PRESENTATION OF NATIXIS 3 1.2 History and links with BPCE 6 1.3 2012 Key fi gures 8 1.4 Natixis’ business lines 10 1.6 Natixis and its shareholders 37
CORPORATE GOVERNANCE 71 3.2 Structure of the corporate and executive bodies 73 3.3 Role and operating rules of the corporate bodies 102 3.4 Policies and rules for determining compensation and benefi ts of all kinds paid to members of the corporate bodies 115 3.5 Potential confl icts of interest 124 3.6 Chairman’s report on the internal control procedures 125 3.7 Statutory auditors’ report on the report prepared by the Chairman of the Board of Directors 140
RISK MANAGEMENT 141 4.1 Risk factors 143 4.2 Pillar III 149 4.3 Overall interest rate, liquidity, structural foreign exchange risks 179 4.4 Insurable risks 182 4.5 Legal risks 183 4.6 Insurance risks 188 4.7 Sensitive exposures in accordance with the recommendations of the Financial Stability Forum 193
FINANCIAL DATA 197 5.1 Management Report at December 31, 2012 198 5.2 Consolidated fi nancial statements and notes 218 5.3 Statutory Auditors’ report on the consolidated fi nancial statements 345 5.4 Parent company fi nancial statements and notes 347 5.5 Statutory Auditors’ report on the company fi nancial statements 394 5.6 Statutory Auditors’ special report on related party agreements and commitments 396
This registration document was fi led with the French Financial Markets Authority on March 19 , 2013 , in accordance with Article 212-13 of the general regulations of the French Financial Markets Authority. It may be used in connection with a fi nancial transaction only if accompanied by a transaction note approved by the French Financial Markets Authority.
The document has been prepared by the issuer and its signatories incur liability in this regard. This registration document includes all components of the annual fi nancial report mentioned in section I of Article L.451-1-2 of the French Monetary and Financial Code and Article 222-3 of the general regulations of the French Financial Markets Authority. A cross-reference table showing documents referred to in Article 222-3 of the general regulations of the French Financial Markets Authority and the corresponding sections of this registration document appear on page 449 .
Copies of the present registration document are available free of charge from Natixis, Immeuble Arc de Seine, 30, avenue Pierre Mendès France, 75013 Paris, France.
1.2 HISTORY AND LINKS WITH BPCE 6 1.2.2 Financial solidarity mechanism 6 1.2.3 BPCE organization chart 7 1.3.1 Income statement 8 1.3.2 Financial structure (Basel 2.5) 8 1.3.3 Net revenues by business 8 1.3.4 Pre-tax profi t by business 9 1.3.5 Long- and short-term ratings (as of February 2013) 9 1.3.6 2013 Investor Relations calendar 9 1.4 NATIXIS’ BUSINESS LINES 10 1.4.1 Wholesale Banking 10 1.4.2 Investment Solutions 14 1.4.3 Specialized Financial Services 20 1.4.5 Major contracts 29 1.4.6 Financial investments 32
Natixis is the corporate, investment and fi nancial services arm of Groupe BPCE, the 2nd largest banking group in France (1) with 36 million customers spread over two networks, Banque Populaire and Caisse d’Epargne. Natixis is listed on the Paris stock exchange.
With more than 22 ,000 employees, Natixis boats a number of areas of recognized expertise which are divided into in three main business lines: Wholesale Banking, Investment Solutions (A sset M anagement, Private Banking, I nsurance, Private Equity) and Specialized Financial Services.
(1) No. 2 in terms of number of branches (source: database, bank websites), No. 2 in terms of market share in customer savings deposits and customer loans (source: Banque de France Q3 2012 ), No. 2 in terms of market penetration on the individual professional and entrepreneur markets (source: Pépites CSA 2011 -2012 survey).
• “Multi-boutique” structure with around twenty management companies with multiple investment approaches
• Equity stakes in unlisted companies for third investors: venture capital, expansion capital, transmission capital
Natixis has a long-lasting commitment to its clients – corporates, fi nancial institutions and institutional investors –, and to the customers of Groupe BPCE’s two banking networks, i.e. personal banking, professional, and small and medium-size enterprises.
Natixis has adopted a sustainable development policy that aims to reduce its carbon footprint and actively participate in social progress, both in its business activities and the running of its operations. This policy is based on a number of international commitments, including: V a commitment to the United Nations Global Compact since 2007; V adherence to the Principles for Responsible Investment (PRI) since 2008; V signature of the Equator Principles in 2010.
• Equipment and real estate lease fi nancing (equipment leasing, real estate leasing, operations leasing, leasing with option to buy, IT operational leasing, Sofergie loans and long-term leasing)
Natixis was formed in 2006 through the combination of Natexis Banques Populaires and various subsidiaries of the Groupe Caisse d’Epargne, notably Ixis Corporate & Investment Bank (Ixis CIB) and Ixis Asset Management (Ixis AM): V Natexis Banques Populaires itself was created from the July 1999 contribution of the operating activities of the Caisse Centrale des Banques Populaires, founded in 1921, to Natexis S.A., a holding company that was formed from Crédit National, founded in 1919 and which had gradually acquired a 100% stake in Banque Française du Commerce Extérieur, founded in 1946. At December 31, 2000, Groupe Banque Populaire held 79.23% of Natexis Banques Populaires following a capital increase largely taken up by retail investors; V Ixis CIB and Ixis AM were originally part of CDC Ixis, itself part of the Caisse des Dépôts. The Ixis CIB and Ixis AM businesses were then contributed to the Caisse Nationale des Caisses d’Epargne (CNCE) as part of the transformation of the Groupe Caisse d’Epargne into a major full-service banking group at the end of 2004.
Natixis was formed by the completion of the following contributions: V CNCE’s contribution to Natexis Banques Populaires of certain subsidiaries and shareholdings in corporate, investment and service banking businesses as well as a share of the Cooperative Investment Certificates (CCI) issued since 2004 by each Caisse d’Epargne et de Prévoyance; and
Alongside these contributions, each Banque Populaire issued CCIs representing 20% of their capital in favor of Natexis Banques Populaires, which has since become Natixis.
On February 26, 2009, the BFBP Board of Directors and the CNCE Supervisory Board approved the terms and condition of the combination of their two central institutions, leading to the creation of the number two banking group in France.
Pursuant to Article L.511-31 of the French Monetary and Financial Code (Code monétaire et fi nancier), BPCE shall, as the central body, take any measures necessary in order to, notably, guarantee the liquidity and solvency of Groupe BPCE. Natixis, in its capacity as an institution affi liated with BPCE, is covered by the Groupe BPCE fi nancial solidarity mechanism. Thus, in the event Natixis encounters fi nancial diffi culty, (i) BPCE would fi rstly provide support using its own regulatory
capital in accordance with its duty as a shareholder; (ii) should this prove insuffi cient, it would use the mutual guarantee fund created by BPCE, totaling €1.237 billion in January 30, 2013 in assets provided jointly by both the Banques Populaires and Caisses d’Epargne networks, and which is increased through an annual contribution (subject to the amounts which would be used in the event of a call for funds); (iii) if BPCE’s regulatory capital and this mutual guarantee fund should prove insuffi cient, BPCE would call on (in equal proportions) both the Banques Populaires and Caisses d’Epargne networks’
own guarantee funds and, fi nally (iv) if calls on BPCE’s regulatory capital and these three guarantee funds should prove insuffi cient, additional sums would be requested from all Banques Populaires and Caisses d’Epargne.
PRESENTATION OF NATIXIS1 2012 Key fi gures 1.3 2012 Key figures 1.3.1 INCOME STATEMENT
Net income from GAPC, discontinued operations and restructuring costs (45) (69)
After market close (subject to modifi cation) 2013 First Quarter Results
At December 31, 2012, Natixis’ Wholesale Banking division employed 4,285 people (FTEs) in 31 countries around the world: 64% in France and 36% abroad. It operates in the major global marketplaces with three international platforms: Americas, Asia-Pacifi c and EMEA (Europe excluding France, Middle East Africa).
Wholesale Banking advises corporate customers, institutional investors, insurance companies, banks and public sector entities, and offers them a diversifi ed range of fi nancing solutions while also providing access to the capital markets.
V Coverage: bankers in the Coverage department develop strategic dialogue with Natixis’ institutional and large corporate clients in order to anticipate their needs and offer them the full range of the bank’s products and services, in close cooperation with all the businesses.
V Advisory: the mergers and acquisitions, primary equities market and capital advisory teams advise and assist clients with their development and transformation strategy, drawing on their extensive sector-based knowledge.
V Financing: in addition to the plain vanilla financing offer, the structured financing teams provide clients with their comprehensive advisory, arrangement, underwriting and financial engineering expertise in asset financing, export and infrastructure finance, energy and commodities financing, strategic and acquisition finance, real estate financing, financial engineering in listed financial investments, and a platform specializing in securitization, asset-liability management, advisory services and portfolio restructuring.
Adapting to the new economic, regulatory and fi nancial environment calls for the establishment of new models: the “Originate-to-Distribute” model is a strategic choice aimed at optimizing the bank’s balance sheet rotation through active management of the loan book.
Finally, the bank has continued to build on intra-group synergies, with a Coverage Division team dedicated to coordination with the Groupe BPCE networks and covering their needs. As a result, two banking advisers focus specifi cally on the Banques Populaires and the Caisses d’Epargne.
The new structure of the Wholesale Banking division aims to step up Natixis’ client relations through more comprehensive coverage by the Coverage division and through more extensive advisory activities designed to escalate strategic dialogue.
As a key contributor to the customer-focused development model, Coverage underwent sweeping changes in 2011 and 2012 in the interest of strengthening this approach and helping to develop a long-term relationship of trust with large corporate clients.
In conjunction with all the Natixis departments, the Coverage bankers design innovative and bespoke solutions, tailored to the specifi c needs of each client, ranging from conventional
Finally, Coverage also has teams dedicated to intermediatesize regional businesses, family offi ces and fi nancial sponsors. This guarantees a close local relationship with clients, ensuring better understanding and anticipation of their needs. Sector experts offer a comprehensive view of their business sector that enriches the bank’s strategic dialogue with its clients.
By focusing on the enhancement of advisory activities and bringing them together with Coverage, Natixis has expanded its range of solutions and reinforced its close relations with its clients: V the Mergers & Acquisitions team assists all the Group’s clients in preparing and implementing disposals or business combinations (via acquisition, merger, partnership or exchange of assets), fund raising, restructuring or defense. For example, in 2012 the team advised Paris Orléans, the holding company of the Rothschild Group, on its restructuring program, as well as Siclaé, the agribusiness holding company of the Vivescia cooperative, on the 100% takeover of Nutrixo; V the Capital Advisory team offers very preliminary advisory services to customers on their optimal financing structure (debt, equity), thus enriching the bank’s strategic dialogue with its clients and highlighting many of the products it has to offer; V finally, on the primary equities market, the Equity Capital markets teams offer the bank’s customers personalized advisory services on all capital market transactions. Natixis assists its customers in setting up IPOs, capital increases, reclassifications of blocks of shares, issues of convertible bonds or Obsar (bonds with redeemable warrants).
Aviation, export and infrastructure finance combine the bank’s comprehensive expertise in aircraft fi nancing (new civil aircraft), structured export fi nancing (international contracts predominantly covered by export credit agencies) and infrastructure fi nance (social infrastructures, transport, conventional and renewable energy, natural and offshore resources, telecommunications). In 2012, Natixis was named “Aircraft Finance House of the Year” by Global Transport Finance and its technical expertise was hailed with two “Deal of the Year” awards (French Operating Lease for Air China, Doric/Emirates) (3) . The bank consolidated its position in the fi nancing of major international contracts with large corporate clients (with accolades for Enerjisa, named “Turkish Power Deal of the Year” (4), Alstom for the Los Teques subway system, Panama, and CAF for the Istanbul subway). In infrastructure and PPP fi nancing, Natixis took the No. 1 spot in fi nancial advisory and arrangement services in France (5 ), and became the No. 8 bookrunner in the EMEA region (6 ) . Natixis served as adviser and arranger on the Nîmes-Montpellier rail bypass and also arranged the Eiffarie/APRR highway acquisition loan, both of which received the “Deal of the Year” award (7 ). Natixis also opened up infrastructure loans to institutional investors by entering into an innovative partnership with insurer Ageas, allowing the company to co-invest €2 billion over the next three years in deals originated and administered by the bank.
Real Estate Finance is specialized in advising on balancesheet transactions and arranging corporate and specialized fi nancing solutions. In 2012, Natixis expanded its offer by creating a mortgage lending bank, Natixis Pfandbriefbank, whose primary activity is fi nancing commercial real estate transactions in Europe. Business was robust in 2012, with 42 new transactions in Europe and 32 in the United States. These include a credit line coupled with a bridge-to-bond loan of €1.2 billion for Mercialys, a loan for the Lord & Tailor chain .
(1) Magazine des Affaires No. 71, June 2012, ranking by volume of MLAs in the top PPP projects, concessions or DSPs (public service delegation contracts) (2010-2012). Ranking of PPP fi nancial advisers (January 2010-June 2012) by value for the private-sector party.
(4) Project Finance Internationall / Yearbook 2013: Europe Infraco Deal of the Year (APRR), Oil & Gas Deal of the Year (Lundin), Middle East and Africa Energy Deal of the Year (Tamar), Middle East and Africa Turkish Power Deal of the Year (Enerjisa).
(6) Global Transport Finance / December 2012: Aircraft Finance House of the Year (Natixis), Aircraft Leasing Deal of the Year Asia (FOLs for Air China), Innovative Debt Deal of the Year (Emirates EETC).
(7) Project Finance Internationall / Yearbook 2013: Europe Infraco Deal of the Year (APRR), Oil & Gas Deal of the Year (Lundin), Middle East and Africa Energy Deal of the Year (Tamar), Middle East and Africa Turkish Power Deal of the Year (Enerjisa).
PRESENTATION OF NATIXIS1 Natixis’ business lines Natixis is a fi rst-class player in Strategic and Acquisition Finance, for both its corporate clients and investment funds. In 2012, Natixis set itself apart in France and abroad, both as an arranger of corporate acquisition loans (Gaillimard’s acquisition of Flammarion, Ludendo’s acquisition of the London chain of toy stores Hamleys, Lur Berri’s acquisition of Labeyrie, etc.) and leveraged loans (St Hubert, BSN, Tokheim, CVC, Global Blue, KMD, etc.), for which it was ranked the No. 6 MLA and the leading French bank in the EMEA region (1 ). Natixis also stood out in Asia with the Alibaba transaction, named “Loan of the Year” for the region (2 ).
In July 2012, Natixis launched a new line of Global Transaction Banking products designed to more specifi cally meet the needs of its corporate and institutional clients.
Global Transaction Banking distributes and manages four families of offers within the Wholesale Banking division: V account administration and treasury products; V cash management; V trade finance (230 banks covered) associated with ordinary international trade deals; V and correspondent banking (2,600 banks and 150 countries covered).
Close cooperation with Groupe BPCE allows the Group’s entire client base to benefi t from the Global Trade Banking offer along with the various areas of expertise available (nationwide and international geographic coverage, local networks, etc.).
Over 650 people make up the teams of the Fixed Income Commodities & Treasury (FICT) business line. The teams are based in Europe (Paris, London, Milan, Madrid, Frankfurt, etc.), Singapore, Tokyo, Hong Kong and New York, covering both sales and trading functions. FIC&T offers clients investment and hedging products in the fi xed income, credit, foreign exchange and commodity markets of OECD countries, and is also positioned in emerging markets.
In the uncertain market environment of 2012, marked by the persistent European sovereign debt crisis, Fixed Income activities posted solid performances. Fixed Income and credit business was particularly robust, driven in the fi rst quarter by two LTROs (Long-Term Refi nancing Operation) and a turnaround in liquidity. Foreign exchange business held its own, with results on the rise despite declining global volumes and shrinking margins.
Through this new organization, Natixis successfully developed a global “Originate-to-Distribute” model and transformed its product range into appropriate and tailor-made solutions. Further confi rming this success, Natixis maintained its historic franchises (No. 2 in terms of euro-denominated fi nancial issues (3 ) and French corporate bonds (4 ) , No. 9 on the global euro market) (5 ). Natixis was also named Best Bank on the covered bonds market for the second year running, thus confi rming its leading position on the market (6 ).
(2 ) IFR / Review of the Year 2012: Loan Awards: Latin America Loan (Ternium’s US$700 million loan), Asia-Pacifi c Loan (Alibaba Group’s US$3 billion loan).
(3) Dealogic at December 31, 2012: No. 2 bookrunner by volume, “Global FIG DECM” (Senior, Covered Bonds, ABS, MBS & Sub in Euro).
(5) IFR at December 31, 2012: “All bonds in Euro” ranking by transaction volume.
(6) “Best Dealer in Covered Bonds” according to the ranking by issuers and investors on the covered bonds market for the 2013 Awards organized by Capital Market Daily in December 2012; “Best Lead Manager on Euro Covered Bonds for 2012”* ranked by 200 issuers on the covered bonds market in a vote organized by The Cover, a EuroWeek publication specializing in covered bonds; IFR and Dealogic ranking at December 31, 2012 “All Covered Bonds in Euros” (by volume and number of issues).
In emerging markets, Natixis offers a full range of fi xed income, credit and forex products, with a geographic positioning that supports the development of the Bank’s other activities. Natixis is expanding its emerging activities both at the local level (Moscow, Shanghai) as well as in Paris and New York.
In the fourth quarter of 2012, the “Fund Solutions” team joined Equity Markets. This team specializes in products and solutions with underlying instruments such as Hedge Funds and alternative strategies, targeting investment clients. This new business rounds out the range of products offered by Equity Markets to meet the various needs and profi les of its clients.
Launched in 2011, the Capital markets business development plan made further strides in 2012 with the targeted reinforcement of distribution capacities. In addition, the activities previously belonging to Corporate Solutions were integrated in the Equity department. This new system provides a broader range of products, allowing Natixis to meet its clients’ needs with an offer of personalized fi nancing, hedging and investment solutions. In 2012’s challenging market environment, Natixis nevertheless broke new ground in countries such as Taiwan and Japan.
Amid heightened regulations and challenging market conditions, the Americas platform continued to gain ground in terms of loans, broaden its offer on its target markets and expand its geographic coverage.
The Americas platform is a key component of Natixis’ overall structure, giving it access to the American markets and providing its global client base with US dollar fi nancing when needed.
The platform further expanded its client base and product range. In order to build up the fi xed income, foreign exchange, commodities and treasury businesses, the emerging market offer and distribution capacities were developed and the commodity derivatives platform was reinforced to better serve the customers of the energy and commodities sectors.
Research is a strategic priority for Wholesale Banking and an integral part of Natixis’ client-driven approach. Every day, the Research teams publish analyses to guide clients in their investment decisions, while also contributing to the creation of fi nancial solutions tailored to client needs.
Economic Research, headed by Patrick Artus, provides indepth expertise combining contextual overviews, economic and fi nancial forecasts, an analysis of the fi xed income, foreign exchange, commodities and equity markets, country assessments and investment strategies. With 380 European stocks tracked in 25 sectors and 22 countries, Natixis boasts one of the market’s leading equity research departments. The credit research teams analyze credit market trends and recommend ideal market/sector weightings for clients’ credit portfolios. Finally, quantitative research supports the Bank’s fi nancial innovation process and ensures that it remains competitive in today’s fast-changing markets by developing pricing and risk management models.
Investment Solutions plans to leverage its strength in its natural market to further the division’s international expansion. Almost 54% of the people employed (over 4,200 people) by Investment Solutions already work outside France, mainly with Natixis Global Asset Management: over 2,300 people at 15 asset management companies in the US, the world’s leading asset management market, and a global distribution platform employing 600 people throughout the world with a leading position in the US mutual fund segment.
The Asset Management business is structured around the Natixis Global Asset Management (NGAM) holding company. Natixis Global Asset Management ensures the consistency of overall asset management operations and also has responsibility for developing a global distribution platform and overseeing the fi nancial and strategic management of roughly 20 specialized asset management companies in Europe, the US and Asia. All in all, these entities employ more than 3,200 people, including over 1,800 in the US, and boast strong positions in Europe (mainly France) and the US, with a growing presence in Asia and the Middle East.
In 2012, Natixis Global Asset Management pursued its global growth strategy. The company carried out an investment policy aimed at ensuring the steady development of its asset management expertise and reinforcing the distribution platform in the US, Europe and the rest of the world, particularly in Asia.
This solid sales performance in 2012 was boosted by Natixis Global Asset Management’s dynamic centralized distribution platform. This platform covers asset management infl ows from the United States, mainly for the retail activity, as well as from Europe (excluding France), the Middle East, Asia and Australia.
(1) Cerrulli Rankings - July 2012 based on AuM at end-2011.
PRESENTATION OF NATIXIS1 Natixis’ business lines With offi ces in nearly 20 cities around the world, NGAM consolidated its international distribution around the Durable Portfolio Construction (DPC) platform, an approach that takes into account the volatility of today’s markets as well as the new expectations of fi nancial investors. Its message has a global reach with an array of solutions on an international scale. It also gave us the opportunity to use marketing, public relations and international advertising campaigns to invest in the “Natixis Global Asset Management” brand.
European asset management companies at end-2012 (assets under management in billions of euros): R Natixis Asset Management (€292.5 billion): Fixed Income, European equities, investment and client solutions, volatility and structured products, global emerging and responsible investing.
R EW Europe and NAMI AEW Europe (€17.4 billion): management of real estate assets, real estate investment trusts (SCPIs) and real estate mutual funds (OPCI).
O Asset Management (€1.5 billion): global macro multi-strategy and international Fixed Income management.
Natixis Asset Management offers proven expertise in the main asset classes and management styles. It also provides privileged access to the complementary expertise of VEGA Investment Managers, its multi-management and fund selection subsidiary, Dorval Finance in fl exible management and H
Natixis Asset Management’s assets under management totaled €292.5 billion at end-2012 versus €283.9 billion at end-2011, up 3.1 %. Money market products recorded heavy outfl ows due to unattractive short-term interest rates and the intense competition in on-balance sheet investment products. Fixed Income posted positive infl ows.
The performance of UCITS managed by Natixis Asset Management improved and some valuable bids were won. New collective products and packaged funds were launched for the Banque Populaire and Caisse d’Epargne networks. Strengthening Natixis Asset Management’s sales in Europe and developing synergies within the Investment Solutions division remain major priorities.
0 Asset Management and Dorval, grew their assets under management. Ossiam expanded its range of strategic ETFs (Exchange Trade Funds) with the introduction of new funds listed on the Paris, Frankfurt, London, Milan and Zurich markets.
Together, Natixis’ European asset management companies provide a full range of products and services covering all traditional asset classes – money market, Fixed Income, equities and real estate – rounded out by expertise in high value-added areas such as structured products, sociallyresponsible investment and multi-management. They received numerous awards for the performance and specifi c features of their investment funds.
Assets under management for the fi fteen US and Asian subsidiaries totaled $358 billion at end-2012, compared to $306.9 billion in 2011, an improvement of 17%. Net infl ows climbed compared to 2011, reaching an impressive $6 billion, driven by strong diversifi ed retail and fi xed-income business in the US. Three entities accounted for the majority of fi nancial asset infl ows: Loomis Sayles (Fixed Income), Gateway (Hedged equity) and Harris Associates (Equity and mandates). New funds were created by Loomis, Gateway and Vaughan Nelson. The acquisition of McDonnell Investment Management, which specializes in municipal bond investment, added to the expertise of our US asset management companies. Loomis Sayles opened two new offi ces in Singapore and London.
In 2012, distribution teams continued to be strengthened, posting strong sales performance. They also assist US asset management companies in developing product sales in the Asia-Pacifi c region, Singapore, Taipei, Japan and Australia.
In 2012, several portfolio management teams and individual portfolio managers were once again recognized with awards, in particular those of Loomis and Harris Associates.
US and Asian asset management companies at end-2012 (assets under management in billions of dollars): R Loomis Sayles ($186.1 billion): equities (growth, core, value) and bonds (core to high yield).
Natixis provides a wide range of insurance products for retail customers, independent professionals and, to a lesser extent, corporate clients. Pension and life insurance products, which are mainly distributed by the Banque Populaire network, work in synergy with the other Investment Solutions business lines.
PRESENTATION OF NATIXIS1 Natixis’ business lines rounded out by a broad offering aimed at the Banque Populaire network’s professional customers.
2012 was a year marked by a particularly diffi cult fi nancial and economic backdrop that created a great deal of uncertainty for savers and necessitated a profound adjustment of insurance companies’ investment strategies. However, life insurance continues to fulfi ll its role: protecting savers from infl ation and allowing them to save money over the medium-to-long term.
Property and casualty insurance growth in France was buoyant in all sectors (except construction) in 2012. Natixis Assurances recorded strong business growth, driven by Groupe BPCE’s ambitions. On the whole, earned premiums in the property and casualty business rose 8% to €251 million, with ongoing strong performance in the “professionals” segment, which improved by 12.5%.
With €5.7 billion in assets under management and 800 active IWMAs, in 2012 Sélection 1818 confi rmed its position as the leading multi-service and multi-product platform on the French market for independent wealth management fi rms. Sélection 1818, a subsidiary of Banque Privée 1818 and Rothschild & Cie Banque, resulted from the April 2011 merger of the 1818 Partenaires and Sélection R platforms. It offers a full range of open-architecture products and services.
In a diffi cult, highly competitive environment, Sélection 1818 collected gross infl ows of almost €1 billion at €930 million, claiming 13% of market fl ows.
Both in France and abroad, business owners and senior executives represent the core target markets of Private Banking teams in charge of direct customers (€5.5 b illion in assets under management at December 31, 2012). These teams work regularly with Natixis’ coverage teams.
Created on December 31, 2012 , from the merger of Natixis Multimanager and 1818 Gestion, VEGA Investment Managers is Private Banking’s asset management fi rm and Natixis’ specialized unit for open-architecture fund-of-funds management and fund selection for all kinds of clients: individuals, institutions and companies. With its 76 employees, VEGA Investment Managers is large enough to monitor all asset classes while retaining its ability to make decisions quickly.
True to the philosophy that made 1818 Gestion successful, VEGA Investment Managers is developing a rigorous, original investment strategy that is based in large part on its convictions. VEGA IM won the Eurofonds award for Best Asset Management Company in its category according to the APT method over a sliding four-year period. VEGA IM also won the third-place Laurier de Bronze trophy for its full range of equity products over three years from trade magazine Le Revenu in 2012.
The success of the Elite 1818 Opportunité fund illustrates VEGA Investment Managers’ ability to outperform the market over the long term. Formed in June 2007, the fund has outperformed its benchmark index, the CAC 40, by 30% for the last fi ve years.
Through its historic Private Equity specialist, Natixis Private Equity (NPE), Natixis has been a key Private Equity services provider focusing on SMEs and covering the various segments of venture capital, expansion capital and diversifi ed funds of funds in both France and abroad.
Natixis is positioned in the real economy via a range of fi nancing, growth and sustainable support solutions provided to more than 500 companies, most of which are in France. In this role, it offers a range of high-potential original products in the form of genuinely diversifying long-term investments that are not easily accessible to investors directly.
Dahlia Partners is currently in the process of merging with a well-known European operator specializing in advisory services and Private Equity portfolio construction with nearly €1 billion under management. This purchase is aimed at creating Natixis’ only specialized unit in advisory services for unlisted assets.
These businesses form a core part of the development of the BPCE networks.
Specialized Financing offers a range of services to retail, professional and corporate customers, designed to optimize their cash management or support their investment projects: factoring, sureties and guarantees, leasing, consumer fi nance, and fi lm and audiovisual fi nancing.
Financial Services combines settlement and account-keeping services in the fi eld of payments (credit transfers, direct debits, electronic payment transactions, etc.), fi nancial market transactions (retail and Private Banking custody), employee savings (profi t-sharing and incentive plans, etc.) and pension schemes (individual and collective pension plans), service vouchers, and collective personal protection insurance.
In 2009, Groupe BPCE’s “Ensemble” project targeted potential net revenues synergies for Natixis of almost €400 million by 2013, more than half to be generated in Specialized Financial Services. At the end of 2012, the division’s additional net revenues were already ahead of the target.
The insurance company Compagnie Européenne de Garanties et Cautions is Natixis’ guarantee and surety platform for multiple business lines.
Together with BPCE, Natixis Lease designed a distribution line that enhances the brand effect of leasing products for network clients. Real estate leasing products fall under the Banque Populaire Lease Immo and Caisse d’Epargne Lease Immo brands, equipment leasing products come under the Caisse d’Epargne Lease and Banque Populaire Bail Matériel brands, and long-term vehicle leasing come under the Banque Populaire Car Lease and Caisse d’Epargne Car Lease brands.
After forming Natixis Car Lease, 2012 saw the restructuring of the vehicle fl eet leasing business (18,200 vehicles) and the convergence of the information systems.
PRESENTATION OF NATIXIS1 Natixis’ business lines It provides the full range of consumer fi nance expertise for Groupe BPCE banks: design and marketing, network coordination, credit scoring, management and carrying of loans, recovery and litigation. Despite an unsupportive consumer fi nancing backdrop during the year, Natixis Financement maintained solid commercial momentum, driven largely by the distribution of debit/credit cards on the Caisse d’Epargne and Banque Populaire networks and the adoption of the personal repayment loans management tool by the Banques Populaires banks.
New business totaled €7.7 billion (nearly €1.1 billion for revolving credit and more than €6.6 billion for personal repayment loans).
Outstanding loans climbed 20% year-on-year to €13.6 billion, thus cementing the company’s No. 3 spot on the French market (source: Natixis Financement study).
After initially targeting a French client base, Natixis Cofi ciné has now expanded to other markets in the European Union (Germany, Belgium, Spain, Luxembourg, and the UK) and Canada.
For the third year in a row, the collective pension plan (PERCO) offer posted robust growth, particularly in the corporate and institutional client segments, (accounts up 30% year-on-year), taking the market share of accounts under management to 29.1% (source: AFG at June 30, 2012).
Natixis continued to broaden its virtual service offer in 2012, in line with its policy of continuing innovation in comprehensive information on employee savings accounts: simulator tools, a virtual advisor, e-services, a natural language voice interactive server and a smartphone application. These services have met with great success, with more than 6 million connections to the Secure Client Space, nearly 900,000 e-service subscribers, more than 800,000 calls via the natural language voice interactive server and nearly 80,000 downloads of the MonEpargneSalariale application (source: Natixis Interépargne at December 31, 2012).
In 2012, Titres Cadeaux, a joint venture with La Banque Postale, continued its development by issuing CA DO Carte multi-brand prepaid gift vouchers. The issue of CA DO Chèque and CA DO Carte came to an equivalent amount of €94.7 million at end-2012.
In electronic banking, Natixis is developing a full array of services for the distribution networks, ranging from product design to technical and marketing support. Natixis contributes to the development of professional and retail markets and prepares the systems needed to launch new products (e.g. contactless payments, multi-visual cards, debit/credit cards, prepaid cards, e-commerce). Natixis managed over 17.8 million cards and processed nearly 3.4 billion card transactions in 2012 (up 6% year-on-year).
In addition, Natixis holds a 15% stake in CACEIS and 33.4% in Slib (a software developer which provides innovative software solutions for investment service providers).
Natixis holds a 20% stake in each of the Banques Populaires and each of the Caisses d’Epargne through CCIs “Certifi cats Coopératifs d’Investissement” (“Cooperative Investment Certifi cates”). As such, the retail banking business of the networks contributes to Natixis’ results.
R The Banque Populaire banks committed to € 7 billion in loan distribution in 2013 earmarked for 100,000 new projects, thereby supporting business investment.
(1) A project aimed at simplifying the Group’s structure has been drawn up, fi rst submitted for consultation by the employee representative bodies, then approved by the various governing bodies. Following this transaction, corporate shareholder customers would hold 100% of their bank via their local savings company.
In 2012, Banque Populaire offered LMDE subscribers banking services at € 1 a month. It also rounded out its NRJ Banque Pop’ payment card membership program with CityZen, the fi rst social network offering discounts with participating retailers. A global positioning system allows users equipped with a smartphone to locate nearby retailers offering discounts.
Private Banking assets under management grew by 6.3% to € 55 billion.
As a longstanding partner of the Chambers of Trade and Craft Industries (Chambres de métiers et de l’artisanat), a benchmark banking institution of franchise businesses, active with selfemployed professionals and farmers, Banque Populaire is the bank for small businesses with over a million professional customers.
Banque Populaire also developed Monéflux Enseigne for multistore small retailers, chains, franchise businesses, affi liates and members of cooperatives. This electronic payment solution includes a diagnostic tool for identifying needs, electronic payment terminal leasing and tools for analysis and supervision of customer payments, all at a low cost.
(2) 9th BP/FFF/CSA survey, December 2012Source: Source: TNS Sofres study 2011
Medium- and long-term business loans outstanding amounted to € 19.6 billion, a 0.9% increase at year-end 2012.
In 2012, three Banque Populaire banks - Alpes, Côte d’Azur, Provençale et Corse - won the European Investment Fund’ s call for tenders to facilitate the funding of micro-enterprises and SMEs in the Provence-Alpes-Côte d’ Azur (PACA) region. Over three years they will be able to distribute €111 million in loans at preferential conditions. 80% of potential losses are guaranteed up to €20 million.
Banque Populaire launched Suite Entreprise Mobile, the fi rst application that allows users to manage their company’s payment processing remotely and in real time on their smartphone or tablet PC. This secure platform allows users to monitor their accounts, as well as the company’s cash fl ows and projections, carry out their banking reconciliation, and transmit banking information using the EBICS T and EBICS TS secure communication protocols. Suite Entreprise facilitates the transition to SEPA payment methods and gives access to international transactions. Rounding out the solution is the optional business information tool Turbo@rating. Some 45,000 companies already use this multi-workstation, multi-profi le, multi-company, multi-account, multi-bank and multi-currency cash management platform created by Banque Populaire.
In this area, Banque Populaire cooperates with Pramex International, a Groupe BPCE entity dedicated to advisory services in international business development. Pramex
Pramex International has developed synergies with the Banque Populaire banks to provide a bespoke offering. Thirty percent of network heads have sales outlets abroad and 19% want to expand internationally in the next two years.
With its national coverage in advisory services for business transfers, the Banque Populaire banks share a database that centralizes information on sellers and buyers to facilitate transactions.
R Professional customers and the bank for regional decision makers made up more than one-fourth of net banking income compared to one-sixth four years ago.
R Caisse d’Epargne customer satisfaction improved throughout the year: 90% stated they are satisfi ed with their bank; 92% like their advisor; 87% would recommend Caisse d’Epargne(3).
As the reference bank for young adults, Caisse d’Epargne confi rmed its momentum with the new Solution 16/17 package for students abroad, offering them free cash withdrawals outside France and health insurance. More than 50 new partnerships were formed with colleges and universities.
Process improvements and new offers, such as Primo +, have increased fl exibility and optimized Caisse d’Epargne’s real estate loan offering with new complementary options (adjustments, deferments, etc.).
Off-balance sheet savings outstandings - life insurance and UCITS - were stable at € 108 billion.
The Caisses d’Epargne performed remarkably well in 2012, distributing more than 870,000 new policies.
New business grew sharply at 19% in total: +17% in car insurance, +9.5% in comprehensive home insurance and +26% in provident and health insurance at end-December 2012.
Private banking performed well despite the crisis by adopting a differentiated approach vis-à-vis its customers based on closer customer relations and expert advisory services in investment and wealth management. Eight new private banking service points were opened and nearly 400 employees trained. The number of clients increased by 8% to 344,000. The private banking offer was overhauled and enriched, particularly with the creation of an open-architecture life insurance platform with Banque Privée 1818, and the marketing of a highly comprehensive offering in income tax and wealth tax exemptions. Asset under management grew by more than 9% to € 91 billion.
PRESENTATION OF NATIXIS1 Natixis’ business lines Employee savings continued to develop substantially with the launch of several new offers: Compte Excédent Pro for the easy and fl exible investment of surplus cash, Facturea Pro Tempo, a factoring solution with no time obligation, and a benefi ts planning solution for self-employed professionals.
New medium- and long-term loans also remained strong, with more than € 2.4 billion loaned to professional customers in 2012 to support their business growth.
Caisse d’Epargne is the leading fi nancing partner for real estate professionals - planners, developers and investors - for all types of projects: housing, managed residences, industrial and commercial real estate.
In 2012, it doubled its efforts targeting major corporate clients, particularly in private eduction, health, medical and social care facilities.
Protected persons 300,000 protected persons, i.e. more than one out of three, are Caisse d’Epargne customers and, as such, have access to specialized advisors with dedicated solutions.
Debt management transactions totaled € 2.9 billion and the active real estate and wealth management offer continued to grow.
In this sector, Caisse d’Epargne’s expertise and positioning as an operator through the Fondation Caisse d’Epargne pour la solidarité, manager of the leading French network of establishments for the elderly and dependent persons, is what makes all the difference.
Through numerous initiatives, such as Rencontres Santé Caisse d’Epargne which brought together over 200 decision makers in 2012, Caisse d’Epargne works at fostering cooperation between the various players, entities and establishments within the same region in the interest of overall patient care and the effi ciency of our healthcare system.
In 2012, the Caisses d’Epargne entered into a partnership with the Fédération des OPH. Together with Crédit Foncier, they committed € 822 million commitment in regulated social housing loans: PLS, PLI and PSLA (1). New medium- and longterm fi nancing for social housing totaled € 2.1 billion, increasing loan outstandings to € 13.2 billion at end-2012. Total infl ows came to € 7.4 billion, € 3.6 billion of which were invested in Livret A passbook savings accounts. Commercial payment processing grew by 17%.
Caisse d’Epargne is one of the leading private operators in social housing. Habitat en Région is a collective of social housing operators created on the initiative of the Caisses d’Epargne in 2011. In 2012, 180,000 social housing units were managed by 26 companies (social housing company affi liates, rent-subsidized housing cooperatives and local public enterprises).
Natixis and the Banques Populaires have agreed to maintain existing industry and commercial relations for a period of at least 10 years from the subscription date of Banques Populaires CCIs and, in particular, the provision of the following services: V provision of IT infrastructure; V provision of industry services (custodial services, payment systems, operational management of currency accounting); V design and management of customer products on behalf of Banques Populaires (asset management, the entire range of insurance products (life, personal protection, property and casualty), factoring and lease financing, financial engineering, expansion capital, employee benefits planning (and particularly company savings schemes), international financial engineering, credit insurance and commercial information (Coface).
(1) State-sponsored rental accommodation loans, intermediate rental and social lease-ownership loans.
PRESENTATION OF NATIXIS1 Natixis’ business lines During this period, Natixis has undertaken to provide its services at market price and under market terms and conditions. If Banques Populaires consider that the products and/or services provided by Natixis are not competitive, the matter will be referred to BPCE which may, if necessary, commission an expert to carry out an external assessment and, if appropriate, to propose measures to improve the competitiveness of the said products and/or services.
The main provisions of the Caisses d’Epargne CCI Memorandum of Understanding are as follows: Restrictions on the free transferability of Caisses d’Epargne CCIs
Under the terms of the Caisses d’Epargne CCI Memorandum of Understanding, Natixis undertakes to sell to BPCE or the relevant Caisse d’Epargne, in accordance with the terms and conditions defi ned below, the Caisses d’Epargne CCIs without the prior authorization of the Special General Meeting of the holders of Caisse d’Epargne CCIs, in the following circumstances: (i) in the event that BPCE’s control over Natixis ceases; (ii) any sale and/or transfer of Caisses d’Epargne CCIs for any reason whatever, including in the event of a merger or spin-off of Natixis; (iii) reform of France’s 1947 law resulting in a substantial change to the rights of CCI holders; (iv) any legislative or regulatory changes or changes in the assessment by the relevant regulators or by Natixis’ Statutory Auditors making it necessary to increase Natixis’ influence or to alter it significantly in order to enable Natixis to continue to consolidate Caisses d’Epargne CCIs. In such an event, Natixis must submit the precise terms of the changes made necessary to BPCE and the Caisse d’Epargne concerned in order for them to be able to determine whether they should incorporate these new aspects of influence into the existing arrangements or whether they should decide to exercise their right to buy back the CCIs.
Natixis’ business lines characteristics, and particularly without voting rights and with Natixis having the ability to consolidate the results of the Caisses d’Epargne in proportion to its investment in the capital.
In the event that the right to buy back Caisses d’Epargne CCIs is exercised under case (iii) above, the right of the Caisse d’Epargne concerned will have priority over that of BPCE.
Any decision to increase the capital of a Caisse d’Epargne must be made concomitantly with a decision to undertake a cash capital increase through the issue of new CCIs at nominal value in order to maintain its stake represented by the CCIs. In the event of a capital increase through the incorporation of reserves, the said capital increase must be undertaken either through the simultaneous and equivalent raising of the nominal value of the shares and the CCIs, or through the simultaneous free allocation of shares and CCIs issued at the nominal value, so as to maintain the stake represented by the CCIs.
Post-closing events All of these CCIs shall be sold in 2013. More detailed information concerning this topic is available in Chapter [5.2] page 325, Note 14 “Post-closing events”. This sale will have no impact on the industrial and technical cooperation provided for by the CCI agreements between Natixis, the Banques Populaires and the Caisses d’Epargne, which must be upheld.
On January 6, 2012, Natixis launched an operation to optimize its fi nancial structure through the issuance of P3CI (CCIs hedged by loan) bonds for a total of €6.9 billion and the simultaneous buyback of Tier 1 hybrid notes for a total of €2.3 billion.
To support the development of its corporate clients, both at home and abroad, Coface offers credit insurance solutions aimed at protecting companies against the risk of fi nancial default by their purchasers. It also strives to help its clients assess and anticipate risks upstream, allowing them to make informed decisions. Coface thus offers comprehensive, detailed risk analysis of countries, sectors and companies around the world. This analysis draws on its unrivalled global network through which it offers its services in 97 countries.
For Coface, both 2011 and 2012 saw major efforts to form a self-suffi cient and profi table growth model that is capable of innovating in its core business: credit insurance.
Coface’s major strategic decision made in 2011 to refocus on its core business, credit insurance, paid off in 2012 with better revenues and the improvement of its organization that serves 35,000 clients worldwide.
V Coface Global Solutions offers mid-caps innovative management services and tools on the market. With Coface Global Solutions, clients can develop à la carte solutions to enhance the operational performance of their commitment management, optimize their cash flows and their bottom line, further secure their trade risks and support their development abroad.
In 2012, under the heading Panorama (available on www. coface.com), Coface considerably expanded its range of economic publications with monthly analyses of country risk, company insolvencies and economic sector risks around the world.
V Decision on valuation (transfer to banking book) of segregated assets.
V Formal approval of the Guarantee by the corporate bodies of BPCE and of Natixis, and implementation of the Guarantee in November 2009 (retroactive effect to July 1, 2009).
GAPC’s fi nal scope thus includes the following proprietary investment activities: structured credit, mortgage portfolios of the ABM Corp. subsidiary based in New York, credit correlation portfolios (since 2010 only the counterparty risk component remained as all market risk had been disposed of), portfolios of complex interest rate and equity derivatives, as well as structured funds. At December 31, 2012, these operations accounted for €12.6 billion in risk-weighted assets, before the effect of the Guarantee (under Basel 2.5).
Regarding credit assets, the change in the notional amount net of provisions in 2012 stemmed from: V asset disposals and amortization; V portfolio restructuring; V the positive impact of commutations with the monoline insurers.
In addition, in the case of non-credit assets, the change in Value at Risk (“VaR”) in 2012 stemmed from: V run-off of equity derivatives portfolios; V renewal of volatility on certain interest rate derivatives during the sovereign debts crisis in Euro zone; V further liquidation of structured funds.
The credit asset portfolio was assessed line by line by external advisors at the end of the fi rst half of 2009, using the following methodology: V measurement of potential losses at completion (maturity) of underlying assets, regardless of any hedging on the basis of micro and macroeconomic assumptions comparable to those used by the US authorities as part of their stress testing of US banks; V measurement of the recovery rate of these losses at completion for assets insured by monoline insurers on the basis of a credit analysis specific to each monoline insurer; V analysis of the sensitivity of results on the basis of “high stress” assumptions and, as regards monoline insurers, junior treatment of the CDS contracts compared to the financial guarantees.
The general mechanism behind the Guarantee is based on the establishment of: (i) two Total Return Swap agreements (TRS), one in dollars and the other in euros covering 85% of the net value of the assets recognized in the trading portfolio and risks linked to counterparties not providing collateral. The purpose of these TRS is to transfer 85% of the gains or losses of the accounting units in which the assets are recognized at their fair value through profit or loss. On top of these two TRS, Natixis purchased an option from BPCE (the “Option”) allowing it, should it be exercised, to recover, in 10 years’ time, the capitalized net performance of the portfolios covered by the TRS and to terminate the TRS; (ii) a financial guarantee covering 85% of the nominal value of the assets recognized under IFRS as “Loans and receivables” (L&R) and “Available-for-sale assets” (AFS), as determined at the effective date of the guarantee (i.e.
June 30, 2009), less any amortization expensed prior to June 30, 2009. Pursuant to the terms of this financial guarantee, in the event of non-payment confirmed on the scheduled contractual payment date of sums due in respect of any of the assets in the guaranteed portfolio, Natixis will be paid by BPCE from the first euro up to 85% of the amount due. The payment will be made in the currency in which the defaulting asset is denominated. The expiry date of the guarantee granted to Natixis is that of the asset in the guaranteed portfolio with the longest maturity – currently April 28, 2099 – plus nine months (it being noted that this date may be brought forward to the date of termination of the guarantee in the event of a change in control at Natixis within the meaning of Article L.233-3 of the French Commercial Code). The expiry date of the financial guarantee is the date from which Natixis is no longer required to pay over to BPCE the sums recovered on assets in the guaranteed portfolio having defaulted. It post-dates the expiry date of the guarantee by 15 years.
The Guarantee covers portfolio assets held both by Natixis S.A. and by its subsidiaries, and agreements between Natixis S.A. and its subsidiaries have been put in place with respect to this mechanism.
The scope of the Guarantee, in net value terms, amounted to €14.9 billion (excluding “CDPC”) at December 31, 2012, down €4.4 billion compared to December 31, 2011 (see 5.1 – Management Report), due in large part to amortization and disposals.
V the second for €367 million in respect of the Option.
In 2012, the impact of the Garantee on the Natixis fi nancial statements was +€66.6 million. Over this period, disposals represented a €915 million nominal amount for assets covered by the fi nancial guarantee, and a €1,572 million nominal amount for assets under the TRS, with a net impact on results before the Guarantee of -€22 million.
On the other hand, Natixis enjoyed a substantial prudential impact, representing a reduction in its risk-weighted assets and its regulatory deductions, resulting in an increase in its Core Tier 1 ratio at December 31, 2012.
The implementation of the Guarantee was accompanied by a change in governance at the end of summer 2009, resulting in: The establishment of a CSG (Comité de Suivi de la Garantie – Guarantee Monitoring Committee), responsible solely for the GAPC scope covered by the Guarantee: V the members of the CSG are the Executive Chairman of BPCE and the Chief Executive Officer of Natixis. The Heads of Finance, Risk, Legal Affairs and Strategy of BPCE and Natixis are systematically invited to the meetings, in addition to GAPC management team; V the CSG meets every quarter and can also be convened at will when circumstances so require; V in order to be in a position to properly carry out its responsibilities, the CSG receives regular reports of necessary information and follow-up on issues dealt with by other Committees connected with the Guarantee or the guaranteed assets; V the CSG is the decision-making body for all issues relating to the Guarantee. It is notably responsible for monitoring the proper performance of the Guarantee and in this respect may intervene in any decision, or any plans, of the CGAC (Comité de Gestion des Actifs Cantonnés – Segregated Assets Management Committee), likely to have an impact on the Guarantee mechanism and/or the obligations of Natixis or of BPCE.
(a) Calculated using the average number of shares (excluding treasury shares) during the period and after accounting for net interest payments on the Deeply Subordinated Notes after tax.
V Some 500 individual shareholders attended the General Shareholders’ Meeting held on May 29, 2012 at the Carrousel du Louvre in Paris. Once again this year, the Individual Shareholder Relations team welcomed members of the Shareholders’ Club as well as prospective members, at its dedicated stand. In addition, as in previous years, the members of the Shareholders’ Club were consulted ahead of time in order to better determine shareholder expectations and address them during the meeting. In light of this consultation, the focus this year was on analyzing the economic environment and the conditions in which Natixis is developing.
V For the twelfth consecutive year, Natixis had a stand at the Actionaria trade show on November 23 and 24, 2012 at the Palais des Congrès in Paris. Shareholders’ Club members were once again personally invited to this event by letter accompanied by an invitation giving them free access to the trade show. They were also personally welcomed at the Natixis stand. The estimated number of visitors is about 400.
Finally, in 2012, a special effort was made to keep members of the Shareholders’ Club informed. In addition to the Shareholder Newsletter, 12 e-newsletters were sent to members with information on highlights in the Natixis agenda, Club activities and company news.
INFORMATION 63 2.4.1 Pollution and waste management 63 2.4.2 Sustainable resource use 64 2.4.3 Contribution to the adaptation to and the fi ght against global warming 65 2.4.4 Protection of biodiversity 67 2.5 SOCIAL INFORMATION 68 2.5.1 Territorial, economic and social impacts 68 2.5.2 Relationships with stakeholders 68 2.5.3 Subcontracting and suppliers 68 2.5.4 Fair practices 68 2.6 CERTIFICATE OF INCORPORATION AND STATUTORY AUDITORS’ LIMITED ASSURANCE REPORT ON A SELECTION OF SOCIAL , ENVIRONMENTAL AND CORPORATE INFORMATION 69
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Strategic outlines and organization of the sustainable development policy 2.1 Strategic outlines and organization of the sustainable development policy
Natixis’ CSR policy is managed by a team that reports to the Communication and S ustainable D evelopment division, the Head of which is a member of Natixis’ Executive Committee.
The Sustainable D evelopment team works alongside some 20 correspondents from Natixis’ various businesses (Wholesale Banking, Investment Solutions, Specialized Financial Services, Support Functions) and in collaboration with BPCE’s Sustainable D evelopment division.
With the support of this network of correspondents , the Sustainable D evelopment team ensures that CSR practices are integrated into Natixis’ businesses and operations. The team is responsible for communicating on these practices and raising employee awareness on the subject.
Through its fi nancing and investment activities, the bank plays a major role in developing an environmentally-friendly economy. Amid greater regulatory instability in France and abroad, Natixis continued in 2012 to fi nance renewable energy production projects.
2012 Key event Natixis, a leading player in the funding of winning biomass tenders for the French Regulatory Commission of Energy (CRE - Commision de régulation de l’énergie).
Natixis Energéco arranged funding for a 13 MW biomass cogeneration power plant in Estrées-Mons in the Picardy region of France. This project won the third biomass call for tender from the Regulatory Commission of Energy (CRE3). The project is situated in EstréesMons alongside the industrial site of the company Bonduelle , which is Europe’s largest canned and frozen vegetable factory . The steam produced will be used for the factory’s manufacturing process and will partially cover its energy needs for its industrial activities . The project was developed by the company Nerea, a client of Caisse d’Epargne in Picardy, and a subsidiary of the Akuo Energy group.
The SRI team at Natixis therefore provides research and customized services to the European investor community. These include contributions to specialized publications, sector-specifi c presentations, investment optimization and SRI management structuring assistance, and organization of events.
2012 Key event Natixis Asset Management, within Natixis’ Investment Solutions division, adopted a new strategy in 2012 by structuring its management into six specialized units, including Mirova*, a unit entirely dedicated to responsible investment.
Mirova is developing a comprehensive responsible investment approach for investors looking for yield and wanting to make meaningful investments, with its asset management solution that combines value creation with sustainable development.
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Strategic outlines and organization of the sustainable development policy Mirova offers responsible investment solutions covering four areas: V listed equity management by selecting European and international shares that meet sustainable development criteria and create long-term value. Mirova analyzes the equity markets through eight sustainable themes in order to identify investment opportunities along the whole value chain and in every business sector: energy, mobility, buildings, natural resources, consumer goods, healthcare, information and communication technologies and finance; V infrastructure project finance (1) that meets sustainable development criteria and generates regular cash flow over the long term. Mirova offers three investment funds in the renewable energy sector (EUROFIDME 2) and the public-private partnership sector (FIDEPP and FIDEPP 2), representing a total commitment of €355 million.
2012 Key events EUROFIDEME 2, an investment fund dedicated to fi nancing renewable energy projects , invested €20 million in equity, alongside Platina Energy III LP, in a company that is the joint shareholder in a 200 MW wind farm in Sweden. The farm, which will have 66 wind turbines, should become operational in 2013. This wind farm project, which is one of the largest in n orthern Europe, was voted Deal of the Year by Euromoney and Project Finance Magazine in March 2012.
The FIDEPPP fund made a €32 million equity investment in the high speed railway project between Nimes and Montpellier (the Nimes- Montpellier bypass). These 80 km of new track, representing an investment of €1.8 billion, will provide better coverage to the regions along the line and improve the quality of freight train service. It will also create around 6,000 jobs for fi ve years, 7% of which will go towards the professional integration of people in diffi culty.
Solidarity funds support the development of a real economy driven by entrepreneurs who strive to develop innovative and economically viable projects that add social and/or environmental value.
2012 Key event Natixis Solidaire is a venture capital mutual fund exclusively dedicated to the investment of the solidarity assets managed by Natixis Asset Management. It invests in many areas, focusing on social and environmental performance. At end-2012, i ts investments break down as follows : R 42% Employment; R 33% Housing and Social; R 14% Environment and Agriculture; R 11% International Solidarity.
Natixis Solidaire undergoes detailed solidarity reporting, published once a month, informing employees who have in invested in the fund of the achievements funded by their savings.
V voting and solidarity advisory: guidance for institutional investors and asset managers in the exercising of voting rights and the funding of solidarity initiatives. Mirova had €20.4 billion of assets under advice at 12.31.2012 (source: Natixis Asset Management).
Natixis is a key player in SRI and solidarity investment management and the No. 2 European asset manager by assets under management in open-ended SRI funds (1 ).
SRI and solidarity assets under management (in billions of euros) in open-ended, dedicated and employee savings funds (3 ) 9.3 9.3 11.6
Share of SRI and solidarity assets under management relative to Natixis Asset Management’s total AuM (as %) 3.14 3.24 3.84
Share of solidarity-based asset management market (as %) (2 ) 32 35 36.6
By acquiring stakes in unlisted companies, Natixis’ Private Equity business is at the heart of the socio-economic issues they face .
Venture Philanthropy adjusts the principles of Private Equity to the operation of the charity sector. It operates in Europe, thanks particularly to the EVPA’s many initiatives, and brings to the social sphere what Private Equity has brought to the development of SMEs, its effectiveness having already been proven in the US.
AEW Europe, a subsidiary of Natixis Global Asset Management, provides real estate investment advisory services and real estate asset management for third parties. Under the 20102015 sustainable development plan, new criteria have been factored in: V for purchases of new buildings, only buildings with environmental certifications (HQE, BREEAM, LEED or BBC (1) ) are chosen; V for the purchase of existing buildings, environmental performance assessments are systematically carried out and are included in the provisional spending budget for environmental improvements; V for the portfolio under management, action plans are implemented to improve environmental performance, in consultation with tenants.
(1) HQE: Haute Qualité Environnementale (High Environmental Quality), a voluntary French standard; BREEAM: the UK voluntary certifi cation the Building Research Establishment Environmental Assessment Method; LEED: the US voluntary standard Leadership in Energy and Environmental Design. BBC: Bâtiment Basse Consommation (Low-energy b uilding).
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Strategic outlines and organization of the sustainable development policy In order t o monitor the energy effi ciency of buildings in use more effectively, a system has been set up on six pilot sites to monitor energy and water consumption. This system will be rolled out in the next few years to a large part of the portfolio.
In 2013, a general information system will also be rolled out to to manage the environmental performance of all of the assets under management .
Number and type of assessments on the portfolio of existing assets 75 energy performance surveys 10 Green Rating audits 152 CO
Natixis’ relationships with its customers are based on strong ethical and behavioral values that include honesty, integrity, transparency, safety and prevention.
The handling of customer complaints is a key component in strengthening our relationship of trust with our customers. The framework procedure presenting the system applied within Natixis was updated in September 2012.
Every employee must comply with a number of rules, particularly regarding the declaration of securities accounts, personal transactions and the declaration of gifts and benefi ts received or offered.
In terms of money laundering, Natixis has introduced: V due diligence and KYC obligations on customer onboarding and throughout the customer relationship; V the reporting of “suspicious” transactions to the relevant financial information department; V regular employee training and information on these obligations.
Fraud is viewed by Natixis as a major concern. Natixis is therefore fully committed to guaranteeing a secure environment for its customers, partners and employees. Integrity, loyalty and ethical behavior are strong values at Natixis and form a solid front line against fraudulent practices. In addition, Natixis’ anti-fraud culture is constantly reinforced through regular awareness campaigns for its employees and customers, and specifi c controls on activities that are especially at risk .
By signing up to the Equator Principles in December 2010, Natixis acknowledged the importance of measuring the weight of the environmental and social (E&S) impact of projects and adopted a methodology for managing this impact recognized by a large number of fi nancial institutions. Natixis’ fi rst year as an “EPFI” (Equator Principles Financial Institution) Bank was fully dedicated to setting up the related organizational structure, producing the related internal and loan approval procedures and running a training program for the business lines affected, which ended in the fi rst quarter of 2012.
The application of the Principles by the business lines involved in project fi nance has since become fully effective, in all cases where funds are mainly allocated to a clearly identifi ed project. Natixis’ business sectors to which the Equator Principles methodology is applicable are mainly infrastructure, energy (onshore and offshore oil and gas), electricity and renewable energies, mining and metals.
The business lines are directly responsible for analyzing and following up the E&S aspects of transactions which are considered as an integral part of the overall assessment of risk quality. Every transaction studied is categorized (A = high impact, B = medium impact, C = no or limited impact) according to the International Financial Corporation’s (IFC) classifi cation, infl uencing the internal loan approval process (see below).
For the most sensitive transactions (category A and B if necessary), a prior review of the E&S documentation by an independent expert is required, particularly in order to validate the conclusions of the initial analysis and determine the additional actions needed to correct and mitigate the impacts as much as possible. An action plan is then drafted and added to the project’s fi nancial documentation so that the borrower is bound to comply with the actions envisaged throughout the loan’s lifetime.
If deemed necessary, the ESR team may inform the senior management of Wholesale Banking of any specifi c E&S issues relating to the transactions.
An E&S appendix must be produced for any new transactions submitted for a loan approval decision, to be appended to the loan request, that summarizes the key factors in the project’s assessment. This appendix is prepared by the business line and, in the case of A and B category projects, expanded by the CSR team, which validates or amends the project category and outlines its position on the project and any recommendations.
R BREAKDOWN OF THE PROJECTS STUDIED (BY NUMBER) BY REGION OF THE WORLD
R BREAKDOWN OF THE PROJECTS STUDIED (BY NUMBER) BY CATEGORY AND GEOGRAPHIC CLASSIFICATION
In order to participate in the discussions following the strategic review of the EPs in February 2011, Natixis actively took part in two task forces as part of the amendment to EPIII underway, one of which covered the “Scope of the EP” and the other “Reporting and Transparency”. Although only a recent signatory to the Equator Principles, this participation has already given Natixis to a solid understanding of the issues surrounding this amendment.
Coface, a credit insurance subsidiary of Natixis, takes into account the social and environmental risks of projects managed on behalf of and with the guarantee of the French government . In accordance with the OECD’s Recommendation on Common Approaches on the Environment and Offi cially Supported Export Credits, an environmental and social impact assessment is systematically carried out for all projects of an amount exceeding €10 million or located in
Finally, Coface takes an active part in think tanks in order to promote certain types of projects, such as renewable energy projects, and to grant them preferential guarantee terms.
2012 Key event 2012 saw the adoption of the defi nitive version of the Common Approaches by the OECD Council, as well as the adopting of the amendments to the sector agreement in Appendix IV of the OECD Arrangement. This new agreement expands the scope of application, which was previously limited to the renewable energy and water sectors, to projects contributing to the mitigation of climate change. A large number of new and advanced technologies, such as CO
As an example, a metro project in Panama (supply of rolling stock and commissioning), guaranteed in 2012, was classifi ed as category A. This classifi cation entails an environmental impact study in order to measure the project’s effects more accurately. The social and environmental impact produces positive effects such as reduced traffi c and fewer road accidents, increased mobility for the population, better air quality, less noise from cars and local job creation.
The project complied with local environmental standards and the World Bank’s guidelines, except with regard to the noise creating during the construction and operation phase. Limited and infrequent, this excess noise will be reduced with the introduction of adequate mitigation measures via an environmental management plan.
To reduce this impact, Natixis has introduced an environmental policy structured around three key areas: the environmental management of buildings, prevention of global warming and raising employee awareness.
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Strategic outlines and organization of the sustainable development policy 2012 Key event One of the data centers built by Natixis(1) has been used since 2012 to heat the water of a nearby water sports center: the heat released by the computers hosted in the data centers is usually discharged into the atmosphere to keep the servers at the correct operating temperature. In the data center, this heat is recovered and supplied to a distribution company, which supplies the neighboring water sports center.
Ultimately, other facilities (companies, hotels, etc.) will be connected to this energy supply so as to heat the equivalent of 10,000 homes.
Following on from the “Green Works Charter”, the “Accessibility Charter” sets rules regarding the usability of facilities and their installation height for all project participants (client, project manager, contractors, etc.). It commits Natixis, beyond the regulatory requirements, to ensuring easier access to its buildings for disabled people.
This meeting room differs particularly in its contrasting signposting, low-vision digital equipment, sound amplifying systems and large maneuvering spaces for people in wheelchairs.
Several other rooms were opened at the end of 2012 in different buildings.
Based on the calculation of the 2011 GHG emissions, an action plan was produced in 2012. This includes actions in fi ve different areas: V buildings: optimization of the occupation of surface areas; V business travel: rules for travel by rail or air defined in the travel policy; V computing: putting computers into hibernation mode; V purchasing: assessment of carbon-emitting strategic purchases; V employee awareness-raising: training in eco-driving.
(1) These data centers were sold at the start of 2012 to the BPCE subsidiary dedicated to the centralized management of the group’s data center infrastructure.
The initiatives introduced as part of this program also help to lower Natixis’ carbon emissions: V restricted use of taxis and development of videoconferencing; V reducing of paper consumption by using multifunction printers; V stricter rules for giving out mobile equipment to employees (cell phones, laptops, etc.).
Regular communication to raise employees’ awareness of sustainable development to reduce their impact on the environment. In 2012, much information was spread through internal communication media (meeting, newsletter, magazine, etc.) and events were organized for the Sustainable Development W eek and the M obility W eek.
2012 Key event At Natixis, the Sustainable Development week was marked by four initiatives in 2012: R corporate social responsibility (CSR) presenting the concepts of sustainable development and CSR, their application to the banking fi eld, and practical applications for Natixis’ business lines and the company’s operation; R a campaign on environmentally-friendly behavior to raise employees’ awareness of daily habits that can reduce their direct impact on the environment in seven areas: energy consumption , paper, electricity, heating and air-conditioning, water and travel; R a conference on renewable energy and another on biodiversity.
In 2012, the Purchasing Department launched a sustainable development survey covering 15 essential banking service suppliers, in areas such as desktop publishing, electronic banking and IT production, and 15 suppliers chosen for the size of their revenue. 80% of them achieved an overall score equal to or higher than the average and none posed a high risk for Natixis.
The Purchasing Department has also signed framework agreements in partnership with other Natixis departments. For example, it has worked with the HR Department and the Central Works Council on listing companies specializing in corporate catering, according to responsible criteria (bio and seasonal menus, waste-sorting by diners and waste prevention).
2012 Key event The Purchasing Department has contributed to Natixis’ action plan for disabled people. A disability employee representative, appointed in 2011, assists buyers in fi nding disability-friendly service providers and helps them throughout the buying process.
So far the programs in support of disabled people have had very positive results. In February 2012 Natixis joined the GESAT network (1) . Every buyer received specialized training in “purchasing from the disabilityfriendly sector” in the fi rst half of 2012. The Purchasing Department has also stepped up its use of disabilityfriendly service providers in many sectors: archiving, mail management, printing, invoice control, dinner trays and catering for evening events, garden maintenance, the manufacture of promotional items, etc.
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Strategic outlines and organization of the sustainable development policy 2012 2011 2010
Share of purchases managed by the Purchasing Department that incorporate social and environmental criteria (as %) 78 90 86
The share of purchases incorporating social and environmental criteria has reduced (mainly for market data services and services relating to specifi c hardware, such as licenses or telecommunication costs, etc.) while the share of the amounts has slightly risen.
In 2012, Human Resources developed these processes in Natixis’ business lines and support functions, paying particular attention to mobility and career management given the substantial changes in the banking business lines. The Management Charter was launched through a communication plan rolled out to all of Natixis’ 2,500 managers, in France and abroad. This charter has been incorporated in the management training and development offer, as well as in the annual appraisal system and the top management’s 360° observations.
Other projects have been initiated in the areas of talent management, skill monitoring, leadership and the reinforcement of mobility schemes.
To encourage diversity, Human Resources have launched initiatives to promote the employment of disabled people, the retention of the over-55s and gender equality (see section [2.3.7] D iversity and equal opportunities).
Since 2012, Human Resources have worked closely with the Winn (Women in Natixis’ network) network of Natixis women executives.
2012 Key event Winn (Women in Natixis’ network), which was created in March 2012, has a two-fold objective: R the promotion of gender equality within Natixis’ management; R the co-ordination of the network of women executives.
Winn is able to make proposals for improving gender equality within Natixis. The network is coordinated through themed Committees, events and discussions between women members. Winn brings together all of the networking initiatives for women executives at Natixis.
These are illustrated by actual management behaviors taken from projects managed by the Human Resources function involving around sixty managers.
Close to a million pregnant women and young children die every year from malaria, although they could have been saved by simple prevention and treatment methods. For the eighth year running, Natixis has rallied its resources for this fi ght by actively supporting prevention programs in endemic regions and fi nancing research by the Institut Pasteur.
V In the field, Natixis has supported Plan France since 2005, an association that implements prevention programs in Cameroon, Burkina Faso and Togo. In 2012, the bank continued to support an anti-malaria program led by Plan France targeting 18,000 children and 4,000 pregnant women in Togo.
The activities in 2012 mainly involved training healthcare professionals and raising awareness among local communities: 45 healthcare professionals (nurses, midwives, etc.) and members of the local NGO were trained and awareness-raising activities (home visits, lectures, etc.) reached around 6,000 people. The NGO also lends a hand with the management of malaria cases by communities by providing anti-malaria healthcare workers.
CANCER RESEARCH According to WHO (World Health Organization) estimates, the number of deaths from cancer is expected to reach 13.1 million worldwide in 2030 vs. 7.6 million in 2008. In France, the number of new cancer cases has almost doubled in the last 25 years, but at the same time, the risk of dying from cancer has fallen by 25% (Source: the Institut national de veille sanitaire - InVS).
As the leading cancer research center in Europe, the Institut Gustave Roussy has always closely combined therapeutic care with fundamental and clinical research, giving it globally recognized expertise in the fi eld of oncological therapeutic innovation.
Natixis’ philanthropic contribution will more specifi cally involve supporting three research teams for the next three years. The fi rst team, led by Jean-Luc Perfettini, has started work on the theme “cell death and senescence*”. The two other teams will be selected in 2013.
* The physiological process of ageing (in this particular case: the ageing process of cells).
Natixis organized the 1st edition of “The Boost”, a call for projects to support initiatives led by employees in the humanitarian, cultural, scientifi c and sporting fi elds. These projects were put to the vote of every employee. Four projects received fi nancial support from Natixis: “Rêves de Gosses” (offering fl ights to “ordinary and extraordinary children”), “Eau potable pour nos enfants” (giving Madagascan children access to clean drinking water in schools and helping to improve school enrolment rates), “Soutien à la parentalité du centre maternel de Bry-surMarne ” (helping parents learn how to educate their children) and “Ekolo Ya Bonobo” (protecting the bonobo monkeys by working with the local population in the Democratic Republic of Congo).
The social and environmental information for 2012 is based on the following standards: V the social and environmental information set out in Article 225 of the Grenelle 2 law which governs reporting structure; V the GRI (1) framework.
This year, a selection of indicators were audited with moderate assurance by the College of Auditors. These indicators are marked with the symbol in the “Social and Environmental Performance” section .
The information in this chapter is an integral part of the management report.
Natixis considers the information pertaining to the use of land as irrelevant with regard to its operations and has neither environmental guarantees nor provisions.
Geographic area 5: Africa, NME, Russia & Others (as %) 5.1 5.0 4.5
Overall compensation includes: V fixed compensation that rewards the skills and expertise expected of an employee in a given position and factors in external practices and internal grades. This is reviewed annually, both collectively, through Mandatory Annual Negotiations, and individually, in accordance with the framework set by Natixis’ General Management. This individual review takes place simultaneously with the process of determining variable compensation; V this variable compensation takes into account the employee’s annual performance and external practices, while obeying the rules set out by the compensation policy. Individual variable compensation is awarded as part of an overall annual process defined by the Human Resources Department and approved by the General Management Committee. The proposals made by the managers in conjunction with the Human Resources teams follow an approval procedure, which, for the highest salaries, require the approval of the Board of Directors after review by the Appointments and Compensation Committee. This process guarantees the consistency and fairness of the proposals and their compliance with the current policy and market practices, bearing in mind financial constraints; V the collective compensation (employee savings plan) that gives employees a stake in the performance of Natixis and the other companies, is based on: R a single mandatory profi t-sharing agreement, a collective pension plan and a savings plan,
The compensation is supplemented by additional employee benefi ts, particularly in countries that don’t have universal healthcare cover, and benefi ts in kind (such as a company car) awarded to specifi c groups.
The details of the 2012 compensation policy for this category of employees, along with the associated quantitative data, will be published in a special report, which will be available on the Natixis website before the General Shareholders’ Meeting of May 21, 2013.
Average gross annual compensation of staff under permanent employment contracts (excluding profi t sharing and employer contributions to the company savings plan) (in thousands of euros) 74.0 79.2 69.4
Voluntary employee profi t-sharing (in millions of euros)* 97.8 67.7 73.7
Total employer contribution paid in respect of the company savings plan and the collective pension plan (PERCO) (in millions of euros) 31.6 22.7 - * Consolidated fi gures at 02.13.2013.
Within Natixis S.A. , the collective workweek is 38 hours and employees also enjoy compensatory time off in lieu of overtime.
The current set of agreements on the management of working hours includes several types of contracts (part-time, short-time, special working conditions for employees with disabilities, etc.) and provides for the associated terms and conditions of compensation and social security contributions (e.g. part-time parental leave can give rise to a social security contribution based on full-time working hours).
Overtime (in annual FTEs) 11.8 15.3 16.7 2.3.4 EMPLOYEE RELATIONS AND SOCIAL PROGRAMS
The consolidated Natixis Committee, consisting of the elected representatives of the companies that make up Natixis, inform the management and union bodies about the company’s strategy and performance.
Overall, around fi fty agreements and amendments were signed in 2012 by union organizations across the whole of the consolidated Natixis France scope.
In addition, a mutual assistance scheme exists for employees suffering bereavement or struggling with serious personal or family problems. The annual contributions paid by member employees are matched by 200% by the company.
Furthermore, Natixis’ supplementary health insurance plan, which promotes intergenerational solidarity between current and retired employees, is administered by a joint Board of employer and employee representatives. The plan also has a solidarity fund to provide assistance to employees in critical situations.
In 2012, the “Professional Behavior, Prevention of Harassment and Distress at Work” Commission continued to fulfi ll its role in analyzing special situations.
The Stress Observatory allows every employee to answer a questionnaire when they go for their regular medical checkup and then discuss the results with the doctor. From a companywide standpoint, the observatory is used to maintain a statistical database for the measurement of stress levels and how they are developing over time, broken down by organizational and geographic criteria, the results of which are presented each year to the CHSCT.
Frequency rate of workplace accidents (a) (by number per million hours worked) 5.99 6.48 -
Severity rate of workplace accidents (b) (by number of days of incapacity per thousand hours worked) 0.10 0.10 -
In 2012, Natixis’ employees in France received more than 247,000 hours of training. New e-learning solutions, such as the “Economics, Banking and Capital markets” modules were also introduced.
2012 Key event Cegos awarded Natixis the top prize in the 2012 E-Learning Excellence Awards. Natixis received this distinction for its “Behavior under Stress” training package, which combines e-Learning, classroom teaching and conferences. This is an integral part of the policy for the prevention of stress and psychosocial risks launched by Natixis in 2008.
Natixis is innovating in other subjects and teaching channels: V for example by continuing with the development of its e-Learning offer on the basics of economics, banking and the capital markets. This trilogy, which is currently being rolled out, gives employees a better grasp of the banking environment and business lines and a better understanding of their activity’s key indicators; V by experimenting with virtual classes, which each participant can follow remotely; V by developing knowledge management sessions led internally by in-house experts.
The key focuses remain gender equality in the workplace, retaining older members of staff, recruiting and supporting disabled employees and diversity.
Tools have been adopted to promote pay equality, such as the career advancement system or the young graduate pay grid, which aim for equality in the awarding of pay increases and promotions.
With regard to hiring and career management, many internal and external sourcing initiatives have been led to encourage applications from women and help to achieve a balance between the sexes in the teams. 24 female employees have benefi ted from dedicated development programs to boost their advancement within Natixis.
The policy to promote the employment of disabled people within the company is a major component of social responsibility. The action plan, based on the agreement signed by the management and union bodies in March 2011, has produced satisfactory initial results, with an increase in the overall percentage of disabled workers from 1.11% in 2010 to 2.34% in 2012.
R 60 initiatives have been carried out to adapt working conditions within the company, for example by creating disabilityfriendly meeting rooms (see section 2.1.2.1).
R Around a hundred employees also benefi ted from specifi c measures to assist the parents of disabled children or the spouses of disabled staff.
When it comes to diversity, Natixis further reinforced its partnership, initiated in 2010, with the association Nos Quartiers ont des Talents, allowing the mentoring by management executives of young people from underprivileged neighborhoods looking for work.
Percentage of women granted individual pay increases (a) (as %) 55.1 50.8 49.5
Percentage of employees aged 55 and over in the workforce (as %) 13.8 12.2 11.1
(c) Ratio published as 1.5% in the 2011 registration document, recalculated at 12.31.2012 .
The 2012 reporting scope consists of Natixis and its subsidiaries in mainland France and the French overseas departments, excluding data centers, covering 355,753 (1) m2 and 20,281 workstations.
(1) Including the offi ce space managed by the Real Estate and Logistics Department and the offi ce space used by third parties (owners or property administration agencies).
IT and offi ce materials, excluding mobile phones (in metric tons) 120 89 80
No noise or other pollution was identifi ed in connection with Natixis’ activity in 2012.
Consumption in m3 per m2 of usable fl oor area 0.27 0.33 0.29
The rollout of new printers continued in 2012 at sites that have more than 1,500 workstations.
Total energy consumption of buildings and data centers 88,836 138,298 145,541
Energy consumption per workstation (in MWh) excluding data centers 3.89 7.44 8.19
Energy consumption per m2 of usable offi ce space (in MWh) excluding data centers 0.22 0.39 0.39
Total fuel consumption of buildings and data centers (in m3 ) 20 60 51
Energy effi ciency reports were produced on the buildings in 2012 to assess the potential energy savings. These resulted in the introduction of energy-saving equipment (LED lighting and motion detectors) and energy-saving initiatives (automatic light switch-off during off-peak hours and recovery of the heat produced by refrigeration units in computer rooms).
2.4.3 CONTRIBUTION TO THE ADAPTATION TO AND THE FIGHT AGAINST GLOBAL WARMING
In 2011, new regulations came into force (Article 75 of Law No. 2010-788 of July 12, 2010) obliging companies with more than 500 employees and whose head offi ces are based in France to publish the level of greenhouse gas emissions (GHG) generated by their energy consumption.
Natixis carried out GHG assessments in 2006, 2010 and 2011 (based on data from the previous year) of its activities relating to the internal operation of the consolidated Natixis France scope. The calculation included not only regulatory requirements (scope 1 and 2: direct and indirect emissions resulting from energy consumption), but also other, indirect, emissions (scope 3: purchases, business travel, commuting by employees, etc.).
As the calculation of the other indirect emissions (scope 3) requires considerable resources, it has not been repeated this year. The calculation for the fi rst two scopes included Coface, which was not the case in previous years. The offi cial publication submitted to the Prefecture is available online (1).
Scope 1: direct emissions resulting from energy consumption - gas and fuel oil - (in tons CO
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Environmental information The emissions in scope 1 remained stable between 2010 and 2011. Unlike overall energy consumption, which fell by 5% between 2010 and 2011 (see section [2.4.2.3]), scope 2 emissions dropped by around 20%. This is due to the reduction of electricity consumption and above all the fall in heating utility consumption by more than half (steam distributed by a municipal heating system). The emission factor (which is used to convert kWh of energy into CO
equivalent and is provided by ADEME (1) ) of heating utilities is the highest in scope 2 (0.20 kgCO
eq./kWh). Any reduction in this type of consumption therefore has a signifi cant impact on GHG emissions.
emission rate attributable to the fl eet of company vehicles (see section [2.4.3.3)) or the increase in videoconferences, resulting in fewer business trips (see section [2.4.3.4]).
A new car policy was introduced in August 2012. It defi nes rules incorporating new reductions of CO
emissions ceilings that help to lessen the environmental impact of the fl eet: V reduction of maximum authorized CO
(1) Agence de l’environnement et de la maîtrise de l’énergie (agency for the environment and the control of energy consumption).
Average CO2 emission rate of the company fl eet of Natixis S.A. (in g of CO2/km) 131 141 147
(a) The difference versus the fi gures published in the 2011 report is the result of a data update campaign in the fl eet management application.
An online questionnaire on commuting raised employees’ awareness of the environmental footprint of their journeys and allowed data to be collected for the carbon footprint assessment.
This notably includes travel rules that have an environmental impact: V where a destination can be reached by both rail and air, trains are now compulsory for a number of destinations in France and Europe (depending on journey time); V economy class is compulsory for domestic flights, flights between European countries and intercontinental flights of less than four hours; V the use of taxis and the reimbursement of per kilometer expenses are governed by rules on specific use (approval by manager, exceptional circumstances). Natixis also prefers the use of “green taxis” (hybrid vehicles) for travel by its employees; V when vehicles are used on a short-term rental basis, the category depends on the circumstances (number and type of people transported); V the use of alternatives to travel should be preferred (telephone conferences, videoconferences and web conferences). Use of these alternatives further increased at Natixis in 2012: 24,000 videoconferences were held (compared to 15,500 in 2011).
Natixis is the corporate, investment and fi nancial services arm of Groupe BPCE. It assists regional development by funding the businesses of the retail, corporate and SME clients of Groupe BPCE’s two banking networks, Banque Populaire and Caisse d’Epargne.
V Completion of questionnaires V Invitations to tender V Product development and management V Contracts
V In-house information V Specifi c Committees (e.g. Committee for Hygiene, Safety and Working Conditions (CHSCT))
Institutionals, regulators V Financial regulatory authorities V Transmission of information and documents for control and audits
V Supporting chairs V Contributions to the school curriculum V Student tutoring V Receiving interns, including co-op students 2.5.3 SUBCONTRACTING AND SUPPLIERS
Purchasing measures taken to promote human rights are described in section [2.1.3] “ Responsible purchasing policy” .
No risks to consumers’ health and safety have currently been identifi ed in relation to Natixis’ products.
Certifi cate of incorporation and Statutory Auditors’ limited assurance report on a selection of social , environmental and corporate information 2.6 Certificate of incorporation and Statutory Auditors’ limited assurance report on a selection of social , environmental and corporate information
As requested and in our capacity as the Company’s statutory auditors, we hereby submit our report on a selection of social, environmental and corporate information presented in the Management Report for the year ended December 31, 2012 in accordance with Articles L.551-35 of the French Monetary and Financial Code and Article L.225-102-1 of the French Commercial Code.
It is our responsibility, on the basis of our work: V to attest that the required Information is presented in the Management Report and is subject, in the case of omission, to an explanation in accordance with paragraph three of Article R.225-105 of the French Commercial Code and Decree No. 2012-557 dated April 24, 2012 (Certificate of incorporation); V to express a conclusion of limited assurance that the data (1) selected by the Natixis Group and identified by the symbol (the “Data”) is presented, in all material respects, in a fair fashion in accordance with the Standard used (Limited assurance report on a selection of Data).
We conducted the following work in accordance with professional standards applicable in France.
V We compared the Information presented in the Management Reports with the list set out in Article R. 225-105-1 of the French Commercial Code; V We verified that the Information covered the scope of consolidation, i.e. the Company and its subsidiaries within the meaning of Article L. 233-1 and the companies that it controls within the meaning of Article L. 233-3 of the French Commercial Code within the limits set out in section [ 2.2] “Social and Environmental Performance” ; V In the case of omission of certain consolidated information, we verified that explications have been provided in accordance with Decree No. 2012-557 dated April 24, 2012.
Based on this work, we certify that the required Information has been incorporated in the Management Report.
We carried out our work in compliance with ISAE 3000 (International Standard on Assurance Engagements) and the professional code applicable in France. We performed the following procedures which we considered necessary to obtain a limited assurance that the Data selected by the Group and identifi ed by the symbol is free of material misstatement that might compromise its fairness, in all material respects, in accordance with the Standards. A higher level of assurance would have required more extensive work.
V In terms of qualitative Data, we conducted interviews and reviewed the associated documentation to support this information and assess its fairness.
Based on our work, we did not fi nd any material misstatements liable to question the fact that the Data selected by the Group and identifi ed by the symbol has been presented, in all material respects, in a fair fashion, in accordance with the Standards.
3.4.1 Compensation and benefi ts of all kinds for Board members 115 3.4.2 Compensation and benefi ts of all kinds for the CEO 116 3.5 POTENTIAL CONFLICTS OF INTEREST 124 3.5.1 Competence and integrity of directors 124 3.5.2 Contracts binding the company and the Directors and senior Management 124 3.5.3 Confl ict of interest 124 3.6 CHAIRMAN’S REPORT ON THE INTERNAL CONTROL PROCEDURES 125 3.6.1 Internal control mechanisms 125 3.6.2 General organization 126 3.6.3 Control system participants 126 3.6.4 Risk monitoring and Control 132 3.6.5 Internal control procedures relating to accounting and fi nancial information 137 3.7 STATUTORY AUDITORS’ REPORT ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS 140
V This report was prepared in application of Article L.225-37 of the French Commercial Code.
In accordance with Article 26 of Law 2008-649 of July 3, 2008, involving various provisions to adapt Company law to EU law, the Corporate Governance Code to which reference has voluntarily been made when preparing this report is the Corporate Governance Code for listed companies published in December 2008 by the Association Française des Entreprises Privées ( AFEP – French Association of Private Sector Companies) and the Mouvement des Entreprises de France (Medef – French Business Confederation), hereinafter referred to as the “AFEP-Medef Code” . The AFEP-Medef Code is available for consultation at the Company’s head offi ce and on the Natixis website.
Directors’ terms of offi ce Recommendation not followed, see paragraph 3.1.1.1
Structure of the corporate and executive bodies 3.2 Structure of the corporate and executive bodies (a)
Chairman of the Board of Directors First appointed: CSM of 04. 30. 2009 (Chairman of the Board: Board Meeting of 04. 30. 2009) Term expires: 2015 AGM (b)
Chairman of the BPCE Management Board 50, avenue Pierre- Mendès-France 75201 Paris Cedex 13
Director Permanent representative: Mr. Daniel Karyotis Date of birth: 02. 09. 1961 First appointed: Co-opted by the Board on 08. 25. 2009 and ratifi ed at the CSM of 05. 27. 2010 Term expires: 2015 AGM Member, Audit Committee First appointed: Board Meeting of 01. 28. 2013 Term expires: 2015 AGM (b)
Ms. Christel Bories * Date of birth: 05. 20. 1964 Nationality: French Natixis shares held: 5,000
Director First appointed: Co-opted by the Board on 02. 22. 2011 a nd ratifi ed at the CS M of 05. 26. 2011 Term expires: 2015 AGM (b)
Director First appointed: Co-opted by the Board on 01. 28. 2013 Term expires: 2015 AGM (b)
Chairman of the Board of Directors of Banque Populaire d’Alsace Immeuble le Concorde 4, quai Kléber BP 10401 67000 Strasbourg Cedex
Chief Executive Offi cer of Banque Populaire Occitane 33-43 avenue Georges Pompidou 31135 Balma Cedex
Director First appointed: Co-opted by the Board on 04. 01. 2010 and ratifi ed at the CS M of 05. 27. 2010 Term expires: 2015 AGM (b)
Chief Financial and Administrative Offi cer , JC Decaux S.A. Zone Industrielle Saint Appoline 78378 Plaisir Cedex
Mr. Stève Gentili Date of birth: 06. 05. 1949 Nationality: French Natixis shares held: 57,780
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Member Main role in the Company Main role outside the Company
Ms. Catherine Halberstadt Date of birth: 10.09.1958 Nationality: French Natixis shares held: 1,097
Member, Audit Committee First appointed: O GM of 05.29.2012 Term expires: 2018 AGM (c)
Mr. Bernard Oppetit * Date of birth: 08.05.1956 Nationality: French Natixis shares held: 1,000
Mr. Didier Patault Date of birth: 02.22.1961 Nationality: French Natixis shares held: 2,442
Mr. Philippe Sueur Date of birth: 07.04.1946 Nationality: French Natixis shares held: 3,700
Member, Appointments and Compensation Committee First appointed: Board Meeting of 12.17.2009 Term expires: 2015 AGM (b)
Chairman of the Steering and Supervisory Board of Caisse d’Epargne Languedoc-Roussillon 254, rue Michel Teule BP7330 34184 Montpellier Cedex 4 * Independent director.
(a) A list of the offi ces held by the Chief Executive Offi cer in 2012 and in previous years appears in s ection [3.2.4].
R MEMBERS OF THE SENIOR MANAGEMENT COMMITTEE (CDG) AT MARCH 1, 2013
Ms. Virginie Banet Wholesale Banking / RCC – Coverage and M&A
Mr. John Hailer Investment Solutions Natixis Global Asset Management US and Asia
Mr. François Riahi Wholesale Banking / FSM – Asia – Pacifi c
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies 3.2.4 LIST OF CORPORATE OFFICERS’ POSITIONS
Chairman of: Somabol (since 12.12.2012) Chief Executive Officer of: Omnium Bolloré, Financière V Member of the Supervisory Board of: Vivendi (since 12.13.2012) Member of the Board of: Batscap, Bolloré (1), Bolloré Participations, Financière Moncey (1), Financière de l’Odet (1), Financière V, Havas (1), Havas Média France, Matin Plus, Omnium Bolloré Permanent Representative of Bolloré Participations on the Boards of Directors of: Compagnie des Tramways de Rouen, Société Anonyme Forestière et Agricole (Safa), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois (1), Société Bordelaise Africaine Permanent Representative of Bolloré Participation, member of the Supervisory Board of: Compagnie du Cambodge (1)
Member of the Board of: BB Group, Centrages, Champ de Mars Investissements, Financière Nord Sumatra, Generali (1), Socfi naf (1)
Chairman and Chief Executive Officer of: Bolloré (1), Bolloré Participations Chairman of the Board of Directors of: Havas (1), Financière de l’Odet (1)
Chairman of: VEPB (until 04.27.2011) Chief Executive Officer of: Sofi bol, Omnium Bolloré, Financière V Member of the Board of: Batscap, Bolloré (1), Bolloré Participations, Direct 8, Direct Soir, Financière Moncey (1), Financière de l’Odet (1), Financière V, Havas (1), Havas Média France, Matin Plus, Omnium Bolloré, Sofi bol, VEPB (until 04.27.2011) Permanent Representative of Bolloré Participations, member of the Board of Directors of: Compagnie des Tramways de Rouen, Société Anonyme Forestière et Agricole (SAFA ), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois (1), Société Bordelaise Africaine Permanent Representative of Bolloré Participations, member of the Supervisory Board of: Compagnie du Cambodge (1)
Permanent Representative of Bolloré, member of the Board of Directors of: Bolloré Média, Fred et Farid Paris, Fred et Farid Group (since 08.30.2011)
FRANCE Member of the Supervisory Board of: Natixis Chairman and Chief Executive Officer of: Bolloré, Bolloré Participations Chairman of the Board of Directors of: Financière de l’Odet, Havas, Havas Média France Chairman of: Bolloré Production, Véhicules Électriques Pininfarina-Bolloré (VEPB) Chief Executive Officer of: Omnium Bolloré, Financière V, Sofi bol Member of the Board of: Batscap, Bolloré, Bolloré Participations, Direct 8 (formerly Bolloré Média), Compagnie des Glénans, Matin Plus (formerly Compagnie de Bangor), Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol, Havas Média France, Havas, VEPB Permanent Representative of Bolloré Participations, member of the Board of Directors of: Société Anonyme Forestière et Agricole (SAFA ), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, Compagnie des Tramways de Rouen, IER Permanent Representative of Bolloré Participations, member of the Supervisory Board of: Compagnie du Cambodge (1)
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Vincent Bolloré (continued)
INTERNATIONAL Chairman of: Nord Sumatra Investissements, Financière du Champ de Mars, Financière Nord Sumatra, Champ de Mars Investissements Vice-President of: Société des Caoutchoucs de Grand Bereby (SOGB), Bereby Finances, Generali (since 04.24.2010) Member of the Board of: BB Group, Centrages, Champ de Mars Investissements, Financière Nord Sumatra, Generali (since 04.24.2010), Intercultures, Liberian Agricultural Company (LAC ), Mediobanca, Plantations Nord Sumatra Limited, Plantations des Terres Rouges, SDV Gabon, Bolloré Africa Logistics Sénégal (formerly SDV Sénégal), Socfi n KCD, Socfi naf Cy Ltd (until 04.01.2010), Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc and les Oléagineux (Sogescol) Managing Director of: Nord Sumatra Investissements, Financière du Champ de Mars Permanent Representative of Bolloré Participations, member of the Board of Directors of: SDV Cameroun (until 09.16.2010), Bolloré Africa Logistics Cameroun (since 09.16.2010), SDV Congo, SAFA Cameroun, Socapalm (Société Camerounaise de Palmeraies), Palmcam (Société des Palmeraies du Cameroun), SPFS (Société des Palmeraies de la Ferme Suisse – Palm’or) (until 06.09.2010), Société des Caoutchoucs de Grand Bereby – SOGB, Bereby Finance Co-Manager of: Brabanta
INTERNATIONAL Chairman of: Champ de Mars Investments, Financière du Champ de Mars, Financière Nord Sumatra, Nord Sumatra Investissements Vice-President of: Société des Caoutchoucs de Grand Bereby (SOGB), Bereby Finances Member of the Board of: BB Group, Centrages, Champ de Mars Investissements, Financière Nord Sumatra, Intercultures, Liberian Agricultural Company (LAC ), Mediobanca, Plantations Nord Sumatra Limited, Plantations des Terres Rouges, SDV Gabon, SDV Sénégal, Socfi n KCD, Socfi naf Cy Ltd, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc and les Oléagineux (Sogescol) Managing Director of: Nord Sumatra Investissements, Financière du Champ de Mars Permanent Representative of Bolloré Participations, member of the Board of Directors of: SDV Cameroun, SDV Congo, SAFA Cameroun, Socapalm (Société Camerounaise de Palmeraies), Palmcam (Société des Palmeraies du Cameroun), SPFS (Société des Palmeraies de la Ferme Suisse – Palm’or), Société des Caoutchoucs de Grand Bereby – SOGB, Bereby Finance Co-Manager of: Brabanta
Member of the Board and Chairman of the Strategic Committee of: Legrand S.A., (since May 2012) Director and Member of the Audit & Compensation Committee of: Smurfi t Kappa (since November 2012) Member of the Board of: Cercle de l’Industrie (Association of the Chairmen of the leading French industrial companies) (since early 2012) Vice-Chairman of: Fabrique de l’ Industrie (think-tank on French industrial issues) (since November 2012)
Member of the Board of: Natixis (1) (since February 22, 2011) Chief Executive Officer of: Constellium (until November 2011)
Member of: the Cercle de l’Industrie (Association of the Chairmen of the leading French industrial companies) Senior Vice President of: Rio Tinto Member of the Executive Committee of: Rio Tinto Alcan Member of the Executive Committee of: the EAA (European Aluminium Association) Chairman of: the EAA (European Aluminium Association) (until January 2009)
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Thierry Cahn (Director since 01.28.2013) (born on September 25, 1956) Chairman of the Board of Directors of Banque Populaire d’Alsace since September 30, 2003, Thierry Cahn is also a member of the Supervisory Board of BPCE. A holder of the Professional Lawyer’s Certifi cate (Certifi cat d’aptitude à la Profession d’Avocat - CAPA ), he joined the fi rm of Cahn et Associés in 1981. In 1984, he joined the General Council of the Colmar Bar (Conseil de l’Ordre des avocats de Colmar) of which he is still a member. In 1986, he was named Secretary General to the National Lawyers’ Association (Confédération Nationale des avocats) which he chaired from 1995 to 1996, before becoming Chairman of the Colmar Bar Association from 1998 to 1999. In addition, since 1985 he has been Tutor at the Institut Universitaire de Technologie (IUT) de Haute Alsace and the CRFPA d’Alsace. An expert in business law, Thierry Cahn provides the Natixis Board of Directors with legal expertise.
Member of BPCE Supervisory Board Chairman of the Board of Directors of: Banque Populaire d’Alsace Member of the Supervisory Board of: Banque Palatine
Chairman of the Board of Directors of: Banque Populaire d’Alsace Member of the Board of: Banque Fédérale des Banques Populaires Member of the Supervisory Board of: Foncia Groupe
Alain Condaminas (born April 6, 1957) Alain Condaminas has been Chief Executive Offi cer of Banque Populaire Occitane since 2006 and a member of the Supervisory Board of BPCE. He holds a degree in Economic Sciences and a DESS in Banking and Financial Techniques, and joined the Banque Populaire Group in 1984. In 1992, he began working at Banque Populaire Toulouse-Pyrénées as Head of Production, supervising the Human Resources Department, and subsequently as Head of Operations. In 2001, he became Chief Executive Offi cer of Banque Populaire Quercy-Agenais. In 2003, he oversaw the merger with Banque Populaire du Tarne et de l’Aveyron, followed by another with Banque Populaire Toulouse-Pyrénées that formed the existing Banque Populaire Occitane. Alain Condaminas’ extensive experience in banking and fi nance and his expertise in Human Resources, production, operations and change management applied to the banking sector are all useful skills for Natixis’ Board of Directors.
Chief Executive Officer of: Banque Populaire Occitane Member of the Supervisory Board of: BPCE (since 06.27.2012) Chairman of: Fondation d’entreprise BP Occitane Member of the Board of: Natixis (1) (since 05.29.2012), Natixis Asset Management Permanent Representative of BP Occitane, Vice-Chairman of the Board of Directors of: CELAD S.A. (2)
Permanent Representative of BP Occitane, member of the Board of: i-BP, IRDI (2)
Non-v oting member of the Supervisory Board of BPCE Chief Executive Officer of Banque Populaire Occitane Member of the Board of: Natixis Asset Management, Natixis Interépargne Permanent Representative of BP Occitane, Vice-Chairman of the Board of Directors of: CELAD S.A. Permanent Representative of BP Occitane, member of the Board of Directors of: i-BP, IRDI Permanent Representative of BP Occitane, member of the Supervisory Board of: SOTEL , ABP IARD Permanent Representative of BP Occitane, Manager of: SNC Immocarso
Non-v oting member of the Supervisory Board of BPCE Chief Executive Officer of Banque Populaire Occitane Chairman of: GIE Carso Matériel Member of the Board of: Natixis Asset Management, Natixis Interépargne Permanent Representative of BP Occitane, Vice-Chairman of the Board of Directors of: CELAD S.A. Permanent Representative of BP Occitane, member of the Board of Directors of: i-BP, IRDI Permanent Representative of BP Occitane, member of the Supervisory Board of: SOTEL , ABP IARD Permanent Representative of BP Occitane, Manager of: SNC Immocarso
Chief Executive Officer of Banque Populaire Occitane Chairman of: GIE Carso Matériel Member of the Board of: Natixis Asset Management, Natixis Securities, Société Marseillaise de Crédit (SMC), Socama 31 Permanent Representative of BP Occitane, Vice-Chairman of the Board of Directors: CELAD S.A. Permanent Representative of BP Occitane, member of the Board of Directors of: i-BP, IRDI Permanent Representative of BP Occitane, member of the Supervisory Board of: SOTEL , ABP IARD, Latecoere Permanent Representative of BP Occitane, Manager of: SNC Immocarso
Member of the Supervisory Board of: BPCE (until 04.30.2012) Chief Executive Officer of: Banque Populaire Rives de Paris (until 05.01.2012) Chairman of the Board of Directors and Chief Executive Officer of: Sud Participation S.A. (until 12.17.2012) Chairman of the Board of Directors of: BPCE Achats (until 03.15.2012), Turbo S.A.
Chairman of the Board of Directors of: BPCE Achats, Turbo S.A. Vice-Chairman of the Board of Directors of: Fondation d’Entreprise Banque Populaire Member of the Board of: Natixis Private Equity Permanent Representative of Banque Populaire Rives de Paris, member of the Board of Directors of: i-BP, Association des Banques Populaires pour la Création d’Entreprise Permanent representative of BP Rives de Paris, Chairman of the Board of Directors of, SAS Sociétariat BP Rives de Paris
Chairman of: BPCE Achats (since 06.15.2010) Chairman of the Board of Directors of: Turbo S.A.
Member of the Board of: Banque Privée 1818 (until 09.30.2010), Coface (until 09.13.2010), Natixis Assurances (until 09.13.2010), Natixis Private Banking, (until 09.13.2010) Natixis Private Equity, Société Marseillaise de Crédit (until 09.21.2010), Banque Populaire’s corporate foundation Permanent representative of Banque Populaire Rives de Paris, member of the Board of Directors of: i-BP, Association des Banques Populaires pour la Création d’Entreprise (Chairman) Chairman of: SAS Sociétariat BP Rives de Paris
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Nicolas Duhamel (born August 13, 1953) Nicolas Duhamel was a Permanent Representative of BPCE on Natixis’ Board of Directors until December 2012. A graduate of IEP Paris with a bachelor’s degree in law, as well as a DESS in economics, as well as an alumnus of ENA, Nicolas Duhamel was an Inspecteur des Finances (fi nancial inspector) in France’s Ministry for the Economy until 1984. He then held fi nancial posts in several companies: Head of France Telecom’s Treasury Department from 1984 to 1988, Chief Financial Offi cer for Havas (listed in the CAC 40 index) from 1993 to 1998, and Deputy Chief Executive Offi cer of Vivendi Universal’s Publishing division until 2001. From 2002 to 2009, Nicolas Duhamel was at La Poste as Deputy Chief Executive Offi cer, Chief Financial Offi cer and a member of the group’s Executive Committee. From July 2009 to November 2012, he was Chief Executive Offi cer, a member of the Management Board of BPCE in charge of Finance, and a Permanent Representative of BPCE on the Natixis Board of Directors. Since November 2012, Nicolas Duhamel has been Advisor to the Chairman of BPCE’s Management Board in Charge of Public Affairs.
Chief Financial Officer and Member of the Management Board of: BPCE Deputy CEO of: CE Holding Promotion Member of the Supervisory Board of: Fonds de Garanties des Dépôts (since 03.29.2010) Member of the Board of: BPCE IOM Chairman of the Board of Directors of: CCF Permanent representative of BPCE on the Boards, Natixis (1), Crédit Foncier de France, CE Holding Promotion
Chief Financial Officer and Member of the Management Board of: BPCE Deputy CEO of: CE Participations (until 08.05.2010), BP Participations (until 08.05.2010), CE Holding Promotion (since 06.30.2010) Member of the Supervisory Board of: Fonds de Garanties des Dépôts (since 03.29.2010) Member of the Board of: BPCE IOM Permanent representative of BPCE on the Boards of Natixis, Crédit Foncier de France, CE Holding Promotion (since 06.30.2010) Chairman of the CFF Audit Committee
Deputy CEO of: La Poste group Member of the Executive Committee of: La Poste group
Permanent representative of BRED Banque Populaire on the Board of Directors of: BICEC (until 06.29.2012), BCI (Banque Commerciale Internationale) (until 2012)
Chairman of the Board of Directors of: BRED Banque Populaire Chairman of the Board of Directors of: Natixis Pramex International (until 02.23.2011), SPIG, Natixis Institutions Jour, Banque Internationale de Commerce-Bred, BRED Gestion, Cofi bred, NRJ Invest, Fondation d’Entreprise de la BRED Chairman of: Agence Banque Populaire pour la Coopération et le Développement, Bureau International-Forum Francophone des Affaires Member of the Board of: Natixis Pramex International Milan, Natixis Algeria, BCI Mer Rouge, Thales, Bercy Gestion Finances +, Promépar Gestion, BRED Cofi lease, Prépar IARD Member of the Supervisory Board of: Prépar-Vie Permanent representative of BRED Banque Populaire on the Board of Directors of: BICEC , BCI (Banque Commerciale Internationale)
Member of the Supervisory Board of: BPCE Member of the Supervisory Board (until 04.30.2010) and member of the Board of Directors of: Natixis Chairman of the Board of Directors of: BRED Banque Populaire, Natixis Pramex International, SPIG, Natixis Institutions Jour Chairman of the Supervisory Board of: Banque Internationale de Commerce-BRED (Bic-BRED) Chairman of: BRED Gestion, Cofi bred, Agence Banque Populaire pour la Coopération et le Développement, Bureau International-Forum Francophone des Affaires Vice-Chairman of the Board of Directors of: BP Participations (until 05.14.2009) Member of the Board of: Coface, Natixis Algeria, Natixis Pramex International Milan, Société Marseillaise de Crédit, Thales, BGF+, Promépar Gestion, BRED Cofi lease, Prépar IARD Member of the Supervisory Board of: Prépar-Vie Representative of BRED Banque Populaire on the Board of Directors of: BICEC , BCI (Banque Commerciale Internationale)
Member of the Supervisory Board of: Natixis Chairman of the Board of Directors of: BRED Banque Populaire, BRED Gestion, Natixis Pramex International, Spig, Natixis Institutions Jour Chairman of the Supervisory Board of: Banque Internationale de Commerce – BRED Chairman of: Compagnie Financière de la BRED (Cofi bred) Vice President of: Banque Fédérale des Banques Populaires Member of the Board of: Bercy Gestion Finances +, BRED Cofi lease, Coface, Natixis Algeria, Natixis Pramex Italia SRL, Prepar IARD (a business corporation), Promepar Gestion (a business corporation), Société Marseillaise de Crédit Member of the Supervisory Board of: Prépar-Vie Permanent representative of BRED Banque Populaire on the Board of Directors of: BICEC , BCI – Banque Commerciale Internationale, NJR Invest
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Catherine Halberstadt (born October 9, 1958) Catherine Halberstadt has been Chief Executive Offi cer of Banque Populaire du Massif Central since 2010 and a member of the Supervisory Board of BPCE. With a post-graduate degree in fi nancial accounting (DECS) and another in business, administration and fi nance (DESCAF ) earned at the École Supérieure de Commerce in Clermont-Ferrand, Catherine Halberstadt has been with Groupe BPCE since 1992. She began her career at Banque Populaire du Massif Central in Marketing Research (19821986 ) before becoming a Communications Offi cer (1986-1992). She was later appointed Human Resources and Organizational Director (1992-1998), Chief Financial Offi cer (1998-2000) and then Deputy CEO (2000-2008). In 2008, she joined Natixis Factor as Chief Executive Offi cer (2008-2010). The Board of Directors has called on Catherine Halberstadt, given her time with Groupe BPCE, for her fi nancial analysis and Human Resources skills as well as her knowledge of retail banking and factoring.
Chief Executive Officer of: Natixis Factor (since 09.15.2008) Permanent representative of BP Massif Central, member of CS Assurances BP IARD (until 12.31.2008)
Bernard Jeannin (born April 19, 1949) Bernard Jeannin was a Member of the Board of Natixis until May 29, 2012. He holds a master’s degree in Economic Science and joined Groupe Banque Populaire via Banque Populaire Franche-Comté in 1972. After a period in the Loans Department and in operations (notably branch management), he joined senior management and successively held the posts of central director in charge of Human Resources, then commitments and lastly general control. In 1992, he was appointed Deputy Chief Executive Offi cer of Banque Populaire Bretagne-Atlantique, in charge of development and subsidiaries. He subsequently became Chief Executive Offi cer of Banque Populaire du Quercy et de l’Agenais in 1997, then Chief Executive Offi cer of Banque Populaire de FrancheComté, du Mâconnais et de l’Ain in 2001. He was appointed Chief Executive Offi cer of Banque Populaire Bourgogne Franche-Comté in 2002, at the time of its creation through the merger of Banque Populaire Bourgogne and Banque Populaire de Franche-Comté, du Mâconnais et de l’Ain.
Member of the Supervisory Board of: BPCE (until 06.27.2012) Member of the Board of: Natixis (1) (until 05.29.2012) Chief Executive Officer of: Banque Populaire Bourgogne Franche-Comté (until 06.30.2012) Member of the Board of: IPMPE (until 06.06.2012) Permanent representative of Banque Populaire Bourgogne Franche-Comté on the Board of Directors of: i-BP (until 06.30.2012), BPCE Domaine (until 06.30.2012), Association des Banques Populaires pour la Création d’Entreprise (until 06.30.2012)
Chief Executive Officer of: Banque Populaire Bourgogne Franche-Comté Member of the Board of: IPMPE Permanent representative of Banque Populaire Bourgogne Franche-Comté on the Board of Directors of: i-BP, BPCE Domaine, Association des Banques Populaires pour la Création d’Entreprise
Member of the Supervisory Board of: Natixis Chief Executive Officer of: Banque Populaire Bourgogne Franche-Comté Member of the Board of: Banque Fédérale des Banques Populaires (Secretary), Natixis Assurances, Natixis Lease, Natixis Paiements, Banque de Savoie, IPMPE Permanent representative of Banque Populaire Bourgogne Franche-Comté on the Board of Directors of: i-BP
Member of the Management Board of BPCE – Finance, Risk and Operations (since 12.01.2012) Member of the Board of: Coface S.A. (since 11.21.2012) Permanent Representative of BPCE, member of the Board of Directors of: Natixis (1) (since 01.28.2013), Crédit Foncier de France (since 12.11.2012)
Chairman of the Management Board of Banque Palatine Chairman of the Supervisory Board of: Palatine Asset Management Member of the Board of: Coface, Acxior Corporate Finance Permanent representative of Banque Palatine, member of the Supervisory Board of: GCE Capital Permanent representative of Banque Palatine, member of the Board of Directors of: OCBF, Palatine Etoile 9
From 1985 to 1993, he held various positions at the Banque Française du Commerce Extérieur (BFCE) before becoming its Regional Director (1993-1996). In 1998, he joined the Caisse d’Epargne Picardie where he was Chief Financial and Risk Offi cer before becoming Acting Chairman from 1999 to 2000. Next, he was Chairman of the Management Board for the Caisse d’Epargne Ile-de-France Ouest (2000-2007) and then Chairman of the Management Board of the Caisse d’Epargne Rhône-Alpes (2007-2010). From 2010 to 2012, he would be Chief Executive Offi cer of the Banque Commerciale et Assurances and a Member of the Management Board of BPCE. Since 2012, Olivier Klein has been Chief Executive Offi cer of BRED. Since 1985, he has been Adjunct Professor in Finance and Economics at HEC.
Member of the Management Board of: BPCE – Banque Commerciale and Assurances Member of the Board of: Natixis (1)
Member of the Supervisory Board of: SOCFIM, Banque Palatine (since September 2011) Member of the Board of: Crédit Foncier de France, BPCE IOM , Banque Privée 1818, CNP Assurances (1), Sopassure, ENS Lyon, Neptune Technologies, i -BP, Nexity (since October 2011) Member of the Supervisory Board of: Banque Palatine, GCE Capital, Socfi m Permanent representative of BPCE on the Board of Directors of: SAS Ecureuil Vie Développement, GCE Business Services (until 03.01.2011)
Chairman of the Board of Directors of: Natixis Global Asset Management Member of the Board of: Sequana (2) , Arkema (2), Lazard Ltd (2)
Chief Executive Officer of: Natixis (since 05.14.2009) Member of the Board of: Natixis Global Asset Management (since 09.11.2009), Sequana, Arkema, Coface (since 10.27.2009), Lazard Ltd (since July 28, 2009), Cogefi S.A. (until 05.13.2009) (until 05.13.2009), Génération Vie (until 05.13.2009) Non-voting member of the Board of: BPCE (Permanent Representative of Natixis) (since 08.25.2009) Associate Manager of: Oddo et Cie (until 05.13.2009) Chairman and Chief Executive Officer of: Oddo Asset Management (until 05.13.2009) Member of the Supervisory Board of: Banque Postale Gestion Privée (until 05.13.2009) Permanent representative of Oddo et Cie, Managing Partner of Oddo Corporate Finance (until 05.13.2009)
Chairman of the Management Board of: Caisse d’Epargne Rhône-Alpes Chairman of: Agence Lucie (2)
Chairman of the Supervisory Board of: Rhône Alpes PME Gestion (2) (since 03.13.2012) Member of the Board of: Natixis (1) (since 05.29.2012), Siparex Associés (2) (since 03.30.2012), Crédit Foncier de France Representative of Caisse d’Epargne Rhône Alpes, member of the Supervisory Board of: IT-CE Representative of Caisse d’Epargne Rhône Alpes, member of the Board of Directors of: Compagnie des Alpes (2) (since 10.18.2012), Fondation d’entreprise CERA , Fédération Nationale des Caisses d’Epargne (FNCE), Habitat en Région (2)
Chief Executive Officer of: Banque Populaire Atlantique (until 01.30.2012) Member of the Board of: Natixis Algérie (until 10.05.2012), Natixis Assurances (until 02.06.2012), BPCE Achats (until 03.15.2012) Co-Manager of: Atlantique Plus (until 01.24.2012) Representative of BPCE, member of the Board of Directors of: Compagnie des Alpes (2) (from 03.05.2012 to 10.18.2012) Representative of Banque Populaire Atlantique, Chairman of: Ouest Croissance (until 01.30.2012), Ludovic de Besse (until 01.30.2012) Representative of Banque Populaire Atlantique, member of the Board of Directors of: C3B Immobilier (until 01.01.2012), i-BP (until 01.30.2012) Portzamparc (until 01.30.2012), Association des BP pour la C réation d’E ntreprise (until 01.31.2012) Representative of Banque Populaire Atlantique, member of the Supervisory Board of: Atlantique Mur Régions (until 01.30.2012), Ouest Croissance Gestion (until 01.30.2012) Representative of Banque Populaire Atlantique, ex -officio member of: Crédit Maritime Mutuel Atlantique (until 01.30.2012) Representative of Banque Populaire Atlantique, Treasurer of: Comité des Banques de P ays de la Loire FBF (until 01.31.2012) Representative of Ouest Croissance, member of the Board of Directors of: Banque Populaire Développement (until 01.30.2012) Representative of the Fédération Nationale des Banques Populaires, Chairman of: Association F rançaise de la M icro-F inance (until 01.31 .2012)
Chairman of the Management Board of Caisse d’Epargne Rhône Alpes (since 12.05.2011) Chief Executive Officer of Banque Populaire Atlantique Chairman of: Agence Lucie (since 04.06.2011) Member of the Board of: Crédit Foncier (until 12.31.2011), Natixis Algérie, Natixis Assurances, BPCE Achats, Fédération Nationale des Banques Populaires Co-Manager of: Atlantique Plus (since 01.28.2011) Representative of Banque Populaire Atlantique, Chairman of: Ouest Croissance, Ludovic de B esse Representative of Banque Populaire Atlantique, member of the Board of Directors of: C3B Immobilier, i-BP Portzamparc, Association des BP pour la C réation d’E ntreprise Representative of Banque Populaire Atlantique, member of the Supervisory Board of: Atlantique Mur Régions, Ouest Croissance Gestion Representative of Banque Populaire Atlantique, e x-officio member of: Crédit Maritime Atlantique Representative of Banque Populaire Atlantique, Treasurer of: Comité des Banques de P ays de la Loire FBF Representative of Ouest Croissance, member of the Board of Directors of: Banque Populaire Développement Representative of CE Rhône Alpes, member of the Supervisory Board of: GCE Technologies (since 12.31.2011) Representative for the Fédération Nationale des Banques Populaires, Chairman of: Association F rançaise de la M icro-F inance
Chief Executive Officer of Banque Populaire Atlantique Member of the Board of: Crédit Foncier (since 04.26.2010), Natixis Algérie, Natixis Assurances (since 09.29.2010), BPCE Achats (since 06.15.2010) Representative of Banque Populaire Atlantique, Chairman of: Ouest Croissance, Ludovic de B esse, Representative of Banque Populaire Atlantique, member of the Board of Directors of: C3B Immobilier, i-BP, Natixis Assurances (until 09.30.2010), Portzamparc, Association des BP pour la C réation d’E ntreprise Representative of Banque Populaire Atlantique, member of the Supervisory Board of: Atlantique Mur Régions, Ouest Croissance Gestion Representative of Banque Populaire Atlantique, e x-officio member of: Crédit Maritime Atlantique Representative of Banque Populaire Atlantique, Treasurer of: Comité des Banques de P ays de la Loire FBF Representative of Ouest Croissance, member of the Board of Directors of: Banque Populaire Développement Representative of the Fédération Nationale des Banques Populaires, Chairman of: Association F rançaise de la M icro-F inance
Chief Executive Officer of Banque Populaire Atlantique Member of the Board of: Natixis Algérie, Fédération Nationale des Banques Populaires Representative of Banque Populaire Atlantique, Chairman of SAS Ludovic de B esse, Representative of Banque Populaire Atlantique, member of the Board of Directors of: i-BP, Natixis Assurances, Portzamparc, Association des BP pour la C réation d’E ntreprise Representative of Banque Populaire Atlantique, member of the Supervisory Board of: Atlantique Mur Régions, Ouest Croissance Gestion Representative of Banque Populaire Atlantique, e x-officio member of: Crédit Maritime Atlantique Representative of Banque Populaire Atlantique, Treasurer of: Comité des Banques de P ays de la Loire FBF
An expert in public sector authorities and regional economic development, Didier Patault brings his fi nancial management expertise and his thorough knowledge of the Caisse d’Epargne network to Natixis’ Board of Directors.
Chairman of the Management Board of: Caisse d’Epargne et de Prévoyance de Bretagne Pays de Loire Chairman and Chief Executive Officer of: SODERO Chairman of the Board of Directors of: SODERO Participations, S.A. des Marches de l’Ouest (SAMO) Chairman of the Supervisory Board of: SODERO Gestion, BATIROC Bretagne – Pays de Loire Member of the Supervisory Board of: GCE Capital Member of the Board of: Compagnie de Financement Foncier – SCF, Natixis Cofi ciné, Mancelle d’Habitation, CE Holding Promotion Permanent representative of CEBPL, member of the Board of Directors of: Pays de la Loire Développement, SEMITAN, NAPF, FNCE Permanent representative of CEBPL, member of the Supervisory Board of: GCE IT-CE (formerly GCE Technologies), GCE Business Services (until December 2011) (absorbed by GCE IT-CE, formerly GCE Technologies)
Member of the Supervisory Board of: BPCE Member of the Board of: Natixis Chairman of the Management Board of: Caisse d’Epargne et de Prévoyance de Bretagne Pays de Loire Chairman and Chief Executive Officer of: SODERO Chairman of the Board of Directors of: SODERO Participations, S.A. des Marches de l’Ouest (SAMO), Mancelle d’Habitation (until 11.17.2010) Chairman of the Supervisory Board of: SODERO Gestion, BATIROC Bretagne – Pays de Loire Member of the Supervisory Board of: GCE Capital Member of the Board of: CE Participations (until 08.05.2010), Natixis Global Asset Management (until 09.01.2010), Compagnie de Financement Foncier – SCF, Natixis Cofi ciné (since 10.19.2010), Mancelle d’Habitation (since 11.17.2010), CE Holding Promotion (since 06.30.2010) Permanent representative of CEBPL, member of the Board of Directors of: Pays de la Loire Développement, SEMITAN, NAPF, FNCE Permanent representative of CEBPL, member of the Supervisory Board of: GCE Business Services, GCE Technologies
Member of the Supervisory Board of: BPCE (since 07.31.2009) Member of the Supervisory Board (until 04.30.2009) and then Member of the Board of Directors of: Natixis Chairman of the Management Board of: Caisse d’Epargne et de Prévoyance de Bretagne Pays de Loire Chairman and Chief Executive Officer of: SODERO Chairman of the Supervisory Board of: SODERO Gestion, BATIROC Bretagne – Pays de Loire Chairman of the Board of Directors of: SODERO Participations, Mancelle d’Habitation, S.A. des Marches de l’Ouest (SAMO) Member of the Supervisory Board of: GCE Capital, Caisse Nationale des Caisses d’Epargne (from 05.28.2009 to 07.31.2009) Member of the Board of: CE Participations, Natixis Global Asset Management, Compagnie de Financement Foncier SCF, Fédération Nationale des Caisses d’Epargne Permanent representative of CEBPL, member of the Board of Directors of: Pays de la Loire Développement, SEMITAN, NAPF Permanent representative of CEBPL, member of the Supervisory Board of: GCE Business Services, GCE Technologies Permanent representative of SODERO Participations, Chairman of the Supervisory Board of Grand Ouest Gestion (until 12.31.2009)
Chairman of the Board of Directors of: BPCE IOM (until 12.05.2012) Permanent Representative of BPCE, Managing Partner of: SNC Bankeo (until 11.22.2012)
Chairman of the Management Board of: BPCE Chairman of the Board of Directors of: Natixis (1), BPCE IOM, Crédit Foncier de France, Fondation des Caisses d’Epargne pour la Solidarité (until 03.09.2011) Chairman of: CE Holding Promotion, Fédération Bancaire Française (until 09.01.2011) Chairman of the Supervisory Board of: Foncia Groupe (until July 2011) Vice-Chairman of the Board of Directors of: Crédit Immobilier et Hôtelier (Morocco) Member of the Board of: Natixis (1), BPCE IOM, BP Participations, Crédit Foncier de France, CNP Assurances (1), Sopassure, Crédit Immobilier et Hotelier-CIH (Morocco), Musée d’Orsay Permanent representative of BPCE, Managing Partner of: SNC Bankeo, SCI Ponant Plus
Chairman of the Management Board of: BPCE Chairman of the Board of Directors of: Natixis Chief Executive Officer of: BP Participations, CE Participations (until 08.05.2010) Chairman of the Board of Directors of: BPCE IOM, Crédit Foncier de France (since 04.26.2010), Fondation des Caisses d’Epargne pour la Solidarité (since 06.30.2010) Chairman of: CE Holding Promotion (since 06.30.2010), Fédération Bancaire Française (since 09.01.2010) Chairman of the Supervisory Board of: Foncia Groupe Vice-Chairman of the Board of Directors of: Crédit Immobilier et Hôtelier (Morocco) Member of the Board of: BP Participations, CE Participations (until 08.05.2010), CNP Assurances, Sopassure, Crédit Immobilier et HotelierCIH (Morocco), Musée d’Orsay (since 04.22.2010), CE Holding Promotion (since 06.30.2010)
Henri Proglio (born June 29, 1949) Henri Proglio has been Chairman & CEO of EDF since 2009 A graduate of HEC, Henri Proglio began his career in 1972 at the Générale des Eaux Group, now Veolia Environnement, where he held various Senior Management positions. In 1990, he was appointed Chairman and CEO of CGEA, a subsidiary specialized in waste management and transport . In 2000, he became Chairman of Vivendi Environnement (Véolia Environnement), and, in 2003, Chairman & CEO. In 2005, he was also named Chairman of the School Council of his alma mater, HEC. Henri Proglio is a nationally- and internationally-recognized industri alist. He brings his experience in managing large corporations and his mastery of strategic issues to the Board of Directors.
Member of the Board of: Dassault Aviation (1), CNP Assurances (1), EDF International SAS, EDF Energies Nouvelles Member of: the High Commission for Transparency and Information on Safety in Nuclear Facilities, the National Commission for Sectors of Vital Importance, the Committee for Atomic Energy INTERNATIONAL Chairman of the Board of Directors of: Edison (since 04.24.2012) Member of the Board of: FCC (1) Espagne, Edison, South Stream Transport AG (since 04.12.2012), South Stream Transport BV (since 11.13.2012) Chairman of: EDF Energy Holdings Ltd
FRANCE Member of the Board of: Veolia Environnement (1) (until 10.22.2012), Veolia Propreté (until 05.03.2012) Member of the Supervisory Boards, Veolia Eau (until 12.12.2012) INTERNATIONAL Chairman of the Board of Directors of: Transalpina di Energia (until 05.24.2012)
Chairman of the Board of Directors of: Veolia Propreté (until 03.23.2011), Veolia Transport (until 03.24.2011) Member of the Board of: Dassault Aviation (1), CNP Assurances (1), Veolia Environnement (1), Veolia Propreté, EDF International S.A. (until 05.01.2011), EDF International SAS (since 05.02.2011), EDF Energies Nouvelles (since 09.21.2011) Member of the Supervisory Board of: Veolia Eau Member of: the High Commission for Transparency and Information on Safety in Nuclear Facilities, the National Commission for Sectors of Vital Importance, the Committee for Atomic Energy INTERNATIONAL Chairman of the Board of Directors of: Transalpina di Energia Member of the Board of: FCC (1) Espagne and Edison Chairman of: EDF Energy Holdings Ltd
FRANCE Member of the Supervisory Board (until 04.30.2009) and member of the Board of Directors of: Natixis Chairman & CEO of: EDF (starting 11.25.2009), Veolia Environnement (until 11.27.2009) Chairman of the Board of Directors of: Veolia Environnement (starting 11.27.2009), Veolia Propreté, Veolia Transport, Veolia Water (until 11.27.2009) Member of the Board of: Dassault Aviation, Dalkia International (until 11.27.2009), Société des Eaux de Marseille (until 11.27.2009), Sarp Industries (until 10.19.2009), CNP Assurances Manager of: Veolia Eau – Compagnie Générale des Eaux (until 11.27.2009) Member of the Supervisory Boards, Lagardère (until 11.16.2009), Veolia Eau (starting 12.30.2009), Boards A and B of Dalkia (SAS) Member and Chairman of the Supervisory Board of: Dalkia France (until 11.27.2009), Eolfi (from 04.06.2009 to 11.27.2009) Member of: the High Commission for Transparency and Information on Safety in Nuclear Facilities (since 11.25.2009), the National Commission for Sectors of Vital Importance (since 12.08.2009), the Comité d’Énergie Atomique (since 11.25.2009) Non-voting member of: Caisse Nationale des Caisses d’Epargne (until 07.31.2009) INTERNATIONAL Member of the Board of: Veolia ES Australia (until 10.19.2009), Veolia Transport Australasia (until 10.19.2009), Veolia Environmental Services UK (until 10.19.2009), Siram (until 11.27.2009), Veolia Transport Northern Europe (until 09.02.2009), Veolia Environmental Services North America Corp. (until 10.29.2009), Veolia Environnement North America Operations
FRANCE Member of the Supervisory Board of: Natixis Chairman & CEO of: Veolia Environnement Chairman of the Board of Directors of: Veolia Propreté, Veolia Transport, Veolia Water Member of the Board of: EDF, Dassault Aviation, Dalkia International, Société des Eaux de Marseille, Sarp Industries, CNP Assurances Manager of: Veolia Eau – Compagnie Générale des Eaux Member of the Supervisory Board of: Lagardère, Boards A and B of Dalkia (SAS) Member and Chairman of the Supervisory Board of: Dalkia France Non-voting member of: Caisse Nationale des Caisses d’Epargne INTERNATIONAL Member of the Board of: Veolia ES Australia, Veolia Transport Australasia, Veolia Environmental Services UK, Siram, Veolia Transport Northern Europe, Veolia Environmental Services North America Corp., Veolia Environnement North America Operations
Philippe Queuille (born November 2, 1956) Philippe Queuille was a Member of the Board of Natixis until December 12, 2012. A graduate of the École Nationale Supérieure d’Arts et Métiers, Philippe Queuille joined Groupe Banque Populaire, via Banque Populaire du Sud-Ouest, in 1980. He was appointed Chief Executive Offi cer of Banque Populaire de la Loire in 1998, then Chief Executive Offi cer of Banque Populaire de l’Ouest in 2001. In 2006, he became Chairman & CEO of i-BP. He was appointed Deputy Chief Executive Offi cer of Banque Fédérale des Banques Populaires in January 2008. In July 2009, Philippe Queuille became a member of the Deputy General Management Committee in charge of BPCE Operations, then Chief Operations Offi cer and a Member of the BPCE Management Committee in April 2010. Since November 2012, Philippe Queuille has been Advisor to the Chairman of the Management Board of BPCE.
Member of the Management Board of: BPCE-Operations (until 11.21.2012) Chairman of the Board of Directors of: Albiant-IT (until 12.07.2012), i-BP (until 12.20.2012) Member of the Board of: Natixis (1) (until 12.12.2012), BPCE Achats (until 12.20.2012) Permanent representative of BPCE, member of the Board of Directors of: Natixis Paiements (until 12.20.2012) Permanent representative of BPCE, Chairman of the Supervisory Board of: IT-CE (until 12.19.2012)
Member of the Management Board of: BPCE – Operations Member of the Board of: Natixis (since 05.27.2010) Chief Executive Officer of: Albiréo (until October 2010), i-BP (until March 2010) Chairman of the Board of Directors of: Albiréo, i-BP, GCE Paiements (until 07.28.2010) Chairman of the Supervisory Board of: BP Covered Bonds (until 03.15.2010), GCE Achats (until 06.15.2010), GCE Business Services, GCE Technologies Member of the Board of: Partecis, ICDC (since January 2010), BPCE Achats (since 06.15.2010) Permanent representative of i-BP on the Board of Directors of: Natixis Altaïr IT Shared Services (S.A.) (until 05.26.2010), BP Investissements (until 06.22.2010), Natixis Paiements (until March 2010) Permanent representative of BPCE on the Board of Directors of: Natixis Paiements (since 10.06.2010) Permanent representative of BPCE, Chairman of the Supervisory Board of: GCE Business Services and GCE Technologies
Vice-Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Île-de-France Chairman of: Société d’Économie Mixte d’Aménagement du Val d’Oise (SEMAVO ) (2), Institut de Formation des Animateurs de Collectivités (I FAC – Local Supervisors’ Training Institute) for France and Val d’Oise ( non-profi t organizations) (2)
Vice President of: Association Nationale des Maires de Stations Classées et Communes Touristiques (French A ssociation for M ayors of T ourist M unicipalities) (2), Conseil Général du Val d’Oise (2)
Member of the Board of: BPCE Assurances, Syndicat des Transports d’Ile-de-France ( STIF ) (2), Agence Foncière et Technique de la Région Parisienne (AFTRP) (2) , Institut des Relations Internationales et Stratégiques (IRIS ) (2)
Vice-Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Île-de-France Member of the Board of: BPCE Assurances, Syndicat des Transports d’Ile-de-France (STIF ) (2), Agence Foncière et Technique de la Région Parisienne (AFTRP ) (2), Institut des Relations Internationales et Stratégiques (IRIS ) (2)
Member of the Board of: Natixis Vice-Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Île-de-France Member of the Board of: Groupe Ecureuil Assurance, Société d’Économie Mixte d’Aménagement du Val d’Oise (SEMAVO ) (2)
Vice President of: Association Nationale des Maires de Stations Classées et Communes Touristiques (2)
Member of the Supervisory Board (until 04.30.2009) and m ember of the Board of Directors of: Natixis Vice-Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Île-de-France Member of the Board of: Groupe Ecureuil Assurance, Société d’Économie Mixte d’Aménagement du Val d’Oise (SEMAVO ) (2)
Permanent Representative of CEIDF to SICAV Association Vice President o f: Association Nationale des Maires de Stations Classées et Communes Touristiques (2)
Chairman of: Institut de Formation des Animateurs de Collectivités(IFAC) for France and Val d’Oise (non-profi t organizations ) (2)
Member of the Supervisory Board of: Natixis Vice-Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Île-de-France Member of the Board of: Groupe Ecureuil Assurance, SEMAVO (2)
Permanent representative of CEIDF to SICAV Association Vice President o f: Association Nationale des Maires de Stations Classées et Communes Touristiques (2)
Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Languedoc-Roussillon (CELR) Chairman of the Board of Directors of: SLE Vallée des Gardons Vice-Chairman of the Supervisory Board of: Banque Palatine (1)
Member of the Board of: Natixis (1) (since 01.28.2013), CE Holding Promotion, Clinique Bonnefon (2), Pierre et Lise Immobilier (2), Fédération Nationale des Caisses d’Epargne (FNCE) Managing Partner, SCI Les Trois Cyprès (2), SCI Les Amandiers (2)
Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Languedoc-Roussillon Chairman of the Board of Directors of: SLE Vallée des Gardons Vice-Chairman of the Supervisory Board of: Banque Palatine Member of the Board of: Clinique Bonnefon, Pierre et Lise Immobilier, FNCE Managing Partner of: SCI Les Trois Cyprès, SCI Les Amandiers, SCI Le Victor Hugo
This form of corporate governance stems from the desire to create a single custodian of Natixis’ best interests and value creation. It permits unity of action, an essential requirement in terms of control, responsiveness and foresight in Company management.
Following the merger of Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d’Epargne (CNCE) that resulted in the creation of BPCE, Natixis has been partly owned by BPCE since August 1, 2009. As of December 31, 2012, BPCE held a 72.17% stake in Natixis.
As indicated above, Natixis’ Board of Directors, whose members are appointed for six years, had 14 members on March 1, 2013. It had 15 members until December 12, 2013.
At the next General Shareholders’ Meeting on May 21, 2013, a new independent member will be appointed to replace Mr. Vincent Bolloré, whose resignation came into effect on December 12, 2012 . The Board is composed as follows : V two members from BPCE, namely Mr. Pérol and BPCE; V four members from the Banque Populaire , namely Ms. Halberstadt and Messrs. Cahn, Condaminas and Gentili; V four members from Caisses d’Epargne, namely Ms. Paix and Messrs. Patault, Sueur and Valentin; V four independent members, namely Ms. Bories, Ms. Debroux and Messrs. Oppetit and Proglio. A fifth member will be appointed at the Combined Shareholders’ Meeting on May 21, 2013.
Ms. Christel Bories is Deputy Chief Executive Offi cer of IPSEN, an international pharmaceutical group that is a leader in the treatment of debilitating illnesses . Ms. Laurence Debroux is Chief Financial and Administrative Offi cer of JC Decaux S.A., the world’s second largest outdoor advertising group and inventor of the “street furniture” concept. Mr. Henri Proglio is Chairman and Chief Executive Offi cer of EDF. Mr. Bernard Oppetit is Chairman of Centaurus Capital, which he founded.
Is not a major customer, supplier, or corporate or investment banker to the C ompany or the Group; does not derive a signifi cant portion of its business from the C ompany or its Group OK OK OK OK OK
Has not been an auditor of the C ompany in the previous fi ve years OK OK OK OK OK
Since April 30, 2009, the Board of Directors has been chaired by Mr. François Pérol, Chairman of the BPCE Management Board.
V Changes made to the Board of Directors in 2012: R on February 22, 2012, the Board of Directors took note of the resignation of Mr. Jean-Bernard Mateu from the Board of Directors of Natixis, effective January 14, 2012,
R on May 29, 2012, the Board of Directors took note of the resignations of Messrs. Jean Criton and Bernard Jeannin from the Board of Directors of Natixis,
R on November 14, 2012, the Board of Directors took note of the resignation of Mr. Olivier Klein from the Board of Directors of Natixis,
R on December 12, 2012, the Board of Directors took note of the resignations of Messrs. Vincent Bolloré and Philippe Queuille (at the end of the meeting) from the Board of Directors of Natixis. It was also noted that after the meeting, BPCE would appoint a new permanent representative to replace Mr. Nicolas Duhamel ; V Changes made to the Board of Directors since January, 1, 2013: R on January 28, 2013, the Board of Directors of Natixis coopted Messrs. Thierry Cahn and Pierre Valentin to replace Messrs. Olivier Klein and Philippe Queuille , respectively, for the remainder of their predecessors ’ terms of offi ce, namely until the General Shareholders’ Meeting called to approve the fi nancial statements for the fi scal year ending on December 31, 2014. The Board of Directors also took note that the new Permanent Representative of BPCE on the Board was now Mr. Daniel Karyotis.
When a director is appointed, his/her résumé with a career summary is sent to the other director s and to the shareholders.
R any acquisition or increase in shareholdings, as well as any investments or divestments (including the transfer of cooperative investment certifi cates issued by the Caisses d’Epargne or Banque Populaire banks) or the formation of joint ventures by Natixis or any of its main subsidiaries, involving an amount in excess of €100 million in the event that the group’s structure is modifi ed,
R any asset transfers, mergers or demergers in which Natixis is involved; V criteria used to qualify members of the Board of Directors as “independent”: A n independent director is a person who has no ties with the management, Company or Group of a nature liable to compromise their freedom of judgment or create a confl ict of interest with the management, Company or Group.
In addition, with respect to the evaluation of the Board of Directors’ work, the Internal Rules specify that, at least once a year, an agenda item will be devoted to evaluating the Board’s operation, an account of which will be included in Natixis’ annual report (For 2012, see point 3.3.1.4 – Evaluation of the Board’s work in 2012).
Minutes of Board Meetings are prepared and sent to Natixis’ director s.
The purpose of this Charter is to promote the effective application of corporate governance principles and best practices by the director s of Natixis.
It is recommended that each director hold at least 1000 Natixis shares. He has six months to acquire the 140 shares stipulated by the articles of incorporation and another twelve months to bring his holding to 1,000 shares.
Together with the other members of the Board, he sees to it that the guidance and inspection missions are accomplished in accordance with the laws and regulations in force.
Members of the Board of Directors and of the Committees, as well as any individual attending the meetings of the Board and the Committees, are bound to a general confi dentiality obligation on their deliberations.
Per article 621–1 of the General Regulation of the AMF: “Inside information is any information of a precise nature that has not been made public, relating directly or indirectly to one or more issuers of fi nancial instruments, or to one of more fi nancial instruments, and which, if it were made public, would be likely to have a signifi cant effect on the prices of the relevant fi nancial instruments or on the prices of related fi nancial instruments. ”
In particular, the director agrees not to perform any transaction during the periods known as “negative windows, ” which begin 30 calendar days before the publication dates of the quarterly, half-year and annual results and ending on the publication date of those accounts.
Should one of Natixis’ director s no longer be in a position to perform his duties in compliance with the Charter, either for his own reasons or for any other reason including those specifi c to Natixis’ rules, he must notify the Chairman of the Board of Directors, seek measures to remedy the situation, and, if none are found, suffer the personal consequences with respect to performing his duties.
The Board of Directors held a total of six meetings in 2012. The attendance rate was near 90% for the year as a whole, compared with 86% in 2011.
It was regularly informed of all correspondence from the Autorité de Contrôle Prudentiel (ACP - French Prudential Supervisory Authority) and the Autorité des Marchés Financiers (AMF - French Financial Markets Authority).
In addition to the business reports submitted by Natixis’ Senior Management on the events occurring between Board Meetings and the business trends over the period, the Board received regular updates on measures affecting the Company’s organization.
In accordance with current regulations, the Board approved related party agreements prior to their signing (see the special report by the Statutory Auditors in Chapter 5 “Financial Data” for more detailed information on related party agreements).
On the whole, the assessment of the Board’s work in 2011 was very positive and showed constant improvement. In fact, almost 89 % of the Board members indicat ed that the Board’s overall performance had improved in comparison with 2011 , which itself was considered to be better than 2010’s by more than 80% of Board members. In addition, all Board members found this overall performance to be satisfactory or very satisfactory (versus 75% in 2011 and 55% in 2010). 83 % believed Natixis’ Board of Directors was as effective as the other Boards on which they sat , while 17 % found it more effective.
Natixis decided to initiate a training program for its Board members as of the 2012 fi scal year. This training is divided into two parts: V a training program aimed at new Board members joining the Company . This half-day training session is particularly aimed at presenting Natixis (its business lines, governance, organization), outlining the main elements of the income statement and the risk management policy, and heightening Board members’ awareness of regulatory aspects and their responsibilities; V an ongoing training program for existing Board members that is composed of various modules, in particular ones on Natixis’ different business lines, the financial markets, the accounting and financial regulations for credit institutions, as well as on issues concerning compliance with internal audits and the responsibilities of Board members.
Two-thirds of the Audit Committee are not independent members, as recommended by the AFEP-Medef Code, in order to represent the different components of the Company’s main shareholders (members from the Caisses d’Epargne and the Banque Populaire banks).
The Company’s CEO provides the Audit Committee with any documents and information it needs to perform its duties. The following list is not exhaustive: V parent and consolidated financial, accounting, and regulatory documents prepared periodically by the Company; V summary reports by the Company’s Statutory Auditors; V any audit reports concerning the Company; V any internal control reports prepared by the Company for the regulation and control authorities; V accounting policies and methods applied within the Company; V internal control policies and procedures; V projected parent and consolidated results at the end of March, June, September and December; V consolidated budgets and financial statements of the main subsidiaries, as well as any related documents provided to the Board of Directors or, if applicable, the Audit Committee of the principal subsidiaries.
Natixis’ Audit Committee met seven times in 2012. The attendance rate was 86% for the year as a whole, compared with 80% in 2011.
In order to enable it to audit the accounts, the Audit Committee is sent a copy of the reports of the Finance Department and the comments of the Statutory Auditors regarding annual fi nancial statements and the review of the half-year and quarterly fi nancial statements .
In order to enable it to audit risks, the Audit Committee is provided a copy at each of its meetings of the consolidated monthly risk monitoring report.
CORPORATE GOVERNANCE3 Role and operating rules of the corporate bodies On the subject of internal control and compliance, risk monitoring and internal control reports submitted to the ACP were presented to the Committee. It also reviewed the activity and results of the Natixis compliance and internal control functions, as well as the work program of Natixis’ Internal Audit.
V the acknowledgment of all correspondence from the Autorité de Contrôle Prudentielle (ACP) as well as all correspondence and information from the Autorité des Marchés Financiers (AMF)and the answers to said correspondence from Natixis.
The Appointments and Compensation Committee was composed of six members throughout 2012 and chaired by Mr. Vincent Bolloré. As at March 1, 2013, following the resignation of Mr. Bolloré, it wa s composed of fi ve members: Ms. Bories (since January 28, 2013), Chairman, and Messrs. Condaminas, Patault, Proglio and Sueur.
Two of the fi ve members are independent members (Ms. Bories and Mr. Proglio). A new independent member will be appointed to replace Mr. Bolloré at the next Natixis General Shareholders’ Meeting. This new independent member will be part of the Appointments and Compensation Committee.
The number of i ndependent director s on the Appointments and Compensation Committee is not greater than half the total number of members as recommended by the AFEP-Medef Corporate Governance Code. In principle, it has an egalitarian composition (50% independent, 50% non-independent) and the Committee is chaired by an i ndependent director . Until December 12, 2012, the Chairman of the Appointments and Compensation Committee was Vincent Bolloré, i ndependent director , and since January 28, 2013 it has been Ms. Bories, i ndependent director .
Changes made to the Committee since January, 1, 2013: V on January 28, 2013, the Board of Directors appointed Christel Bories as Chairman of the Appointments and Compensation Committee.
The Appointments and Compensation Committee is responsible for submitting proposals to the Company’s Board of Directors on the following issues: Compensation for corporate offi cers
The Committee is responsible for submitting proposals to the Board of Directors concerning: V the level and terms of (fixed and variable) compensation paid to the Chairman of the Board of Directors, the CEO and, where applicable, one or more Natixis Deputy CEOs (including fringe benefits, pension plans and health insurance, as well as the allocation of stock options or share purchases); V rules for allocating director s’ fees to the Board and the total amount submitted for approval by Natixis’ General Shareholders’ Meeting; V the general policy on stock options allocation.
Lastly, the Committee examines and gives an opinion on insurance policies taken out by the Company in relation to corporate offi cers’ liability.
The Committee is also in charge of selections and appointments. The Committee gives an opinion and, upon request from the Board, makes proposals and recommendations to the Board on the appointment of a CEO and, when appropriate, one or more Deputy CEOs or director s.
The Company’s CEO provides the Appointments and Compensation Committee with any documents that may assist it in performing its duties and to ensure it is fully informed. At the request of the Board of Directors, the Committee may also appoint outside experts to carry out reviews or analyze the compensation paid to the corporate offi cers of comparable companies in the banking sector.
The Appointments and Compensation Committee met three times in 2012. Their work consisted of: V deciding on the variable compensation of the Chief Executive Officer for fiscal year 2011 and paid in 2012; V deciding on the criteria to be applied in calculating the variable compensation of the Chief Executive Officer for fiscal year 2012; V deciding on the fixed compensation of the Chief Executive Officer for fiscal year 2013; V compensation for the Chairman of the Board of Directors for fiscal year 2013; V allocation of directors’ fees at the end of each quarter in 2012; V compensation for Material Risk Takers for 2011 and 2012; V compensation for control functions; V the Company ’s policy on salary and professional equality; V the annual review of the classification of the status of director s as independent members; V the annual review of recommendations by the AFEP-Medef Code in terms of compensation of corporate officers; V the replacement of four director s including one i ndependent director .
The Strategic Committee is chaired by Ms. Laurence Debroux, an i ndependent director .
The scope of responsibility of the Strategic Committee relates to exploring in depth the global strategy of Natixis and its business lines, and sharing General Management’s vision for Groupe BPCE.
CORPORATE GOVERNANCE3 Role and operating rules of the corporate bodies In addition, the meetings of this Committee allow the Board of Directors to get to know the management team that works with the Chief Executive Offi cer better and improve the Board’s work methods.
The Chief Executive Offi cer is responsible for the Natixis’ Senior Management, in accordance with the Board of Directors’ decision of April 30, 2009 to separate the offi ces of Chairman of the Board and Chief Executive Offi cer.
The Board of Directors may nominate a Chief Executive Offi cer selected from among its director s or otherwise.
Following Natixis’ conversion into a French société anonyme with a Board of Directors, a Management Board was set up in early May 2009 in order to examine and validate the Company’s main decisions and steer its management. In 2010, the Board met on a weekly basis without exception, apart from during part of the summer holidays and the end-of-year holiday season. It held forty-two meetings in 2012. These were chaired by the Chief Executive Offi cer.
The Senior Management Committee determined, where applicable during specifi c working meetings, the Bank’s primary guidelines and supervised the major reorganization projects for activities at Natixis. In particular, it approved the creation of Wholesale Banking, devoted exclusively to clients and adapted to the new regulatory environment, structured around a Coverage & Advisory Department and a Financing & Market Solutions Department. It also gave its opinion on the establishment of an “Originate-to-Distribute” organization with the aim of managing the Bank’s balance sheet in the interest of increasing its goodwill . It also examined new challenges facing the various business lines, in terms of fi nancing, markets, investment solutions management and specialized services and fi nancing.
The Senior Management Committee continued the implementation and monitoring of the New Deal strategic plan, downsizing GAPC (workout portfolio management) and enhancing commercial cooperation with Groupe BPCE’s networks as part of the Group’s “Together ” plan . As such, the Senior Management Committee has followed the implementation of decisions to refocus activities (detangling non-core Coface activities, discontinuing non-strategic alternative CIB management activities, discontinuing brokerage and OTC trading on commodities, etc.). In addition, it has endeavored to strengthen Natixis’ contribution to Groupe BPCE’s strategy (continued creation around Natixis Lease of the Group’s key lease fi nancing operator, etc.).
The Senior Management Committee monitored the management and risk management measures within Natixis; in particular, it regularly reviewed changes in the Company’s risks. Finally, in accordance with the recommendations of banking sector supervisory authorities, the Senior Management Committee reviewed the procedures for a resolution and recovery plan.
Shareholders’ meetings may take the form of Ordinary, Extraordinary or Combined Meetings depending on the topics on the agenda.
OGMs are held annually and their purpose is to inform shareholders about the running of the Company. Their principal objective is to give an opinion on the fi nancial statements of the previous fi scal year, to determine the appropriation of income, and to set the dividend and the conditions for its payment.
Decisions are made by simple majority vote of the shareholders present or represented at the meeting.
CORPORATE GOVERNANCE3 Role and operating rules of the corporate bodies EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETINGS (EGM)
For holders of registered shares, an entry in the register dated D-3 is suffi cient to enable them to attend the meeting.
Under the terms and conditions set forth by law and regulations, shareholders may send their proxy and absentee voting ballots, either in paper format or, on the decision of the Board of Directors published in the notices of meeting, through remote transmission. The Board of Directors may also decide that shareholders may participate and vote at any General Shareholders’ Meeting by videoconference or electronic transmission under the terms and conditions set by the regulations.
In line with the provisions of Article 27 of the bylaws, each shareholder may, subject to the terms and conditions and at the times fi xed by law, request a copy of the documents needed to allow them to reach an informed opinion on the management and control of the Company. The nature of the documents and the terms and conditions for their dispatch or availability are determined by law and regulations.
Any individual or legal entity that owns, directly or indirectly, alone or jointly, a 1% share of the voting rights, or any multiple of this percentage, must notify the Company, by registered letter with acknowledgement of receipt, of the number of voting rights that they possess. This notice must be made within a period of 15 days following each acquisition or sale of this fraction.
In the event of non-compliance with the notifi cation requirement provided for in the previous paragraph and upon request, recorded in the minutes of the meeting from a shareholder representing at least 1% of the voting rights, the shares exceeding the fraction which should have been declared will lose their voting rights for a period of two years following the notifi cation compliance date.
3.4.1.1 Compensation and benefi ts of all kinds for the Chairman of the Board of Directors
The members of the Board of Directors of Natixis received director s’ fees with respect to 2012 under the terms and conditions stipulated below.
R variable portion: €1,000 per meeting, until a maximum of 5 meetings,
The fi xed gross annual compensation of Laurent Mignon in relation to his duties as CEO of Natixis was €800,000 for 2012. This fi xed compensation has not been changed since he arrived in 2009.
With regard to calculation of the variable compensation paid to the CEO for 2012, the Board of Directors, based on the opinion of the Appointments and Compensation Committee, approved the proposal that, for 2012, said compensation should represent a maximum of 150% of his fi xed compensation.
For 2012, Laurent Mignon benefi ted from a Company car valued at €5,180 gross.
With regard to calculation of severance payments for the duties of Chief Executive Offi cer, the Board of Directors, on the advice of the Appointments and Compensation Committee, authorized during the meeting of February 22, 2011, the commitment establishing the terms and conditions for compensation due or liable to be due to Laurent Mignon in the event he no longer performs the duties of Chief Executive Offi cer. This commitment was also approved by the Combined General Shareholders’ Meeting of May 26, 2011 (Cf. sixth resolution).
At the end of this commitment, it is expected that the Chief Executive Offi cer will not receive severance payments if he leaves the Company at his initiative to perform new duties or changes his position within Groupe BPCE. Furthermore, this payment will not be paid if the Company is experiencing serious economic diffi culties. Furthermore, in accordance with the provisions of the AFEP-Medef Code of corporate governance, the right to compensation is subject to a certain number of criteria and performance conditions.
(a) This amount includes the payment of deferred variable compensation in respect of previous fi scal years.
CORPORATE GOVERNANCE3 Policies and rules for determining compensation R TABLE 3
Member of the Natixis Appointments and Compensation Committee 10,000 10,000 10,000 10,000
Mr. Jean Criton (Appointment to Natixis Board ended on 05.29.2012) Directors’ attendance fees
In respect of BPCE and its subsidiaries 11,500 25,500 27,000 25,000
In respect of BPCE and its subsidiaries 12,250 12,250 4,750 4,750
(4) Equals 50% of the 2010 variable compensation (€144,000) and 12.5% of the 2009 variable compensation (€17,500).
(5 ) Variable compensation for fi scal year 2012 , calculated on a pro rata basis, of which €121 ,475 (50%) paid in cash in 2013 and the balance deferred (50%) over three years in equal shares of €40,492.
(6) Amount paid in 2012 for the variable compensation for fi scal year 2011, or €129,500, the deferred portion of the variable compensation for fi scal year 2010, or €43,802, and the deferred portion of the variable compensation for fi scal year 2009, or €17,500.
(in euros) Non-executive corporate offi cers 2012 fi scal year 2011 fi scal year
In respect of BPCE and its subsidiaries 15,000 22,591.63 26,443.72 24,943.72
Ms. Catherine Halberstadt (appointed to Natixis Board on 05.29.2012) Directors’ attendance fees
Mr. Bernard Jeannin (Appointment to Natixis Board ended on 05.29.2012) Directors’ attendance fees
In respect of BPCE and its subsidiaries 11,171 11,171 22,407 12,507
Member of the Natixis Appointments and Compensation Committee N/A N/A 4,000 5,000 (3)
In respect of BPCE and its subsidiaries 12,900 2,400 10,500 10,500
In respect of BPCE and its subsidiaries 22,176.80 22,176.80 21,176.80 19,176.80
(1) Part of which from attendance fees due for fi scal year 2010 .
(7) Variable compensation for fi scal year 2012 , calculated on a pro rata basis, of which €100,981 (50%) paid in cash in 2013 and the balance deferred (50%) over three years in equal shares of €33,66 0.
CORPORATE GOVERNANCE3 Policies and rules for determining compensation (in euros) Non-executive corporate offi cers 2012 fi scal year 2011 fi scal year
Benefi ts in kind in respect of CNCE then BPCE 5,256 5,256 5,148 5,148
Member of the Natixis Appointments and Compensation Committee 6,000 6,000 6,000 6,000
Member of the Natixis Appointments and Compensation Committee 6,000 6,000 7,000 7,000
(3) Variable compensation for fi scal year 2011 , of which €213,675 (4 0%) paid in cash in 2012 and the balance deferred (60%) over three years in equal shares of €106,838 . In 2013, the fi nal amount paid will be €92,746 (after application of the indexing factor).
(4) Amount paid in 2011 for the variable compensation for fi scal year 2010.
(6) Amount paid in 2012 for the variable compensation for fi scal year 2011, or €213,675, and the deferred portion of the variable compensation for fi scal year 2010, or €224,851.
(7) Variable compensation for fi scal year 2011 , of which €129,5 00 (50%) paid in cash in 2012 and the balance deferred (50%) over three years in equal shares of €43,167. In 2013, the fi nal amount paid will be €37,473 (after application of the indexing factor).
(8) Equals 50% of the 2010 variable compensation (€144,000) and for his previous offi ces at BFBP (€24,000).
(9) Variable compensation for fi scal year 2012 , calculated on a pro rata basis, of which €121,475 (50%) paid in 2013 and the balance deferred (50%) over three years in equal shares of €40,492.
R TABLE 5 Subscription or purchase options exercised during the period by each executive corporate officer
R TABLE 6 Performance shares allocated to each executive corporate officer
Performance shares allocated by the AGM during the period to each executive corporate offi cer by the issuer and by all Group companies
Performance shares that became available-for-sale during the period for each executive corporate offi cer No. and date of plan Number of options exercised during the period Granting conditions
CORPORATE GOVERNANCE3 Policies and rules for determining compensation R TABLE 8
Group (Natixis, BPCE, Caisse d’Epargne, Banque Populaire) - Record of purchase or subscription options allocated.
Philippe Sueur 0 0 2) Natixis CEO in 2012: n/a n/a
(b) The subscription price corresponds to the average price of Natixis shares in the 20 trading days prior to the date of the Management Board ’s decision.
R TABLE 9 Subscription or purchase options allocated to the top ten non-executive employees and options exercised by them
R TABLE 10 Situation of corporate officers 2012 fi scal year Executive corporate offi cers
Laurent Mignon, CEO Date term of offi ce commenced: 05.14.2009 Date term of offi ce expires: 05.14.2015 X X* X X
CORPORATE GOVERNANCE3 Potential confl icts of interest 3.5 Potential conflicts of interest 3.5.1 COMPETENCE AND INTEGRITY OF DIRECTORS
3.5.2 CONTRACTS BINDING THE COMPANY AND THE DIRECTORS AND SENIOR MANAGEMENT
Chairman’s report on the internal control procedures 3.6 Chairman’s report on the internal control procedures
Natixis was formed from the merger of the Corporate and Investment Banking operations and services of the Banques Populaires banks and Caisses d’Epargne in 2006, continuing in 2007 with Ixis CIB’s absorption into Natixis. Following a subsequent merger between Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne in 2009, Natixis’ core shareholder is now BPCE. For further details about Natixis’ history, please refer to Chapter 1, “Presentation of Natixis”.
Many external standards apply due to the diversity of businesses in which Natixis operates. The main standards are as follows: V as a credit institution, Natixis is governed by the provisions of the French Monetary and Financial Code (which encompasses the provisions of the French Banking Act of January 24, 1984, and the French Financial Activity Modernization Act of July 2, 1996) and more specifically, it is subject to the specific banking guidelines resulting from the CRBF rule relating to internal control; V as a provider of investment services, Natixis is subject to the provisions set out by the Autorité des Marchés Financiers (AMF) , and especially the code of good conduct concerning market intervention and customer relations; V Natixis complies with the terms of the best practices published by professional associations whenever the regulator recommends or enforces their application (for example, the code of ethics and compliance for Financial Analysts, made mandatory by the AMF); V Natixis applies anti-money laundering and terrorist financing regulations, under the control of the Autorité de Contrôle Prudentiel ; V regarding its foreign branches and subsidiaries, Natixis applies the Group’s organization standards and also the regulations defined by the regulators in the markets in which Natixis has offices (in particular, the Financial Services Authority in the United Kingdom, the Bundesanstalt für Finanzdienstleistungsaufsicht/BAFIN in Germany, the Banca Centrale in Italy, the Financial Supervisory Authority in Japan, the Federal Reserve, the National Association of Securities Dealers and the Securities and Exchange Commission in the United States, the Hong Kong Monetary Authority in Hong Kong, the Commission de Surveillance du Secteur Financier in Luxembourg, the Irish Financial Services Regulatory Authority in Ireland), in cases where the operations exercised locally are subject to these regulations; V for permanent and periodic control, Natixis applies the standards defined in Groupe BPCE’s control function charters;
The objective of these standards is to ensure the effectiveness and quality of the Company’s internal operations, the reliability of accounting and fi nancial information distributed both internally and externally, the security of operations, and compliance with laws, regulations and internal policies.
R the existence of fi rst-level controls at the operational level,
V concerning the scope of internal control, Natixis organizes its control functions on a global basis so as to ensure consistency of the internal control mechanism throughout the whole Company. The internal control system thus covers all risks and extends to all business lines and subsidiaries within Natixis. Local permanent and periodic control functions within subsidiaries or business lines report to Natixis’ corresponding central control departments, either on a functional basis in the case of subsidiaries or on a hierarchical basis in the case of business lines. The “risk”, “compliance” and “audit” functions constitute distinct business functions; V Natixis structures its control mechanism in a manner consistent with the principles set out by BPCE, with the objective of ensuring a consolidated approach to risk under the framework of control exercised by the shareholder group and central body, as well as satisfying the consolidated monitoring requirements set out in the CRBF rule.
Senior Management, under the stewardship of the Board of Directors, is responsible for the whole of the Group internal control mechanism.
V The Compliance Department’s main responsibilities are to: R ensure legal and regulatory watch relating to compliance, in conjunction with the legal function; R defi ne standards and methods for assessing compliance, control and reporting risks. These standards are devised in order to ensure market integrity and the primacy of customer interest, and to prevent confl icts of interest (including independence in third-party account management) as well as to counter money laundering and terrorist fi nancing; R ensure the execution of permanent second-level controls (including controlling compliance with standards and the application of procedures); R establish and maintain a compliance risk map; R implement a system of cooperation and links with the Risk Department, concerning the observation of operational defects that may entail compliance risks and measures to rectify them;
As part of a broader Compliance function, Natixis’ Compliance Department provides direction and impetus to Compliance managers in subsidiaries and branches through a strong functional link of a hierarchical nature. Compliance managers in subsidiaries and branches report to the executive body or, exceptionally, if the size of the entity warrants it, to a permanent control manager who, in turn, reports to the executive body, and to Natixis’ Chief Compliance Officer through a strong functional link of a hierarchical nature.
This strong functional link of a hierarchical nature expresses itself through: R Natixis’ Chief Compliance Offi cer being required to issue prior approval to the secondment, appointment or removal of a subsidiary’s Compliance manager; R Natixis’ Chief Compliance Offi cer participating in annual performance and career advancement reviews; R the obligation to send information to Natixis’ Chief Compliance Offi cer.
To defi ne these rules, ensure that they are fully known to all Natixis employees, and ensure that they apply them, the Compliance department uses a company-wide “Conduct/ Ethics/Training” function, rolled out to each core business and each business line, including all subsidiaries, by the Compliance managers.
The challenge for 2012 will be to improve the systems in place: V from an organizational point of view, by creating two standards to specify shared methods for mapping information barriers and any conflicts of interest, as well as the roles and responsibilities of those involved in circulating confidential or privileged information and preventing and managing conflicts of interest; V by launching a project aimed at providing an ethics tool that is better integrated into business line systems and strengthening the Compliance department’s processing procedures, particularly for resolving/managing identified conflicts of interest; V by continuing to raise employees’ awareness of the mechanism for circulating privileged information and of declaration requirements for personal transactions involving financial instruments.
A special e-learning module on personal behavior and ethics was rolled out to 3,500 employees. This module was mandatory for material risk takers. Employees most affected are reminded individually of the rules in force regarding this subject.
R furthermore, using a more qualitative approach, in-depth interviews with each business line and subsidiary of the Investment Solutions and SFS divisions based on a common framework allowed us to refi ne the AML-CFT risk map and take stock of the permanent controls that rely on them,
R this approach was used on Wholesale Banking’s foreign entities and supplemented by an analysis of foreign regulations concerning AML,
(15 modules in total). At the end of the year, the three case studies began to be rolled out to business line employees and complement the classroom training that continues to be carried out at the same time.
Permanent second-level controls, for which the Compliance Department is responsible, focus on: V transaction compliance: this involves checking not only transactions, but also that transaction execution processes comply with applicable banking and financial rules, as well as market rules; V organizational compliance; V the quality of data transmitted to the Compliance Department (through automated systems and indicators); and
V the application of procedures. This control involves ensuring that procedures exist and are effectively applied (in accordance with Article 40 of rule 97-02), and are compliant with the rules governing the various types of risk.
The “First-Level Internal Control” Project, launched in late 2010, was designed to strengthen the fi rst-level control system and its monitoring. Its roll-out, which concerns all of the Natixis consolidation scope, is being carried out in waves of entities or business lines. The project has been rolled out or is in the process of being rolled out to 20 entities. In late December 2012, two-thirds of the project’s scope is estimated to be covered. Nearly 4,000 fi rst-level controls have been identifi ed. The Compliance department made detailed maps of compliance risk by business line and entity. They draw on generic risks, supplemented by specifi c business line risks. On January 1, 2012, they were used to identify 272 risk situations that must be closely managed, or slightly more than 10% of the total number of situations identifi ed.
A new module for managing compliance risk maps was delivered in late 2012 so that they could be more easily updated on January 1, 2013. It also allows us to improve the maps’ connections to control plans and the results from fi rst- and second-level controls.
CORPORATE GOVERNANCE3 Chairman’s report on the internal control procedures Finally, the projects related to linking the Operational Risks and Compliance departments are still in progress. The majority should be completed in 2013, simplifying the exchange of information between the two systems (unique identifi cation process for incidents, links between maps, etc.)
These persons include: V the Head of ITSS and the Head of BCP who report to Natixis’ subsidiaries or business lines and are in charge of applying security policy locally according to the context in the sector concerned; V local representatives within the business lines (notably Business Continuity Plan representatives and application security representatives). They are responsible for deploying security policy locally and delivering advice and assistance on the subject within their area of responsibility; V representatives within IT project management teams responsible for implementing and maintaining security mechanisms.
The permanent control plan was strengthened in 2012. It includes additional controls as a result of the Lagarde report’s recommendations and the Natixis anti-fraud unit’s requirements. Separated by division and eventually by business line, it includes intrusion tests, vulnerability tests and ongoing IT systems monitoring (correlation of security events, Internet monitoring and security breach monitoring).
Work in 2012 focused on: V Keeping the business continuity system in working order.
In 2012, Natixis had over 1,500 backup positions for users, a backup datacenter and crisis meeting rooms.
A campaign focused on updating Impact Analysis Assessments was conducted with 32 user backup drills, around 100 IT failover tests and seven crisis management drills, as well as a telecommuting exercising involving hundreds of employees. Natixis and BPCE also participated in the Robustesse drill concerning cybercrime that was organized by the Banque de France.
In addition to first-level controls, BCPs are checked annually. ITSS-BC continued to roll out its multi-year second-level control plan. In 2012, controls covered three SFS entities (Natixis Factor, Natixis Interpargne and Natixis Intertitres) and two Wholesale Banking entities (US and Asia-Pacific).
The Internal Audit Department conducts audit assignments across the whole of Natixis (parent company, subsidiaries and branches) and covers all classes of risk arising from the various business activities carried out. It has full and unrestricted access to all information, confi dential or otherwise. Its fi eld of investigation encompasses all of Natixis’ operational activities (including run-off activities under the GAPC framework), its functional departments – notably including entities in charge of permanent control assignments – and its outsourced activities. In all business lines, it carries out in-depth analyses of operations, as well as the “front-to-back” processes by which operations are carried out. These analyses lead to an evaluation of existing control points in processes audited as well as an assessment of risks arising from the activities concerned. They lead to recommendations to strengthen the comprehensiveness and robustness of the mechanisms for controlling or managing the risks audited. These recommendations are ranked by order of priority.
Natixis’ annual and multi-year audit plans are approved by its Chief Executive Offi cer and by BPCE’s General Inspection. The Annual Audit Plan is examined by the Audit Committee. In 2012, the Internal Audit Department conducted audit assignments on all risk classes to which Natixis’ activities are exposed. It devoted a fairly signifi cant share of its resources to assignments of a regulatory nature, as part of the Basel 2 and Solvency 2 certifi cation process undertaken by Natixis, as well as assignments conducted in Natixis subsidiaries pursuant to audit agreements entered into with them in 2008.
In addition, efforts were made to continue consolidating the Natixis’ “Audit” function in three main directions: V measures were taken to strengthen Audit function governance mechanisms with enhanced standards and procedures, and a stricter operating framework in foreign Natixis subsidiaries. New action plans will extend these actions in 2013; V Natixis’ Internal Audit Department, along with BPCE’s General Inspection, continued working on the project related to permanent monitoring files for activities, and began discussions on risk mapping with the permanent control teams; V in 2012, the Internal Audit Department strengthened its systems for risk assessment and assignment evaluation (publication of a detailed evaluation table in each audit report) in order to increase the relevance of its interventions, better meet regulators’ requirements on streamlining audit planning efforts and ensure its methodology is aligned with that of BPCE’s General Inspection.
Finally, in 2012, as during the previous reporting periods, special attention was paid to how auditing recommendations are dealt with. Efforts conducted since 2010 on the follow-up of priority recommendations were actively continued. Internal Audit provided assistance in strengthening monitoring mechanisms within Natixis’ business lines and began preparations for implementing the dedicated Reco! system chosen by BPCE. This work was carried out in coordination with BPCE’s General Inspection. To this end, nine meetings were held during the year. These meetings provided a forum for addressing issues related to auditing programs and practices (Internal Audit Coordination Committee), as well as topics associated with risk assessment and assignment evaluation (the Risk Assessment Committee instituted in 2011).
Its scope of action extends to the following risks: V credit and counterparty risk (including country risk); V market risk; V overall interest rate, liquidity and structural foreign-exchange risk; V operational risk; and covers all entities consolidated by Natixis.
Natixis’ highest-level risk governance authority is the Global Risk Committee, which defi nes the key elements of risk policy, analyzes the main risks and validates the main risk standards and methods implemented.
Finally, it provides information to the Natixis Board of Directors and Audit Committee by providing summary information and one-off analysis.
In accordance with Articles 17 ter and 38 of amended rule 9702, alert procedures for serious incidents were introduced with alert thresholds set by type of risk. In 2012, the alert system was triggered fi ve times following four ratings downgrades of more than three notches, with a new rating less than or equal to BB, as well as a backtesting exception of more than 20% for regulatory VaR. The requisite information was transmitted to the Risk Management Committee and Autorité de Contrôle Prudentiel.
Credit risk management requires a risk rating, an LGD and commitment or transaction monitoring procedures in accordance with Title II of the CRBF rule and the French ministerial order of February 20, 2007.
An IT system enables comprehensive consolidation of limits and credit exposures across a scope covering all of Natixis’ exposure to credit risk and most of that of its subsidiaries.
Cases showing deterioration in the level of risk are identifi ed as they arise and reported immediately to the Risk Department and the business line concerned, in accordance with both the counterparty watch list, specifi c provisioning and alert procedures.
Industries and countries subject to provisions are determined based on an analysis performed by the Risk Department as part of special monitoring activities.
The various measures of market risk used by Natixis are VaR, stressed VaR (SVaR), IRC (Incremental Risk Charge), overall and specifi c stress tests, qualitative and quantitative operational limits, and loss alerts.
Since May 2011, with the creation of a single treasury and central bank collateral management pool, BPCE and Natixis have been coordinating the operational management of their treasuries in order to secure and to optimize access to liquidity for the entire group and their businesses. Circulation of cash between both balance sheets is governed by pricing rules and rules on managing confl icts of interest that have been documented and approved by the Group ALM Committee.
The vast majority of Natixis’ exposure is in euros and US dollars and uses a fl oating rate. As a result, Natixis’ overall interest-rate risk is essentially linear and concerns mismatching positions between contractual operations.
Liquidity risk is controlled, managed and monitored in the following manner: V management of each business line’s liquidity consumption: to manage the bank’s refinancing needs, liquidity budgets are allocated for each business line as part of the budgetary procedure and approved by the ALM Committee. Consumption is monitored weekly for Wholesale Banking business lines and monthly for other business lines; V supervision of short-term mismatching: this is measured on the basis of liquidity gaps. This indicator is produced daily for a one-year horizon in intervals of one day, based on all of the parent company’s transactions. It is governed by two permanent limits approved by the ALM Committee and monitored daily, one on overnight market exposure and the other on the 60-day static liquidity gap; V supervision of medium-term mismatching: this is measured on the basis of liquidity gaps and asset-liability hedging ratios. These ratios include minimum hedging ratios approved by the ALM Committee. They are monitored monthly for Treasury’s long-term scope and that of credit institution subsidiaries with mismatch management mandates, and quarterly for Natixis’ entire scope of consolidation; V simulations of liquidity stress scenarios: the purpose of these scenarios is to measure the group’s ability to continue to meet its commitments and operate in the event of a liquidity crisis. Natixis periodically simulates its contribution to the group’s earnings based on different crisis scenarios (systemic, specific, combined, etc.) and different levels of intensity (moderate, strong, extreme, etc.) over one-, two- and three-month periods for which assumptions are set by BPCE.
The duties and organization related to operational risk are described in the operational risk policies and procedures validated by the Natixis Operational Risk Committee in February 2012. This document defi nes: V the procedures for detecting, analyzing and measuring operational risk: R recording incidents,
The Operational Risk function is rolled out globally on a matrixtype basis according to the two axes of activity and location.
Business-line Operational Risk Committees are offshoots of Natixis’ Operational Risk Committee. They closely manage each business line’s operational risk exposure. The Committees are chaired by the head of the relevant business line with the participation of the Operational Risk Department, which acts as Committee secretary.