (50) 8 367
These fi nancial statements have been approved by the Executive Board. Our responsibility is to express an opinion on these fi nancial statements based on our audit.
On May 30, 2007, the Supervisory Board approved the provisions for an invoicing agreement relative to the affi liation of Natixis with
Corporate offi cers concerned: Charles Milhaud, Jean-Louis Tourret, Bernard Comolet, Michel Goudard, Stève Gentili, Yvan de la
Inc.); Natixis Funding Corp. (previously CDC Ixis Funding Corp.); and Natixis Commercial Paper Corp. (previously CDC Ixis
FINANCIAL DATA 6 Auditors’ report on related-party agreements 2.2.6 Service and partnership agreement between Ixis CIB and CNCE
CHAIRMAN’S REPORT ON CORPORATE GOVERNANCE AND INTERNAL CONTROL 7 Preparation and Organization of Tasks undertaken by the Supervisory Board
Many external standards apply, due to the variety of businesses in which Natixis operates, and the main ones are as follows: as a lending establishment, Natixis is governed by the provisions of the French Monetary and Financial Code
Natixis’ lending decision process, market risk charter, charter for measuring, controlling and managing operational risk, charter for managing compliance risk, etc.); Natixis Group’s audit charter; the general IT security policy which establishes governance rules relating to IT systems security and continuity and specifi es the security principles needing to be implemented; the charter which formally sets out the jurisdiction of the country managers in Natixis’ foreign offi ces and which organizes relations with the heads of the business lines represented locally; the “compliance manual” which defi nes all of the rules of good conduct applicable to Natixis staff (especially concerning confl icts of interest, money laundering, professional ethics and protecting confi dential information, etc.).
Natixis’ Executive Board and central institutions; ensuring that permanent compliance risk controls are consistent and effective.
Group indicators that offer the required visibility; standardize the Group’s operational security policies and introduce various standardized operational security performance charts; oversee the business continuity plan across the whole of the Group and ensure correct execution of the IT systems continuity plans; continue deploying all ITSS projects by adapting their content and organization to the Group’s new structure; develop permanent control of IT systems security with a project concerning operations, and archiving traces and proof; continue preventative action by introducing an awareness program for ITSS managers and staff; apply a systematic security policy for IT projects throughout the Group.
Within each business line, the Operational Risk offi cer from the Risk Department organizes and runs the business line
consolidated fi nancial statements using the consolidation system and manual developed and administered by Banque
As part of this project, all the databases corresponding to the different accounting code parameters were overhauled. These databases – Counterparties, Products, Activities, Applications and Structure – used by the ERP system, will make it possible to manage data shared by management applications and summary systems, thereby ensuring that all information is in standardized form and facilitating searches along the audit trail.
Report of the Executive Board on the resolutions to be put to the vote at the annual shareholders 399
In accordance with the applicable legal and regulatory provisions, shareholders may send in their proxy forms and postal voting forms either in paper form, or, upon a decision of the Executive Board published in the notice of meeting, by electronic means. The Executive Board may also decide that shareholders may take part in and vote at any shareholders by videoconferencing or electronic means under the conditions provided by the regulations.
The fifth resolution seeks approval of the consolidated fi nancial statements presented to the meeting, in accordance with the provisions of the French Commercial Code.covers the approval of the consolidated accounts, which were presented to the meeting in accordance with the clauses of the Commercial Code.
The purpose of the seventh resolution is to renew the authority granted to the Executive Board to grant stock options to employees or company offi cers of the Company or of companies associated with the Company within the meaning of Article L. 225-180 of the French Commercial Code, the authorization granted on November 17, 2006, having been used in full. The subscription price shall be set in accordance with applicable legal requirements pursuant to Article
The decisions corresponding to the renewal of authorities granted to the Executive Board for a period of 26 months, to carry out capital increases with maintenance or removal of the preferential subscription right, and to allow capital increases as part of certain special operations (payment of securities contributions, incorporation of bonuses, reserves, increase in capital reserved for employees, etc.) are submitted to shareholders’ votes in the eighth to the thirteenth resolutions.
Provisions of the bylaws concerning the administration and control of the Company (Title III, Articles 9 to 20 of the bylaws)
Plan or Plans. The member of the Supervisory Board appointed in this way shall not be taken into account in the calculation of the maximum number of members provided for by the fi rst subparagraph of this article.
No more than one third of the members of the Supervisory
Board or by a third of its members, either at the head offi ce or in any other place indicated in the notice of meeting.
French Commercial Code (x) which is substituted for them (in whole or in part) by reason of a merger, asset transfer or other transfer of its assets or (y) which has control thereof within the meaning of Article L. 233-3 I and II of the French Commercial
Article 17 – Powers of the Supervisory Board 17.1 The Supervisory Board shall exercise permanent control over the management of the Company by the Executive
For the purpose of increasing capital via the issue of ordinary shares or any capital securities, without preferential subscription rights accorded to shareholders
Extérieur issued 140,000 redeemable shares with a face value of FFR 5,000. Dividends are paid on November 25 of each year. Redemptions are made on the initiative of the borrower.
Options exercised by the 10 employees other than company offi cers that exercised the largest number of options
With this operation, the stake of the two reference shareholders which amounted to 840,278,640 shares in January 2007, increased to 842,072,854 shares in November 2007.
Board for a term of six years. The fi rst Chairman of the
Banques Populaires in terms of compliance with the rules of governance and internal organization within the Groupe
Since the Banques Populaires CCI do not carry voting rights, the particular infl uence of Natixis over the Banques Populaires will be characterized (i) by its legal infl uence arising from Natixis having the means to assess and make known its assessment of the consequences for Natixis of operational and fi nancial management decisions made by the Banques Populaires, and
Natixis and the Banques Populaires have agreed to maintain existing industrial and commercial relations for a period of at least 10 years with effect from the date of subscription of the
B - Description of the main provisions of the Caisses d’Epargne CCI Agreement
by Natixis to be maintained, on the understanding that, in this event, Natixis must submit the precise terms of the changes made necessary to CNCE and the Caisse d’Epargne concerned in order for them to be able to determine whether they should integrate the new aspects of infl uence in their arrangements or whether they should decide to exercise their right to repurchase the Caisses d’Epargne CCI.
the contribution by SNC Champion (a special-purpose company formed by the Banque Fédérale des Banques
At the end of this market transaction, CNCE and BFBP each owned 34.44% of Natixis. Since then, their respective share was increased to 34.45%.
Heading Registration document page number 14. Administrative, management, and supervisory bodies and senior management 14.2. Administrative, management, and supervisory bodies and senior management confl icts of interests 58 15. Remuneration and benefi ts 15.1. Amount of remuneration and benefi ts 53 - 57 15.2. Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefi ts 54 16. Board practices 16.1. Date of expiration of current term of offi ce 21 - 23 16.2. Service contracts with members of the administrative bodies 58 16.3. Information about the issuer’s audit committee and compensation committee 52 16.4. Whether or not the issuer complies with the corporate governance regime(s) in its country of incorporation 21 - 25 17. Employees 17.2. Directors’ shareholdings and stock options 54 ; 312 ; 413 - 414 17.3 Arrangements for involving employees in the issuer’s capital 417 ; 401 - 402 18. Major shareholders 18.1. Shareholders owning more than 5% of the share capital or voting rights 416 18.2. Different voting rights 398 18.3. Control over the issuer 418 18.4. Arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control 418 20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.2. Pro forma fi nancial information 244 - 245 20.4. Auditing of historical annual fi nancial information 316 - 317 ; 370 - 371 ; 372 - 386 20.5. Age of latest fi nancial information 181 20.6. Interim fi nancial information N.A.