A financing commitment given is a contingent liability, defined by IAS 37 as: a potential obligation arising from past events whose existence willV be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or a present obligation arising as a result of past events but notV recognized because: it is not likely that an outflow of economic benefits will beV required to settle the obligation, or the amount of the obligation cannot be measured with sufficientV reliability.
Financing commitments received from banksV 5,530 7,333 from customersV 116 88
Unimpaired commitments for which expected credit losses are measured over 12 months (S1 bucket)
Transfer to non-current assets held for sale (b) (12,950) 13 (340) 1 (64) 3 0 0 (13,354) 17
New OBS commitments originated or purchased 11,345 (3) 343 (1) 0 0 0 0 11,688 (4)
Including the transfer from Stage 2 to Stage 1, due to the improvement over the period of the ratings of the economic sectors to which the transferred amounts are related.(a) Corresponds to the SFS business lines recognized in non-current assets held for sale as at December 31, 2018 (see Notes 3.6 and 4.1).(b) Gross Bucket 1 exposures comprise outstandings, as at January 1, 2019, with the retail banking entities of the SFS division sold to BPCE.(c)
On February 6, 2020, the Board of Directors approved the 2019 financial statements. On February 25, 2020, Natixis announced the signing of a preliminary agreement for the sale of 29.5% of its stake in Coface for a unit price of €10.70 per share. Consequently, in accordance with IFRS 5, Coface’s assets and liabilities have been categorized as non-current assets held for sale since the date of the announcement. A goodwill impairment charge of approximately €100 million (based on the data at December 31, 2019) will also be recognized for this investment. After the sale – which, given the regulatory authorizations required, may not be completed until several months after the announcement – Natixis will no longer be represented on Coface’s Board of Directors.
The lease liabilities in respect of lease contracts as lessee came to €1,164 million at December 31, 2019 and are recognized under “Other assets” (see Note 8.9.2).
Variable lease payments not included in the valuation of lease liabilities (9)
When Natixis subleases all or part of an asset for which it has taken out a lease, the subleasing contract is subject to a substance-based analysis, similar to the approach taken by the lessors.
Income earned on these contracts is recorded in exactly the same way as it is by the lessor, i.e. under “Income from other activities”, in the case of operating leases (see Note 7.6), and under “Interest income”, in the case of finance leases (see Note 7.1).
Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year years years
Leases already signed but whose underlying assets have not yet been made available 1 2 2 61 312 378
< 1 year years years years years > 5 years Total
Customer loans and receivables at amortized cost 319 267 120 27 60
Net gains or losses on financial instruments at fair value through profit or loss (643) 142 208 1,042 (494) 156 503
Net gains or losses arising from the derecognition of financial assets at amortized cost
Value of bonus shares granted during the fiscal year (b) €160,000 €93,333
Of which a family allowance of €2,384 in 2019 and €1,388 in 2018.(a) Corresponding to the value of the shares on the allocation date, for a fair value of €79,587 for 2019 and €55,372 for 2018.(b) Laurent Mignon, Chairman of the Board of Directors as of June 1, 2018 and François Riahi, Chief Executive Officer as of June 1, 2018.(c)
The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar years of activity.
As a reminder, the amount of the CEO’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation, and no severance benefit is to be paid in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position, or changes his position within Groupe BPCE.
Non-compete indemnity in the event of termination of the CEO’s office
Officer is capped at twenty-four (24) months of the monthly reference compensation (both fixed and variable).
The amount of the severance payment, together with the non-compete indemnity, if applicable, received by the Chief Executive
The Statutory Auditors and their networks were paid the following amounts in return for their duties: (in thousands of euros)
Independent audit, certification and examination of the parent company and consolidated accounts 7,863 75% 8,682 75% (10)% 7,805 75% 7,048 65% 10% 2,066 61% 1,987 56% 4% 17,734 73% 17,717 61% 0%
of which fees paid to the entity appointed as Statutory Auditor of the consolidating entities for the certification of the accounts 2,732 6,776 1,518 11,026 of which fees paid to the entity appointed as Statutory Auditor of the consolidating entities for services other than the certification of the accounts 248 120 1,192 1,560
In addition, the fees paid to KPMG totaled €1.62 million for audit and account certification services and €3.08 million for other services.
COFACE ARGENTINA – BRANCH (COFACE EUROPE) Credit insurance and related services
AZURE CAPITAL SECURITIES PTY LTD Fund management and Equity Capital Markets
COFACE CANADA – BRANCH (COFACE EUROPE) Credit insurance and related services
COFACE IBERICA – BRANCH (COFACE EUROPE) Credit insurance and related services
MIROVA NATURAL CAPITAL LIMITED, FRENCH BRANCH (FORMER MIROVA-ALTHELIA LIMITED, FRENCH BRANCH) Asset Management
COFACE TAIWAN – BRANCH (COFACE EUROPE) Credit insurance and related services
NATIXIS FUNDING (a)** Market making on secondary debt market FC 100 100 100 100 France
NATIXIS JAPAN SECURITIES CO, Ltd Financial institution FC 100 100 100 100 Japan
FCT Natixis Export Credit Agency (a) (i) Securitization vehicle 100 100 France
CONTANGO TRADING S.A. Brokerage company FC 100 100 100 100 France
Natixis Capital Partners Spain (dd) Mergers and acquisitions advisory services FC 80 80 75 75 Spain
NATIXIS BELGIQUE INVESTISSEMENTS Investment company FC 100 100 100 100 Belgium
EDF INVESTISSEMENT GROUPE Investment company Equity 6 6 6 6 Belgium
Vermilion Partners LLP Mergers and acquisitions advisory services FC 51 51 51 51 United Kingdom
Vermilion (Beijing) Advisory Company Limited Mergers and acquisitions advisory services FC 51 51 51 51 China
Azure Capital Holdings Pty Ltd (n) Mergers and acquisitions advisory services FC 52 52 Australia
Saudi Arabia Investment Company (ee) Financial institution FC 100 100 Saudi Arabia
NATIXIS HONG KONG Financial institution FC 100 100 100 100 Hong Kong
NATIXIS DUBAÏ Financial institution FC 100 100 100 100 United Arab Emirates
NATIXIS NEW YORK Financial institution FC 100 100 100 100 United States
NATIXIS GRAND CAYMAN Financial institution FC 100 100 100 100 Cayman Islands
TREZ COMMERCIAL FINANCES LIMITED PARTNERSHIP (a) Real estate finance FC 100 100 100 100 Canada
Bleachers finance Securitization vehicle FC 100 0 100 0 United States
NATIXIS REAL ESTATE HOLDINGS LLC Real estate finance FC 100 100 100 100 United States
Natixis Investment Managers Canada Corp (cc) Asset Management 100 100 Canada
Natixis Investment Managers Capital Corporation (cc) Asset Management 50 50 Canada
Natixis Investment Managers Canada Limited (cc) Asset Management 100 100 Canada
Natixis IM Canada Holdings Ltd (v) Holding company FC 100 100 Canada
AEW REAL ESTATE ADVISORS, INC. Asset Management FC 100 100 100 100 United States
AEW SENIOR HOUSING INVESTORS INC. Asset Management FC 100 100 100 100 United States
AEW Partners Real Estate Fund VIII LLC (y) Asset Management FC 100 100 United States
AEW Senior Housing Investors IV LLC (y) Asset Management FC 100 100 United States
AEW Partners Real Estate Fund IX, LLC (mm) Asset Management FC 100 100 United States
LOOMIS SAYLES & COMPANY, LP Asset Management FC 100 100 100 100 United States
LOOMIS SAYLES SOLUTIONS, LLC Asset Management FC 100 100 100 100 United States
Ostrum AM US LLC (ex-NAM US) Asset Management FC 100 100 100 100 United States
Flexstone Partners LLC (formerly Caspian Private Equity, LLC)* (a) (m) Asset Management FC 84 84 73 73 United States
Natixis Distribution, LP Distribution FC 100 100 100 100 United States
VAUGHAN NELSON INVESTMENT MANAGEMENT, LP Asset Management FC 100 100 100 100 United States
MIROVA GLOBAL SUSTAINABLE EQUITY FUND (f) Asset Management 38 38 United States
NATIXIS IM INNOVATION (FORMERLY AEW CO-INVEST) Asset Management FC 100 100 100 100 France
AEW CILOGER Real estate management FC 60 60 60 60 France
DNCA Courtage (k) Asset Management FC 92 79 92 82 France
DNCA Finance (k) Asset Management FC 92 79 92 82 France
Dorval Finance (nn) Asset Management FC 55 55 50 50 France
Ostrum AM (New) Asset Management FC 100 100 100 100 France
NAXICAP PARTNERS Management of venture capital mutual funds FC 100 100 100 100 France
AEW UK INVESTMENT MANAGEMENT LLP Asset Management Equity 50 30 50 30 United Kingdom
AEW Promote LP Ltd (ll) Asset Management FC 100 60 United Kingdom
H2O ASSET MANAGEMENT LLP Asset Management FC 50 50 50 50 United Kingdom
H2O ASSET MANAGEMENT Corporate member Asset Management FC 50 50 50 50 United Kingdom
NATIXIS INVESTMENT MANAGERS JAPAN CO., LTD Asset Management FC 100 100 100 100 Japan
AEW Value Investors Asia III GP Limited (y) Asset Management FC 100 100 Jersey
AEW EUROPE SARL (ex-AEW Luxembourg) Asset Management FC 60 60 60 60 Luxembourg
H2O AM Monaco SAM (u) Asset Management FC 50 50 Monaco
Prometheus Wealth Management SAM (u) Asset Management FC 50 25 Monaco
AEW CENTRAL EUROPE Asset Management FC 60 60 60 60 Poland
Ostrum AM Asia Ltd Asset Management FC 100 100 100 100 Singapore
LOOMIS SAYLES INVESTMENTS ASIA Pte Ltd Asset Management FC 100 100 100 100 Singapore
Flexstone Partners SARL (ex-Euro Private Equity)* (l) Asset Management FC 84 84 100 100 Switzerland
Natixis Investment Managers S.A., Succursale italiana Distribution FC 100 100 100 100 Italy
NATIXIS US HOLDINGS Inc. Holding company FC 100 100 100 100 United States
NATIXIS PRIVATE EQUITY Private Equity FC 100 100 100 100 France
DAHLIA A SICAR SCA (a) Private Equity FC 100 100 100 100 Luxembourg
NATIXIS Wealth Management Luxembourg Bank FC 100 100 100 100 Luxembourg
Natixis Wealth Management** Credit institution FC 100 100 100 100 France
Control Ownership Control Ownership 1818 IMMOBILIER Real estate operations FC 100 100 100 100 France
BPCE IARD (formerly ASSURANCES BANQUE POPULAIRE IARD) Property damage insurance Equity 50 50 50 50 France
FRUCTIFONDS PROFIL 9 (p) Insurance investment mutual fund 84 84 France
AAA ACTIONS AGRO ALIMENTAIRE Insurance investment mutual fund FC 42 42 40 40 France
SCI DUO PARIS Real estate management Equity 50 50 50 50 France
SELECTION PROTECTION 85 Insurance investment mutual fund FC 28 28 27 27 France
SELECTIZ PLUS FCP 4DEC Insurance investment mutual fund FC 53 53 50 50 France
MIROVA EUROPE ENVIRONNEMENT C Insurance investment mutual fund FC 34 34 30 30 France
COMPAGNIE EUROPEENNE DE GARANTIES ET CAUTIONS (c) Insurance 100 100 France
NATIXIS PAYMENT SOLUTIONS** Banking services FC 100 100 100 100 France
NATIXIS PAIEMENT HOLDING Holding company FC 100 100 100 100 France
NATIXIS LEASE MADRID (c) Equipment and real estate leasing 100 100 Spain
NATIXIS LEASE MILAN (c) Equipment and real estate leasing 100 100 Italy
NATIXIS CAR LEASE (c) Extended period vehicle rental 100 100 France
SAS IMMOBILIERE NATIXIS BAIL (a) (c) Real estate leasing 100 100 France
COFACE EUROPE Credit insurance and related services FC 42 42 43 43 France
COFACE BELGIUM SERVICES Business and solvency data FC 42 42 43 43 Belgium
COFACE NORTH AMERICA INSURANCE COMPANY Credit insurance and related services FC 42 42 43 43 United States
COFACE POLAND CMS Financial data FC 42 42 43 43 Poland
COFACE SERVICES NORTH AMERICA GROUP Holding company FC 42 42 43 43 United States
COFACE SERVICIOS ESPANA SL Receivables management and data FC 42 42 43 43 Spain
COFACE SEGURO DE CREDITO MEXICO Insurance FC 42 42 43 43 Mexico
COFACE SOUTH AFRICA Insurance FC 42 42 43 43 South Africa
COFACE UK SERVICES LTD Receivables management and data FC 42 42 43 43 United Kingdom
COFACERATING.DE Receivables management and data FC 42 42 43 43 Germany
COGERI Receivables management and data FC 42 42 43 43 France
COFACE CENTRAL EUROPE HOLDING Holding company FC 42 42 43 43 Austria
COFACE SVERIGE – BRANCH (COFACE KREDIT) Insurance FC 42 42 43 43 Sweden
COFACE UK – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 United Kingdom
COFACE BELGIUM – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Belgium
COFACE LUXEMBOURG (COFACE Europe) (g) Credit insurance and related services 43 43 Luxembourg
COFACE PORTUGAL – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Portugal
COFACE IBERICA – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Spain
COFACE SWITZERLAND – BRANCH (COFACE S.A.) Insurance FC 42 42 43 43 Switzerland
COFACE NEDERLAND – BRANCH (COFACE KREDIT) Insurance FC 42 42 43 43 Netherlands
COFACE ARGENTINA – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Argentina
COFACE CHILE – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Chile
COFACE HUNGARY – BRANCH (COFACE AUSTRIA) Insurance FC 42 42 43 43 Hungary
LEID – BRANCH (COFACE AUSTRIA) Insurance FC 42 42 43 43 Lithuania
COFACE ROMANIA INSURANCE – BRANCH (COFACE AUSTRIA) Insurance FC 42 42 43 43 Romania
COFACE TECHNOLOGIE – ROMANIA Data services FC 42 42 43 43 Romania
COFACE JAPAN – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Japan
COFACE SINGAPORE – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Singapore
COFACE HONG KONG – BRANCH (COFACE Europe) Credit insurance and related services FC 42 42 43 43 Hong Kong
COFACE GREECE – BRANCH (COFACE Europe) (d) Credit insurance and related services FC 42 42 Greece
NATIXIS FONCIÈRE S.A. (formerly SPAFICA) (a) Real estate investments FC 100 100 100 100 France
Change in registered company name in 2019.* French subsidiaries whose individual prudential oversight is performed based on Group consolidated ratios in accordance with Article 7 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council ** of June 26, 2013 relative to regulatory requirements applicable to credit institutions and investment firms. Structured entity.(a) Entity disposed of on February 6, 2019.(b) Entities sold to BPCE in the first quarter of 2019.(c) Branch consolidated in the first quarter of 2019.(d) Entity acquired in the first quarter of 2019.(e) Entity deconsolidated in the first quarter of 2019 after the percentage interest fell below eligible levels.(f) Business activities transferred to Coface Belgium – Branch (Coface Europe).(g) Business activities transferred to LEID – Branch (Coface Austria).(h) Securitization vehicle closed.(i) Deconsolidated in the first quarter of 2019 after the fund’s seed money investment was fully repaid.(j) In accordance with the provisions of the shareholders’ agreement, Société de Cadres’ percentage interest in DNCA Finance rose from 9% to 12% on January 1, 2019.(k) The percentage interest fell to 84% after Natixis IM sold part of its stake to the company’s European managers in the first quarter of 2019.(l) Entity transferred to Flexstone Partners SAS in the first quarter of 2019.(m) Entity acquired in the second quarter of 2019.(n) Consolidated in the second quarter of 2019. Natixis Holdings (Hong Kong) Limited is the holding company of the stake in Azure Capital.(o) Entity deconsolidated in the second quarter of 2019 after the percentage interest fell below eligible levels.(p) The percentage interest increased from 91% to 100% following a buyback of non-controlling interests and the application of IFRS 2 upon the implementation of a bonus share allocation plan in the second quarter of 2019.(q) The percentage interest increased from 87% to 100% following a buyback of non-controlling interests and the application of IFRS 2 upon the implementation of a bonus share allocation plan in the second quarter of 2019.(r) The percentage interest increased from 84% to 99% following the buyback of non-controlling interests in the second and fourth quarters of 2019 and the capital increase conducted in the fourth quarter of 2019 to which (s) Natixis Paiement Holding fully subscribed.
Entity deconsolidated in the second quarter of 2019 after the percentage interest fell below eligible levels.(t) New H2O subsidiaries consolidated as they are set to become material in the coming periods.(u) Consolidated in the third quarter of 2019. Natixis IM Canada Holdings Ltd is the holding company of the 11% stake in Fiera, the leading publicly-traded independent distribution platform in Canada.(v) Change of scope in the second quarter of 2019 in connection with the restructuring of the US operations of Seeyond and Mirova.(w) New company created by AEW Capital Management LP in order to develop its activities in Asia and added to the consolidation scope at end-June 2019.(x) New entities created by AEW Capital Management LP in connection with the management of new funds and added to the consolidation scope at end-June 2019.(y) Deconsolidated in the third quarter of 2019 following the liquidation of the entity.(z) Entity deconsolidated in the third quarter of 2019 after the percentage interest fell below eligible levels.(aa) Entity deconsolidated in the third quarter of 2019 after the percentage interest fell below eligible levels.(bb) Entities sold to Fiera Capital in the third quarter of 2019 in accordance with the investment agreement implemented at Fiera Capital in the second quarter of 2019.(cc) The percentage interest increased from 75% to 80% following a buyback of non-controlling interests.(dd) Entity created and consolidated in the fourth quarter of 2019.(ee) Entity consolidated in the fourth quarter of 2019 after the percentage interest rose above eligible levels.(ff) Entity liquidated in December 2019.(gg) The percentage interest increased from 96% to 100% following buybacks of non-controlling interests and the application of IFRS 2 upon the implementation of a bonus share allocation plan in 2017 which was completed (hh) at end-2019.
Entity created in 2019; it is intended to become Natixis’ reference partner in thematic investing in international equities.(ii) Entity created in 2019; it is intended to become Natixis’ reference partner in international infrastructure investment.(jj) Ostrum created a new company in Hong Kong in 2019 to further its expansion in Asia. The company was consolidated in the fourth quarter of 2019.(kk) Entity consolidated in the fourth quarter of 2019. It arranges financing for the fund AEW European Value Partners, through which AEW collects interest income in relation to fund performance.(ll) This entity manages the fund AEW Partners Real Estate IX launched recently in the US by AEW Capital Management, which owns 100% of its capital. This entity was consolidated in the fourth quarter of 2019.(mm) The percentage of ownership increased from 50% to 55% following the buyout of shares from company managers in the fourth quarter of 2019.(nn) The percentage of ownership increased from 60% to 70% following the buyout of shares from company managers in the fourth quarter of 2019.(oo) Mirova purchased the shares of the entity’s founders in the fourth quarter of 2019. Consequently, Mirova now owns 100% of Mirova Natural Capital’s share capital.(pp)
Information on entities that are exclusively controlled, jointly controlled or significantly influenced, and controlled structured entities that are not included in the consolidation scope, are available on the Natixis website at: Non-consolidated investments at December 31, 201919.2
In addition, the 25% stake in the share capital of US investment firm WCM Investment Management, which was not consolidated due to the absence of significant influence by Natixis, accounted for a total of €279 million at December 31, 2019.
In compliance with the engagement entrusted to us by your General Shareholders’ Meeting, we have audited the accompanying consolidated financial statements of the Natixis Group for the year ended December 31, 2019.
The audit opinion expressed above is consistent with the content of our report to the Audit Committee.
We conducted our audit engagement in compliance with the independence rules applicable to us, for the period from January 1, 2019 to the date of our report and specifically we did not provide any services that are prohibited under Article 5, section 1, of Regulation (EU) No 537/2014 or under the French Code of Ethics (Code de déontologie) for Statutory Auditors.
Deloitte & Associés: the main engagements conducted in fiscalV year 2019 concerned reviews of reporting compliance, either as required by regulations or requested by the regulators, the independent third-party body engagement on the CSR information in the management report, comfort letters issued in connection with issuance programs and certification.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion expressed above, and we do not provide a separate opinion on specific items of the consolidated financial statements.
Statutory Auditors’ report on the consolidated financial statements 385NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
In accordance with the “impairment” component of IFRS 9, Natixis recognizes impairment and provisions to cover expected credit losses on outstandings that reflect their classification in stage 1, 2 or 3. The stage that outstandings are assigned to depends on the increase in credit risk observed since their initial recognition.
Impairment for expected credit losses on stage 1 or 2 outstandings is the discounted sum of the product of the exposure at default (EAD), probability of default (PD) and loss given default (LGD) inputs in each projection year, including forward-looking information.
Net exposure in respect of customer loans and receivables totaled €71,089 million at December 31, 2019. Expected credit losses stood at €1,375 million at December 31, 2019.
Our work mainly consisted in: evaluating Natixis’ internal control system governing theV classification of outstandings in stages 1 or 2 according to the indicators used to define a significant increase in credit risk; evaluating the internal control system governing the validationV of internal models and the definition of the inputs used in the calculation of impairment; assessing the relevance of these inputs used in the calculation ofV impairments as at December 31, 2019; performing counter calculations on a sample of contracts.V
In addition, we carried out a credit review, based on a sample of files selected on the basis of materiality and risk criteria, in which we: took note of the latest available information on the situationV of counterparties whose risk has increased significantly; performed independent analyses of the assumptions used and theV estimates of provisions drawn up by management based on information provided by the institution and external data; verified that estimated impairment allowances were correctlyV recognized.
Please refer to Notes 6.23, 7.8, 7.10 and 8.16 to the consolidated financial statements for more details.
In the case of complex financial instruments, particularly those in Level 3 and some in Level 2 of the fair value hierarchy, these approaches may include a significant amount of judgment given: The use of internal valuation models;V
At December 31, 2019, Level 2 financial instruments represented assets of €172,948 million and liabilities of €183,926 million.
For more details, please refer to Notes 6.6, 6.23 and 8.5 to the consolidated financial statements.
We tested the key controls that we deemed relevant to our audit, including those relating to: the validation and periodic review, by the Risk division, of valuationV models and related adjustments; the independent verification of valuation inputs;V
We considered the valuation of these reserves to be a key audit matter insofar as they represent a significant amount in the Group’s financial statements and since some of these reserves require the exercise of judgment in determining the assumptions (e.g. experience tables and behavioral statistics) or calculation models used.
The technical reserves of the insurance contracts amounted to €90,018 million at December 31, 2019.
Please refer to Notes 6.23, 9.2.5 and 9.5 to the consolidated financial statements for more details.
We also verified the information on insurance liabilities disclosed in the notes to the Group’s consolidated financial statements.
The Natixis Group recognizes deferred tax assets at the reporting date in respect of tax loss carryforwards when it is considered likely that the tax entity concerned will have future taxable profits that tax loss carryforwards may be set off against, within a certain time frame.
We identified this issue as a key audit matter due to the sensitivity of deferred tax assets thus recognized to the assumptions and options adopted by management.
Based on projections made by management, we performed tests to check that deferred tax asset bases are properly calculated and that the right tax rates are used.
The existence of multiple end dates and trigger criteria creates complexity not only for the calculation of these fees, but also in determining the various recognition dates for the corresponding income. Furthermore, if uncertainty exists regarding the measurement of a performance fee amount, only the amount for which the Group’s entitlement is assured given the information available on the reporting date is recognized (the principles applicable to performance fees are set out in Note 6.19 to the consolidated financial statements).
We examined the calculation and control process for performance fees implemented by affiliates of Natixis Investment Managers. In particular, we tested the periodic reconciliations performed between the performance fees calculated by the management of the affiliates and the recognized amounts and, in the case of funds, the amounts provided by “valuation agents”.
Based on a sample of selected funds, we also: checked that the benchmark used matches the benchmarkV referred to in the contractual provisions; reconciled the fee amounts determined by management and theV recognized amounts; in the case of funds, reconciled the recognized performance feesV and the fees calculated by the funds’ “valuation agents”; checked that the asset management company recorded the feesV at the end of the calculation period specified in the contractual provisions; verified the manner in which the Group estimates and integratesV any uncertainties into the recognized fee amount.
In preparing the consolidated financial statements, management is responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the company or to cease operations.
As specified in Article L. 823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the company or the quality of management of the affairs of the company.
Statutory Auditors’ report on the consolidated financial statements 391NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com assesses the appropriateness of management’s use of the goingV concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the company to cease to continue as a going concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein; evaluates the overall presentation of the consolidated financialV statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation; obtains audit evidence regarding the financial information ofV persons or entities included in the scope of consolidation that he considers sufficient and appropriate to express an opinion on the consolidated financial statements. The Statutory Auditor is responsible for the direction, supervision and completion of the audit of the consolidated financial statements as well as for the opinion expressed about those statements.
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, where appropriate, any significant weaknesses we have identified in the internal control system regarding the procedures for preparing and processing accounting and financial information.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters, that we are required to describe in this report.
26 Net gains/(losses) on trading portfolio transactions 1,534 1,468 27 Net gains/(losses) on transactions on securities held for sale 43 53
Gross operating income 1,292 1,760 30 Provision for credit losses (429) (228)
Non-recurring income 19 Funding/reversal of funding for general banking risks and regulated provisions 0 0
Guarantee mechanism for the assets 14. of the former GAPC hive-off vehicle
Investment in subsidiaries and affiliates, Note 7 associates, other long-term investments and treasury shares
Information on shareholdings exceeding Note 8 the disclosure threshold following investments in French companies during 2019
The financial statements for the fiscal year are presented in identical format to those for the previous fiscal year. Generally accepted accounting principles have been applied in compliance with the principle of prudence based on the following principles: going concern;V
Advances to banks cover all receivables other than those represented by a security, held in connection with banking transactions with credit institutions, including subordinated loans and reverse repo stock and securities. They are broken down between demand loans and deposits and term loans and time deposits.
Parent company financial statements and notes 397NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Securities are, in accordance with Book II — Title 3 “Accounting treatment of securities transactions” of Regulation No. 2014-07 of the ANC, classified according to: their type: government securities (treasury bills and similarV securities), bonds and other fixed-income securities (negotiable debt securities and interbank market instruments), shares and other variable income securities; the economic purpose for which they are held, into one of theV following categories: held for trading, held for sale, held for investment, other long-term securities, investments in associates and investments in subsidiaries and affiliates.
The applicable classification and measurement rules are as follows: the securities must be tradable on an active market as of the date of their initial recognition and their market prices must be accessible, representing actual transactions regularly occurring in the market under normal trading conditions.
Securities held for trading: securities that are originally bought orV sold with the intention of reselling or repurchasing them in the short term, and securities held as part of a market-making operation. Securities bought or sold for the purposes of the specialized management of a trading portfolio are also classed as securities held for trading. In order to be eligible for this category,
Securities held for sale: securities which are not classified in anyV other category are considered as securities held for sale.
They are reported on the balance sheet at their purchase price, excluding acquisition costs. Any difference between the purchase price and the redemption price is recorded in income over the remaining life of the securities.
Other long-term securities: investments made by Natixis in theV form of securities, with the intention of forging lasting professional relationships and creating a special relationship with the issuing company, but without any influence over the management of the corporate entities in which investments were made due to the low percentage of voting rights held.
They are included in the balance sheet at their lowest historical cost or value in use. Unrealized losses are subject to a provision for impairment.
Investments in associates: investments in the form of securitiesV that are deemed useful to Natixis’ business if held for the long term.
The measurement approaches used to determine value in use are the following, as appropriate: the net asset method (restated or not);V
Treasury shares: Natixis holds treasury shares to regulate its shareV price under a liquidity agreement. These shares are recognized as securities held for trading and follow the same rules as other securities in this category. Moreover, treasury shares acquired through arbitraging on stock market indexes are recognized as securities held for trading.
As soon as they are in a condition to be used by Natixis in the manner in which they are intended, fixed assets are depreciated or amortized over their estimated useful lives on a straight-line or declining balance basis when this better reflects the economic amortization. The residual value of the asset is deducted from its depreciable or amortizable amount when it can be measured reliably.
Parent company financial statements and notes 399NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
They fall into four categories: “Short-term benefits” including salaries, social security contributions, annual leave, employee profit-sharing, incentive plans, top-up contributions and variable compensation payable in the 12 months after they are attributed are expensed in the period in which the corresponding services were rendered.
“Termination benefits” granted to employees upon the termination of their employment and prior to retirement. A provision is accrued for these benefits.
Insurance contracts taken up with a party related to Natixis and intended to finance all or part of Natixis’ defined-benefit plan commitments are recorded in the asset side of the balance sheet as “Other assets”.
The amount recognized as a provision in the balance sheet represents the present value of the obligation under defined-benefit plans at the closing date: minus any past service cost not yet recognized in income,V
the interest cost reflecting the impact of unwinding the discount onV the obligation; the expected return on plan assets;V
Since 2010, Natixis has granted share-based payment plans to certain categories of staff. Some plans are settled in Natixis shares, while others are settled in cash indexed to the Natixis share price. Each plan is a three-year plan, with one-third of the plan settled each year, with the exception of “short-term” plans settled in cash indexed to the Natixis share price, which are settled in the year they are granted.
Cash-settled employee retention and performance plans indexedV to the value of the Natixis share
Off-balance sheet receivables, debts and commitments denominated in foreign currencies are converted to euros at the going exchange rate at the balance sheet date through the revaluation of foreign exchange positions. The difference between amounts resulting from the valuation of euro-denominated foreign exchange positions and amounts reported in equivalent euro-denominated foreign exchange positions is recorded in the income statement.
The procedure for setting up the deposit and resolution guarantee fund was changed by a French Ministerial Order dated October 27, 2015. Contributions made to the deposit and resolution guarantee fund may be paid in the form of partner or association certificates and cash security deposits (guarantee of irrevocable commitment) recognized as assets on the balance sheet and contributions (which are non-refundable in the event of a voluntary withdrawal of approval to operate) recorded in income as “Taxes and regulatory contributions” among other operating expenses.
Directive 2014/59/EU (BRRD — Bank Recovery and Resolution Directive) which establishes the framework for the recovery and resolution of banks and investment firms and Regulation (EU) 806/2014 (SRM regulation) established the introduction of a resolution fund as of 2015. In 2016, this fund became a Single Resolution Fund (SRF) between the member States participating in the Single Supervisory Mechanism (SSM). The SRF is a resolution financing mechanism available to the resolution authority (Single Resolution Board). The latter may use this fund when implementing resolution procedures.
On November 12, 2009, an arrangement was made by BPCE to protect a portion of the portfolios of the former GAPC hive-off vehicle with retroactive effect at July 1, 2009. With this guarantee mechanism, Natixis was able to free up a significant portion of its equity allocated to segregated assets and to protect itself against the risk of loss from these portfolios subsequent to June 30, 2009. This protective arrangement is based on two mechanisms: a sub-participation with the characteristics of a financialV guarantee, covering 85% of the face value of assets recognized in “loans and receivables” and “available-for-sale financial assets”. Under this guarantee, Natixis is protected from the very first euro in default up to 85% of the default amount; The amount of the premium paid in 2009 by Natixis in return for the financial guarantee amounted to €1,183 million.
At December 31, 2019, this financial guarantee, which had virtually no impact at December 31, 2018, was terminated. The termination of the financial guarantee had an impact of +€9.7 million on the income statement at December 31, 2019.
two Total Return Swaps (TRS), one in euros and one in US dollars,V transferring to BPCE 85% of unrealized and realized gains and
Natixis exercised the option at maturity (i.e. July 1, 2019). Exercising this option had no impact on Natixis’ income statement as the changes in the option’s fair value were recognized in income at inception. In addition, a reverse TRS was implemented on July 1, the characteristics of which are symmetrical to those of the TRS in euros and in dollars implemented when the guarantee was first arranged.
Note that the TRS and the option had virtually no impact on Natixis’ income statement at December 31, 2018 and that these have been terminated as of December 31, 2019.
There were no changes to accounting methods in respect of the 2019 fiscal year.
On September 12, 2018, Natixis and BPCE announced that Natixis planned to sell its Factoring, Sureties & Financial Guarantees, Leasing, Consumer Finance and Securities Services business lines to BPCE SA for €2.7 billion.
Parent company financial statements and notes 403NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Interbank and similar transactions 103,158 108,160 * o/w subordinated loans 0 0 o/w reverse repurchase agreements 36,220 39,162 o/w accrued interest 86 148
The amount of perpetual subordinated loans totaled €808 million at December 31, 2019 versus €877 million at December 31, 2018.
Non-performing loans amounted to €2,856 million at December 31, 2019 versus €2,150 million at December 31, 2018 (of which €195 million at December 31, 2019 relating to irrecoverable loans versus €223 million at December 31, 2018).
Provisions for non-performing loans totaled -€991 million at December 31, 2019 versus -€859 million at December 31, 2018 (of which -€189 million at December 31, 2019 versus -€215 million at December 31, 2018 relating to provisions for irrecoverable loans).
Receivables eligible for refinancing with the Banque de France and/or the European Central Bank amounted to €715 million at December 31, 2019 versus €627 million at December 31, 2018.
Investment in subsidiaries and affiliates, associates, Note 7 other long-term investments and treasury shares
COFACE S.A. 1 PLACE COSTES ET BELLONTE – CS20003 92276 Bois-Colombes L 304,064 EUR 876,308 EUR 42.20%
NATIXIS ALGÉRIE IMMEUBLE EL KSAR – ZONE D’AFFAIRES MERCURE – LOT 34/35 BAB EZZOUAR
NATIXIS TRUST 51 AVENUE JOHN F. KENNEDY L-1855 Luxembourg U 659,865 EUR 133,855 EUR 100.00%
NATIXIS NORTH AMERICA LLC 1251 AVENUE OF THE AMERICAS NEW YORK, NY 10020 U 2,468,579 USD (329,491) USD 100.00%
Of which subsidiaries and investments not covered under paragraph A.* Excluding income of the year.(a) 2019 fiscal year.(b)
Parent company financial statements and notes 407NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Interbank and similar transactions 99,615 96,850 * o/w repurchase agreements 31,009 27,966 * o/w accrued interest 101 113
Securities transactions 85,143 75,270 o/w trading securities, liabilities on borrowed securities 66,578 54,860 o/w trading securities, other liabilities on securities 18,552 20,395 o/w accrued interest 14 15
(in millions of euros) 01/01/2019 Charges Reversals Translation adjustments Other 31/12/2019
(in millions of euros) 01/01/2018 Charges Reversals Translation adjustments Other 31/12/2018
Provisions for impairment deducted from assets (1,435) (678) 670 (15) 38 (1,420)
Investments in subsidiaries and affiliates (298) (167) 39 (1) 34 (393)
Expected return on plan assets 1.56% 2.96% 0.50% 1.56% 3.03% 0.50%
The remaining average working lives of employees, for all benefits, is 12.2 years versus 12.0 years at December 31, 2018.
Expected return on plan assets, gross (2) (3) (5) (2) (1) (3)
Recognized actuarial gains and losses over the period 3 2 5 3 (1) 1 3
Change in actuarial gains and losses not recognized 31 11 2 2 46 2 (15) (2) (3) (18)
Natixis issued Perpetual deeply subordinated notes which offer unit-holders fixed rate or variable rate income and which may be redeemed at the end of a set period and then at each coupon anniversary date. In the event of non-redemption at the end of this period, for some of these issues, a variable coupon indexed to the Euribor or Libor will be paid.
Redeemable subordinated debt issued by Natixis includes mediumor long-term loans or securities equivalent to ordinary subordinated debt. They are redeemable before the contractual maturity date in the event of liquidation of the issuer, and rank after other creditors but before holders of the super subordinated notes.
At December 31, 2019, the share capital was composed of 3,153,078,482 shares, each with a par value of €1.60. All shares confer the same rights on their holders, except for treasury shares, which have no voting rights.
The capital increase in fiscal year 2019 corresponds to the allocation of 2,789,890 bonus shares to certain Natixis employees, within the scope of Retention and performance plans.
Of which -€197 million in interest expense on subordinated debt at December 31, 2019 versus -€199 million at December 31, 2018.
Natixis’ subsidiary in Germany was subject to a tax audit covering fiscal years 2009 to 2014. Final notice was received by Natixis during the 2019 fiscal year and the accounting impacts were factored into the accounts at December 31, 2019.
Parent company financial statements and notes 421NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Interest and similar income and expenses 381 268 (184) 351 2 818 239 226 (29) 315 2 753
Other banking income and expenses 213 9 (1) (3) 0 218 336 3 (5) (2) 332
OTHER INSTRUMENTS 369,861 402,877 o/w hedges - of interest rate instruments 26,265 25,352 - of exchange rate instruments 3 70 - of other instruments 2,721 7,644 o/w macro-hedges 171,974 161,665 o/w isolated open positions 309 258
Information on risk management is presented in Section 3.5 of Chapter 3, “Credit and counterparty risks”.
Parent company financial statements and notes 425NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
At December 31, 2019, in accordance with the above-mentioned Article, Natixis hereby reports that it has: in the Marshal Islands, €67 million in outstanding financing (net ofV provisions), €2 million in financial guarantees given and €47 million in loan commitments given; in Panama, €75 million in outstanding financing (net of provisions)V and €80 million in loan commitments given.
Number of bonds redeemable in shares 0 0 0 0 0
Income before tax, depreciation, amortization and provisions 872,230,135.57 1,061,747,058.72 1,058,912,618.73 1,610,377,425.74 2,205,278,559.53
Social security and other employee benefits 349,581,989.26 388,380,689.14 503,004,737.45 421,145,026.49 523,163,629.26 o/w for 2018:(a) - an ordinary dividend of €945,086,577.60; - a special dividend of €1,512,138,524.16.
Our responsibilities under those standards are further described in the Statutory Auditors Responsibilities for the Audit of the Financial Statements section of our report.
We conducted our audit engagement in compliance with the independence rules applicable to us, for the period from January 1, 2019 to the date of our report and in particular we did not provide any services that are prohibited under Article 5(1) of Regulation (EU) No. 537/2014 or under the French Code of Ethics (code de déontologie) for Statutory Auditors.
Furthermore, the non-audit services that we provided to your Company and its controlled undertakings during the fiscal year that are not disclosed in the management report or the notes to the parent company financial statements are as follows: Deloitte & Associés: the main engagements conducted in fiscalV year 2019 concerned reviews of reporting compliance, either as required by regulations or requested by the regulators, the independent third-party body engagement on the CSR information in the management report, comfort letters issued in connection with issuance programs and certification.
PricewaterhouseCoopers Audit: the main engagements conductedV in fiscal year 2019 concerned certification, comfort letters issued in connection with issuance programs, reviews of compliance procedures and services provided as part of restructuring measures.
Pursuant to the provisions of Articles L.823-9 and R.823-7 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we draw to your attention the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the parent company financial statements of the current period, as well as how we addressed those risks.
The determination of individual impairment allowances for non-performing loans requires a significant amount of judgment, particularly in terms of identifying impairment and calculating the impairment loss to be recognized.
Receivables due from customers represented €138,055 million at December 31, 2019. Individual impairment losses amounted to €991 million at
We evaluated the design and tested the effectiveness of the key controls put in place by Natixis, in particular those related to: the identification of indicators of impairment (such as past-dueV payments) and the counterparty rating process; the classification of exposures as non-performing,V
the determination of individual impairment losses onV non-performing loans and the associated governance and validation system.
The assessment of the resulting legal and compliance (including tax) risks reflects management’s estimates as of the reporting date.
We therefore considered provisions for legal and compliance risks to be a key audit matter given the sensitivity of these provisions to the assumptions and options adopted by management.
As part of its capital markets activities within the Corporate & Investment Banking division, Natixis holds a significant portion of financial instruments on its balance sheet that are not quoted on an active market.
Financial instruments not quoted on an active market are recognized within securities held for sale, securities held for trading and securities held for investment, which represented assets of €45.6 billion at December 31, 2019.
We tested the controls that we deemed relevant to our audit, including those relating to: the validation and periodic review, by the Risk division, of valuationV models and related adjustments; the independent verification of valuation inputs;V
We certify the existence, in the section of the management report of the Board of Directors devoted to corporate governance, of the information required under Articles L. 225-37-3 and L. 225-37-4 of the French Commercial Code.
We were appointed Statutory Auditors of Natixis S.A. by the General Shareholders’ Meetings held on May 24, 2016 in the case of
As of December 31, 2019, PricewaterhouseCoopers Audit was in its fourth year of appointment without interruption. As of that date, the length of Deloitte & Associés’ uninterrupted appointment was over 20 years, including 14 years since the combination of the IXIS business of the Caisse Nationale des Caisses d’Epargne (CNCE) and the Natexis Banques Populaires business of Banque Fédérale des Banques Populaires (BFBP), which on November 17, 2006 resulted in the incorporation of Natixis through the transfer of CNCE’s subsidiary shares and equity investments to the Natexis Banques Populaires entity, which was renamed Natixis.
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
We provide the Audit Committee with a report that presents inter alia the extent of the audit and the program of work carried out, as well as the conclusions arising from our work. We also make it aware, when appropriate, of any significant weaknesses we have identified in the internal control system in terms of procedures for preparing and processing accounting and financial information.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the parent company financial statements of the current period and which therefore constitute key audit matters, which we are required to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee.
The reliability of these processes is based on the following core principles: the definition, in coordination with BPCE, and dissemination of theV accounting and regulatory principles applicable to Natixis subsidiaries and branches, including the analysis and interpretation of new standards published during the period; the documentation and oversight of the different stages in theV preparation of these reports; audit trails justifying all published accounting and managementV data, based on the individual contributions made by each entity and restatements made centrally; formal, documented first- and second-level controls contributing toV the management of risks relating to accounting and financial information (balance sheet, income statement, regulatory and financial information); data archiving and security procedures;V
Natixis is also pursuing its project to streamline and pool data input by phasing in shared data warehouses for all overview functions (Accounting and Ratios, Financial Oversight, Financial and Risk Management), enabling the production of the new regulatory reports (MREL, Anatitres, and AnaCredit).
As part of its duties, and in keeping with the French Ministerial Order of November 3, 2014 on internal control by companies in the banking sector and European supervision by the Single Supervisory Mechanism, Natixis’ General Inspection Department assesses the internal control procedures, with a particular focus on accounting and financial procedures, of all the consolidated entities, whether or not they have credit institution status.
The fact that most subsidiaries have their own management and control functions means that internal control procedures are decentralized and are tailored to the organization of each of the consolidated entities, relying on a multi-tier accounting control process: a first-level control where permanent and local controls inV operational business lines are integrated into the operating process and formalized in detailed control programs; an intermediate level overseen by each entity’s financial orV compliance or risk departments where second-level controls, independent of operating processes, are performed to ensure the reliability of accounting and regulatory reporting processes and verify the existence and quality of the first-level controls; a final level of control carried out by the General InspectionV Department as part of its regular audits.
These controls are conducted using several accounting systems, whose number is being reduced, however, due to the integration of a significant part of Natixis’ consolidated scope.
The accounting and financial reporting control system is primarily based on the following fundamental principles: separation of the accounting production and control functions;V
In 2019, the highlights of the accounting and financial control environment included: preserving a strict schedule for preparing the various financialV reports; the sale, to BPCE SA, of the factoring, sureties & financialV guarantees, leasing, consumer finance and securities services business lines previously operated by Natixis or its specialized subsidiaries, and the associated implementation of service agreements binding BPCE and Natixis, which continue to carry out certain work on BPCE’s behalf; the continuation of large-scale projects to streamline theV information systems used for market and financing transactions (front- and back-office systems), and the migration of the associated software, which continued in 2019; generation of certain reports, integrates processes such as intra-group management, and develops new controls by cross-referencing data; the continuation of a project to streamline and pool data input byV setting up shared data warehouses for all overview functions (Risk, Accounting and Ratios, Financial Oversight and Financial Management). Using a data lake, the project allows the direct the continued roll-out of the Group’s management tools: on theV Asia Pacific platform in financing, and on the US platform in market transactions;
In addition to the control procedures followed by the Finance Departments responsible for preparing individual or consolidated accounts, the quality of accounting controls is verified by: ad hoc audit assignments conducted by BPCE’s General InspectionV and Natixis’ General Inspection Department; inspections carried out by the banking supervisory authorities;V
Green growth: financing the energy 6.3.2. transition and combating climate change 456
In accordance with the new French regulation on non-financial reporting (Déclaration de performance extra-financière), the following outlines Natixis’ business model.
CIB – Portfolio's environmental impact (2) Exposure in risk-weighted assets (RWA) – Green Weighting Factor 23% green 26% neutral 51% brown
CIB – Power sector loan book mix % renewable energy % non-renewable energy
Drop in energy consumption kWh/workstation over 3 years (2017 to 2019)
Integration of disabled employees % of overall employment rate in 2019 4.83%
Portfolio – data at 31/12/2018(2) Finansol survey – data at 31/12/2018(1) Portfolio – data at 31/12/2018(2)
Drawing on a strong, widely recognized range of expertise, Natixis’ objective in terms of ESR requires the commitment of all of its business lines (CIB, Asset and Wealth Management, Insurance, Payments) and support functions, and incorporates all aspects of ESR: environmental, social and economic topics.
Compliance risks, conduct risks and cybersecurity risks, are recognized as material risks that could significantly impact Natixis’ financial performance (liquidity, solvency and profitability), its strategic development or its reputation.
The risk analysis process placed these risks in a gross risk matrix that identifies the most important risks in terms of their severity and probability of occurrence.
The gross risk matrix identifies eight major risks that are managed using a set of risk management processes, which are assigned key performance indicators.
Non-compliance risk Conflict of interest managementV Customer protectionV Anti-money laundering and V counter-terrorist financing policies Prevention of corruptionV
Financing with the biggest impact on the climate (rated as brown)
Financing for the energy transitionV ESG criteria in investment V and financing activities
Based on this analysis of major ESR risks, Natixis structures its ESR policy to manage risks and seek new opportunities, with three priorities: Our Social and Environmental Responsibility policy is focused on three key priorities
Since 2017, Natixis’ ESR policy has been steered by a dedicated ESR Department reporting to Natixis’ Corporate Secretary, who is a member of the Natixis Senior Management Committee.
The ESR team has eight permanent members of staff backed by a network of correspondents and works in coordination with BPCE’s Sustainable Development Department.
A network of 200 ESR correspondents spans all business lines and corporate functions to apply ESR action on the ground and serve as local ESR representatives.
The correspondents from Natixis’ business lines (Corporate & Investment Banking, Asset & Wealth Management, Insurance, Specialized Financial Services) take part in business forums aimed at developing ESR in the business lines, while correspondents from the support departments (Real Estate and Logistics, Human Resources, Compliance, etc.) are involved in projects to incorporate sustainable development in the Company’s operations.
ESR correspondents have also been active in Asset Management for several years (for example at Mirova, Ostrum Asset Management, and AEW Europe) as well as in the Insurance business lines (BPCE Assurances, BPCE Vie).
ESR correspondents were appointed in the overseas offices in 2018 to apply the ESR policy in all geographies.
Following on from the Principles for Responsible Investment (PRI) established in 2006 and the Principles for Sustainable Insurance (PSI) announced in 2012, the PRB are a global initiative launched by the banking industry in 2018.
Signatory banks will publicly acknowledge their positive and negative social, environmental and economic impacts. The banks agreed to set public targets to address their main negative impacts and to step up their positive impacts in order to contribute to the Sustainable Development Goals (SDGs) and align with the Paris Agreement on climate change.
Since 2018, Natixis has involved all its business lines in measures to preserve biodiversity by joining act4nature, an initiative bringing together French businesses from all sectors of activity. Under this initiative, Natixis has undertaken to incorporate nature in its business strategy and to take real action to provide solutions to preserve and restore biodiversity, ensure that natural resources are used sustainably and that the benefits derived from nature are distributed fairly.
Strategic outlines and organization of the ESR policy 443NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Consultations and calls for tenders Responsible Supplier Relationship Charter CSR clauses in contracts
earning its way onto the major ESR indices: VigéoEiris Europe 120 indices, Stoxx indices including Stoxx Global ESG Leaders, Stoxx Europe 600 ESG-X and Euro Stoxx Low Carbon.
Natixis also completes the Carbon Disclosure Project (CDP) questionnaire and was awarded score B for its 2019 reporting.
A dedicated committee, the Global Culture and Conduct Committee, and regularly monitoring matters pertaining to the rules of conduct, is responsible for governance of conduct-related matters. It is including updates to the Code and deciding on individual or chaired by the Chief Executive Officer and is formed of members of operational cases. An escalation process is also in place to consult the Natixis Senior Management Committee. The Committee is the Committee if required. governed by a Charter that describes its duties and how it functions. The Global Culture and Conduct Committee is responsible for all matters concerning the Natixis Code of Conduct and its application by all subsidiaries and direct branches. It is in charge of overseeing
risk assessment, monitoring of indicators, and the control system.V The Committees all met at least once in 2019 and reviewed any
Finally, the code of conduct and the policies and procedures that complement its principles does not have a rule for every situation: it is the responsibility of each individual to exercise his or her personal judgment with regard to their duties and to demonstrate meticulous professional ethics. A cheklist is available to help them do so.
Some ESR issues are identified and managed in the compliance risk prevention and management systems that fall under the Compliance Department’s responsibility.
In terms of financial security, Natixis is determined to act with integrity and to fulfill its regulatory obligations regarding its fraud prevention, anti-corruption, anti-money laundering and
In 2018, Natixis adopted the Charter for Responsible Lobbying and Advocacy Activities with respect to Governmental Bodies and Officials, which is available on its website. ( code-de-conduite).
Natixis is registered with the competent European and national authorities and undertakes to observe the applicable Codes of Conduct. It has been included in the European Transparency Register since 2017 and is also registered in the French public register of lobbyists with the High Authority for Transparency in Public Life.
To combat tax avoidance, Natixis has control systems to ensure its transactions comply with tax laws and regulations. All new products and new activities must be approved with regard to these laws and regulations. In addition, Natixis reports transparently on its organizational structure and operations, and discloses its revenues and the corresponding taxes on a country-by-country basis for greater clarity on the determining factors of its tax expense. It has also adopted the UK HM Revenue & Customs Code of Practice on Taxation for Banks.
Natixis also incorporates tax fraud in its anti-money laundering system (see Chapter 3.2.8.4 Financial security). In general, Natixis maintains professional relations and cooperates with all the tax authorities in the countries in which it does business.
The whistleblowing procedure is an integral part of the Conduct system. It allows any member of staff who becomes aware of an inappropriate act or behavior (illegal activity, unethical behavior, violation of the Code of Conduct or the applicable policies and procedures) to inform the competent body within Natixis and receive the guarantees and protection set forth in regulations. The whistleblowing procedure is open to: all individuals with a current employment contract with Natixis,V regardless of the type or duration of the contract; employees of external companies (suppliers or subcontractors)V who work with Natixis either on a permanent or irregular basis.
The process sets out a clear timeline, with: immediate acknowledgement of the report;V
Ostrum AM (€274.1 billion in assets under management at December 31, 2019) has been a PRI signatory since 2008 and was rated A+ on all its investments in the 2019 assessment cycle (on 2018 performance). This excellent score was well above the median of Ostrum AM’s peers. AEW CILOGER (€31.6 billion in assets under management at December 31, 2019), a Natixis Investment Managers affiliate specialized in real estate Asset Management in Europe and a PRI signatory since 2009, enhanced its governance in 2019, allowing it to obtain an A+ rating for strategy and governance. It enhanced its governance by setting up a dedicated ESG Committee in 2019 with 13 members representing its different business lines and countries in which it does business. This Committee meets each quarter to harmonize ESG practice, ensure that all members of staff observe ESG policies, and encourage local initiatives in this area. Naxicap Partners, the French Private Equity specialist, also boasts an A+ rating for strategy and governance, reflecting the high standards of the ESG policy it applies at each stage of its investment process.
As part of its commitment to the PRB, Natixis joined 30 other banks in the United Nations Collective Commitment to Climate Action, which sets out concrete and time-bound actions that banks will take to support the energy transition. Accordingly, Natixis undertook to: align its portfolios to reflect and finance the low carbon,V climate-resilient economy required to limit global warming to well-below 2, striving for 1.5 degrees Celsius; take concrete action, within a year of joining, and use its products,V services and client relationships to facilitate the economic transition required to achieve climate neutrality; be publicly accountable for its climate impact and progress onV these commitments.
The affiliates of Natixis Investment Managers offer a range of solutions built on the conviction that ESG criteria can play an important role in identifying potential risks, seizing opportunities and generating returns for investors. Different levels of ESG criteria are available in the investment strategies applied by fund managers: ESG analysis: recognition of ESG criteria in the analysis of issuers,V without this systematically having an impact on investment decisions; ESG integration: incorporation of ESG criteria in investmentV decisions (including thematic and/or impact investments and exclusion strategies); Certification: funds certified by recognized third parties (theV French SRI label, Greenfin, Finansol, Febelfin, LuxFlag ESG, Nordic Swan EcoLabel, FNG Siegel).
DNCA, a leading European equity manager, developed its own ESG rating model in 2018, called Above & Beyond Analysis (ABA). This model analyzes its portfolios by rating issuers according to ESG criteria focused on two complementary concepts: Corporate social responsibility and the sustainable transition. Regular meetings with the directors of companies in which it invests and on-site visits help to enhance the clarity and relevance of the information collected. In 2019, it rounded out its analysis with three new criteria: contribution to the SDGs, impact, and climate risk.
DNCA manages €22.34 billion in assets, including €16 billion analyzed against ESG criteria (72% of total assets under management).
Societal exclusion policies: Natixis has adopted exclusion policies for sectors and issuers that do not respect certain human rights and fundamental principles of corporate responsibility. DNCA, Ostrum AM, Mirova, Seeyond, Thematics AM, Ossiam and Natixis Assurances apply these policies to their investments, in full compliance with their fiduciary duties towards their customers. The following sectors and issuers are excluded: controversial weapons;V
Business line contributions to green and sustainable growth 451NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com 2019 KEY EVENT
In the first quarter of 2019, Mirova launched a global equity fund on the theme of the presence of women in companies’ executive bodies. Women’s presence in senior management positions is a key factor of diversity in companies and proof of their commitment to gender equality. Mirova has set criteria and created an investment universe of 250 companies around the world and has built a portfolio of around 50 companies from this universe following an active fundamental management approach. The fund has obtained the French SRI label and it has entered into a partnership with the UN Women French National Committee, to which it donates part of its management fees. Natixis Assurances is committed to supporting projects with a strong social impact and has invested €10 million in this fund.
Ossiam, a specialist in quantitative management of index tracker funds and Exchange Traded Funds (ETFs), applies ESG criteria to four of its funds totaling €770 million (18.3% of assets under management).
In 2019, Ossiam won the innovation award at the Agefi European ETF Awards (2) for its new machine learning approach applied to ESG investments. This strategy uses machine learning techniques to analyzing a multiplicity of financial and ESG indicators in order to identify and select companies with potential performance compare to the defined investment universe.
AEW CILOGER in Europe, and AEW Capital Management in the United States, both of which specialize in real estate investments, are building a corporate culture that respects ESG principles. ESG aspects are considered and discussed with the Investment Committee at the acquisition stage for direct investments.
AEW CILOGER includes ESG criteria for 16% of its assets, representing a total of €5.2 billion.
For the time being, this analysis only applies for the management of the DNCA Invest Beyond Semperosa fund. Dedicated impact reporting (1) is published each year.
Fund managers who incorporate ESG criteria can seek certification for their funds based on the region in which they are sold (e.g. the SRI, Greenfin and Finansol labels in France) and/or the investment sector (e.g. real estate sector).
Four DNCA funds obtain Febelfin certification — the new label for the European financial center
The new Belgian certification imposes new standards based on the recommendations of the European expert group on promoting sustainability funds among retail investors: transparency, ESG analysis and exclusions with low tolerance thresholds for coal and conventional and unconventional fossil fuels. DNCA was awarded this certification for all the sustainability funds it sells in Belgium. Three equity funds and a mixed fund were certified, representing €685 million in assets under management.
Ostrum AM was awarded the French SRI label for thirteen of its funds in 2019. This accounts for 4.7% of its assets under management, totaling €12.9 billion. Also in 2019, Ostrum AM converted a money market fund with €9 billion in assets under management into a socially responsible fund using a best-in-class approach rounded out by active positive screening. This fund, Ostrum Sustainable Trésorerie, was also certified in 2019.
Ossiam has four SRI-certified funds incorporating ESG and/or carbon reduction criteria (US equities, developed world global equities), representing €537 million or 12.8% of assets under management at year-end 2019.
AEW CILOGER set up a working group within the French association of investment property companies (Association française des sociétés de placement immobilier — ASPIM) to create a real estate SRI label in France incorporating criteria covering all environmental, social and governance issues. The industry-wide working group completed its work in 2019 and the certification process should be launched following the publication of a ministerial decree to this effect in 2020. AEW CILOGER will seek certification for some of its funds in 2020.
Business line contributions to green and sustainable growth 453NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
The voting and engagement policies are based on two complementary principles: individual ongoing engagement by using voting rights andV maintaining dialog with issuers; government authorities and regulators. In 2019, Ostrum AM supported four new commitments covering gender equality in the workplace (1), tobacco (2), deforestation and wildfires in the Amazon (3), and methane emissions in the oil and gas sectors (4).
collaborative engagement alongside other investors aimed atV raising awareness of the importance of ESG among issuers,
A group of 66 investors representing over $4 trillion in assets is calling on companies to step up their commitments to gender equality in the workplace. This group of investors is coordinated by Mirova. Natixis Investment Managers, Ostrum AM and Natixis Assurances have also signed this collaborative statement. The statement is supported by UN Women and the United Nations Global Compact. It is part of the Women’s Empowerment Principles, which Natixis has signed.
In September 2019, as media attention was focused on fires in the Amazon, 244 investors, including Mirova and Ostrum AM, signed a declaration to curtail deforestation and wildfires in the Amazon. These investors represent $17.2 trillion in assets under management. More generally, Mirova strives to direct its investments towards companies committed to curb deforestation.
Investor statement on deforestation and forest fires in the Amazon, organized by the NGO Ceres (September 2019).(3)
Natixis Interépargne’s savings inflows and Mirova’s portfolio management expertise combine to provide financing for sustainable and solidarity-based projects. Projects such as these are developed by investing in companies that strictly observe ESG criteria, or by allocating resources to entities in the social and solidarity-based economy.
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Natixis supported the development of several emblematic social impact financing solutions in 2019 including a sustainable bond issue with a major social impact and a fixed income structured product.
Inclusion of social criteria in the Ghana Cocoa Board’s sustainable term loan
Green growth: financing the energy transition 6.3.2. and combating climate change
measuring carbon footprints and environmental impacts. Criteria have been set for each sector to classify the purpose of each financing project in terms of its environmental and climate impact. A color rating equivalent to an environmental rating is assigned to each facility depending on criteria and thresholds specific to each sector, in particular the real estate, oil & gas, electricity, mining, transport, infrastructure, water, waste treatment, heating and commodities trading (energy, metals, agriculture) sectors. The color rating assigned to each financing line follows a seven point scale, ranging from dark brown (activities with an extremely harmful effect on the climate and the environment) to dark green (activities with a highly positive impact), with a neutral point for activities having no impact or a very limited impact.
The rating is based on an assessment of the impact of the financing solution on the climate. It also takes into account its main non-climate environmental impacts (water, pollution, waste, biodiversity) where these are significant. The assessment applies to the asset financed or to the borrower — be it a private company or public sector entity — if the credit facility is not earmarked for a specific asset. An adjustment is applied for each color to calculate the risk-weighted assets used to measure the expected return on the loan.
It applies to €127 billion on Natixis’ balance sheet, 70% of which had been rated by the end of 2018: GWF distribution of the Corporate and Investment Banking balance sheet resulting from the impact analysis relating to 70% of the project scope at 31/12/2018
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In 2019, Natixis once again played a leading role in renewable energy financing, in particular in Asia and Latin America and in offshore wind farms in Europe.
In 2019, CIB’s infrastructure financing teams arranged 25 (3) new deals totaling €2.1 billion, representing installed capacity of 7,832 MW: 8 onshore wind farms with a total capacity of 2,429 MW;V
In 2019, Natixis also played a major role in the renewable energy sector in Asia, where it financed the SIHU project, which has a capacity of 640 MW. This offshore wind farm in Taiwan will be China’s biggest facility. On completion, it will supply clean energy to over 450,000 homes in Taiwan, saving nearly 916,000 metric tons of CO2 per year.
1 deal include solar and wind power, 1 deal include solar, wind and hydro power.(3)
Excluding major hydroelectric dams.(2) 1 deal include solar and wind power, 1 deal include solar, wind and hydro power.(3)
The portfolio breaks down as follows: Regional breakdown of the renewable energy portfolio (% of AUM)
Natixis partially financed the DEWA IV photovoltaic power plant in the United Arab Emirates, with installed capacity of 950 MW. On completion in 2020, it will be the world’s biggest concentrated solar power (CSP) project.
Natixis Investment Managers finances renewable energy via the investment funds proposed by its affiliates.
Mirova manages four Greenfin certified funds, representing total assets under management of €2.4 billion: Mirova Europe Environmental Equity Fund, Mirova Green Bond-Global, Mirova-Eurofideme 3 and Mirova-Eurofideme 4.
The Greenfin label (previously TEEC) was created by the French Ministry of the Ecological and Inclusive Transition to guarantee the quality of green investment funds. It is awarded to financial companies that act in the general interest with transparent, sustainable practices. It excludes funds that invest in the nuclear sector or fossil fuels.
In October 2019, Natixis and EDHECinfra joined forces in a research project to measure the ESG impact and risks of infrastructure investments. The research chair’s first task will be to produce an analysis of infrastructure companies’ ESG reporting standards and to review the impacts and potential risks. Then, the EDHECinfra team intends to use artificial intelligence to create new databases of ESG risks and impacts — a social acceptability index and an index of the exposure to physical risks arising from climate change.
In 2019, AEW CILOGER also issued a request for proposals for electricity or gas supplies in buildings where the building manager purchases energy. As a result, 100% renewable energy supply contracts were set up, which will reduce the carbon footprint of its assets under management.
AEW Capital Management took part in the GRESB Assessment for several of its real estate portfolios and was awarded a score of 86/100 for its AEW Core Property Trust fund in 2019, ranking it seventh out of more than 40 funds (equivalent fund universe).
Mobility is crucial to human development. Moving goods and people allows access to goods and services, in particular housing, employment, healthcare, education and culture. However, this has an impact on climate change, air quality, the use of fossil fuels, biodiversity, and health. Transport growth projections expect the number of air passengers to double by 2040 and that there will be nearly two billion vehicles in circulation by 2050. Natixis is committed to developing sustainable, low carbon transport solutions through its financing and investment activities.
Natixis was financial advisor to the Tram’Ardent consortium on the financing of the public-private partnership for around €430 million. The tramway will have around twenty trams and 21 stops, covering a distance of 11.7 km. It will be able to transport 310 passengers every four and a half minutes and will boost the range of eco-friendly mobility solutions available in the city.
Green bond issuers undertake to use the funds raised to finance energy, sustainable transport or water management. As of the end of projects with a positive impact on the environment. Unlike traditional 2019, the green bonds market totaled $225 billion (1). bonds which can finance all the issuer’s activities, a green bond finances traceable investments in measures to improve environmental performance such as energy efficiency, renewable
Natixis arranged 28 green bond issues in 2019, for a total arranged amount of €15.1 billion, confirming its solid positioning on this market, especially in Europe.
As well as green bond issuance, since 2018, Natixis has also offered two types of green or sustainable loans: loans earmarked to finance environment-related projects (term loans called “green loans”) and syndicated loans meeting ESG criteria (green revolving credit facilities or green RCF called “sustainability-linked loans" or "ESG-linked loans"). This activity expanded sharply in 2019, with 40 deals finalized, compared with 12 in 2018.
Agrial: the first CSR credit facility for an agricultural cooperative in France
Structured solutions based on these indices took on innovative forms — structured notes, green bonds and equity linked bonds — to
Natixis and Groupama Gan Vie, a Groupama subsidiary, joined forces to launch the first green bond that is fully committed to the energy transition. The product is indexed to the Euronext® Climate Objective 50 Euro EWD5 (ECO5E) index which received a Deal of the Year award by Structured Retail Products (SRP) (1). It comprises 50 euro zone stocks selected for their environmental commitment and their capacity to offer products and services compatible with a low carbon economy. The funds collected will be invested solely in wind, solar, hydroelectric and biomass projects that respect responsible management criteria. Inflows amounted to €360 million as of the end of 2019.
The Green Weighting Factor (GWF) created in 2019 will allow Natixis to decarbonize its balance sheet and gradually align the impact of its financing activities with the central aim of the Paris Agreement, i.e. to limit the global temperature rise to +2°C in relation to the pre-industrial era. Natixis intends to achieve this long-term objective while continuing to finance all economic sectors by increasing the presence of green solutions in its financing activities and helping its clients in the transition to lower carbon activities (2). Natixis has given itself one year from the launch of the GWF initiative in September 2019 to determine the speed of its transition. Additional work is ongoing to translate the color ratings under the GWF methodology into a temperature scenario to allow Natixis set a target date for aligning its loan book with the central aim of the Paris Agreement.
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In 2019, DNCA calculated its carbon footprint on 69% of its portfolio. It was then 195 t eCO2 per million of revenue. DNCA aims to extend its climate impact analysis to all its equity and corporate bond investments by the end of 2020.
In 2019, Ossiam calculated its carbon footprint for 12.3% of its funds and mandate. The 3 funds has a carbon footprint of 241 t eCO2 per million euros revenue compare to 355 t eCO2 for the benchmark, and the mandate has a carbon footprint of 209 t eCO2 per million euros revenue.
In 2018, Natixis Assurances made a proactive tangible commitment to combat climate change by aligning its investment policy with the 2°C climate scenario set in the Paris Agreement. Each year, Natixis Assurances will devote nearly 10% of its new investments to green assets, with a target of 10% of its total investments being in green assets by 2030.
companies that contribute to the energy and ecological transition. Its commitment covers all its investment portfolios (excluding unit-linked policies).
Naxicap Partners has supported the International Climate Initiative to help achieve the objectives of the Paris Agreement since 2016. As a signatory, Naxicap has undertaken to: acknowledge that climate change will have an impact on theV economy that represents both a risk and an opportunity for companies; take climate issues into account throughout the investment period;V
An initial estimate of the carbon intensity (scope 1 and 2 emissions) (1) of the companies in its portfolio was performed in 2019. This estimation has been realizer over 54% of its asset under management for a carbon footprint of 62 t eCO2 per million euros invested (on 2018's data). The portfolio’s scope 3 emissions will be estimated in 2020, followed by an emission reduction plan for the biggest contributors.
Natixis is involved in several initiatives with other financial institutions seeking to establish industry-wide methodological principles for calculating the carbon footprint of the portfolios managed by banks, insurers and asset managers (including Science Based Targets for Finance, a working group under the UNEP FI). Given the wide variety of its business lines, Natixis is particularly keen to find common principles that will ensure consistency in how it quantifies the carbon footprint of its different activities. These principles will provide a framework in which to establish detailed targets for reducing this carbon footprint.
Natixis is already highly involved in protecting the climate and in 2018 it decided to commit all its business lines to preserving biodiversity by joining the act4nature (2) initiative sponsored by the non-profit Entreprises pour l’Environnement (EpE).
Under this initiative, which initially included French firms from all business sectors, Natixis has formally undertaken to take real action to provide solutions to preserve and restore biodiversity, ensure that natural resources are used sustainably and that the benefits derived from nature are distributed fairly. The French initiative expanded in 2019 to become act4nature International.
Natixis has signed up to the ten common principles of the act4nature International initiative, which are to: Incorporate biodiversity in its corporate strategy;1.
To implement these commitments to biodiversity, Natixis has had an Assurances. Its goal is to produce real solutions to allow Natixis’ internal working group on natural capital since 2018 comprising activities to systematically measure — and mitigate if necessary — experts from its different business lines: the ESR Department, the impact of their activities on nature, to systematically integrate financing, the CIB Green Hub, representatives from the Asset biodiversity in dialog with clients in sensitive sectors, and to develop Management affiliates (Mirova, Ostrum AM, AEW), and Natixis products and services based on nature.
Natixis already incorporates an in-depth analysis of the impact on biodiversity in its project financing activities and in 2020 it will continue to step up its recognition of natural capital preservation in all its activities: In accordance with the Equator Principles, Natixis requires its clients to examine all the risks and potential impacts of their projects from an environmental, social, health and safety perspective and to take all the necessary steps to minimize and correct the potential impacts. Protecting biodiversity is an integral part of these requirements. The quality of the client’s impact studies and management systems is also taken into account when assessing the project. The assessment is generally performed by an independent consultant and it pays particular attention to the preservation of natural and critical habitats, in compliance with the regulations applicable to the project. For projects located in non-designated countries (1), additional action is required to meet the conditions set by the International Finance Corporation (2).
Mining activities to extract, recycle and transform commodities have a significant impact on natural capital and biodiversity. For this reason, Natixis works with its clients to plan, avoid, reduce and offset the impact of these activities at each stage in the investment process. For each transaction, the Energy & Natural Resources (ENR) team ensures that its clients observe the practices required in the sector (including the Equator Principles) and Natixis’ internal policies.
Natixis co-arranged a sustainable term loan for the Ghana Cocoa Board. This new $300 million loan over three years will finance production improvement programs and includes a margin adjustment mechanism based on environmental and social goals. One of the goals is the promotion of sustainable agricultural practice (training in these practices, planting of shade trees). This deal is one of the first in this sector to encourage environmentally friendly production techniques and improve farmers’ livelihoods (in particular for women and children).
In response to the depletion of natural capital and land degradation as global issues (relating to food security, human life and ecosystems), the Land Degradation Neutrality (LDN) Fund is an example of the type of innovative public-private partnerships needed to finance the SDGs. The Fund was created by the United Nations (1) and Mirova as a source of transformative capital bringing together public and private investors to fund triple bottom line (economic, social and financial) projects that contribute to Land Degradation Neutrality. The LDN Fund will invest in three crucial sectors: sustainable agriculture, sustainable forestry, and other projects such as green infrastructure or ecotourism as opportunities arise.
The LDN Fund aims to generate positive environmental and socio-economic impacts alongside financial returns. By addressing land degradation, the LDN Fund aims to deliver the following benefits: land degradation neutrality;V
After financing its first project in Peru — to provide agroforestry systems for small coffee producers — three new land restoration projects were put forward in Bhutan, Indonesia and Kenya, involving 30,000 small farmers, with the aim of restoring over 45,000 hectares of degraded land and capturing nearly 2 million tons of CO2.
and the capture of juvenile fish such incidental capture accounts for 40% of fish caught around the world.
The Thematics AM water strategy invests in companies in the water sector that are addressing the global imbalance between supply and demand for this essential resource. The fund primarily invests in listed companies whose growth is linked to protecting water resources, improving water use efficiency and developing infrastructure (drinking water supply, waste water collection and treatment, rainwater management). The fund’s assets under management amounted to $148 million at year-end 2019.
In 2019, Natixis developed a range of Water and Ocean indices that encompass the challenges and risks relating to water resources and the preservation of marine ecosystems. This methodology addresses both consumption and pollution in sectors in which these issues are material. The impact of companies’ activities is analyzed in terms of their efforts to: solve water-related problems with equipment or services;V
Several working groups have been created, including one to estimate the goodwill in buildings that are part of the circular economy, during their construction or renovation. Work has also been completed to share best practice for buildings in use and to factor reuse into Building Information Modeling (BIM).
On October 15, 2015, Natixis undertook to stop financing coal-fired power plants and thermal coal mining around the world. It also undertook to no longer provide general-purpose corporate financing to companies for which coal-fired power plants or thermal coal mines account for over 50% of their activity.
This pledge was translated into a sector policy applying to its financing, advisory, and capital markets activities and to its other products and services. It also applies to investments made by Ostrum, for all directly managed portfolios, and to Natixis Assurances, for all general-purpose funds. Both Ostrum and Natixis Assurances have stopped investing in industrial companies deriving 50% or more of their business from coal-fired power plants and/or thermal coal mining. Mirova prohibits all investments in the fossil fuel sector.
Natixis published a new, tougher coal policy on June 28, 2019, extending its exclusion criteria to all infrastructure projects (ports, railways and any other infrastructure or facility) linked to thermal coal. It also lowered the exclusion threshold, which now applies to financing or investing in companies deriving 25% or more of their business from coal-related activities (previously 50%).
The policy also applies to investment operations undertaken by Natixis, Ostrum, and Natixis Assurances.
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This commitment to protect the Arctic upholds the position already adopted by Ostrum and Mirova, which, since 2016, have headed a group of investors having signed a declaration calling for the Arctic region to be protected against oil exploration activities, and for the adherence to national commitments to combat climate change in this particularly hydrocarbon-rich area of the world.
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On November 18, 2019, the banks and other members of the Equator Principles association approved an updated version of the Principles (EP4), which will take effect on July 1, 2020. The new version extends the scope of application of the Principles and strengthens the conditions applied when assessing transactions, in particular in terms of human rights (especially the rights of indigenous communities) and physical and transition risks arising from climate risk. Initiatives have been launched to raise team awareness and organize training.
To identify, measure and monitor its corporate clients’ environmental, social and governance (ESG) risks, Natixis has built a complementary solution, named ESR Screening.
The new solution will be gradually rolled out in all regions in 2020. It will include two levels of assessment integrated with existing risk management systems.
The first level will rank clients in a risk category based on the context in which they do business, the maturity ofV their ESR risk management system, any controversies to which they may be exposed and the type of business relationship they maintain with Natixis.
The second level will perform an in-depth analysis of the most material ESG risks. The analysis will focus onV counterparties identified as being the most at risk and will most often involve direct discussions with the client.
The French law on the duty of vigilance requires Natixis to prepare, publish and implement a duty of vigilance action plan containing measures that can identify and prevent the risks of violating human rights and basic freedoms, harming the environment, and endangering occupational health and safety, that are associated with the activities conducted by Natixis as well as its subsidiaries, subcontractors and suppliers.
Launched in 2017, the duty of vigilance project is overseen by Natixis’ ESR Department and involves several other departments: Purchasing, Human Resources, Logistics, Compliance and Legal.
Several additional projects were initiated at the same time, with the aim of establishing a duty of vigilance plan for Natixis employees at its own offices, and also for its purchases of products and services. Work was also begun to expand the due diligence procedures implemented in respect of the bank’s financing activities.
As such, particular attention is paid to climatic risks : physical and transition risks (see chapter 6.4.3)
Since 2017, Natixis’ Purchasing Department has joined forces with BPCE Procurement to create an economic interest group and share thoughts and ideas on responsible purchasing: The socially responsible purchasing policy is a source of strategic and operational leverage for implementing the BPCE and Natixis ESR policy. The main objective of the policy is to promote more eco-friendly products and services that provide guarantees and added value at the social and societal levels.
Broader objectives are also pursued through this policy: assessing Natixis’ suppliers using social and environmentalV responsibility criteria related to their products, services or industries; promoting official environmental certifications and eco-designedV products; encouraging suppliers to be more transparent in describing theV environmental characteristics of their products.
In 2017, Natixis participated in a joint initiative involving several French Banking and Insurance companies and signed the Responsible Purchasing Charter. The aim of the charter is to encourage the suppliers of the signatory banks to implement duty of vigilance measures as part of their overall ESR approach. The charter sets a series of commitments that both parties are required to observe, based largely on the basic principles of the United Nations Global Compact in the areas of human rights, labor, the environment and anti-corruption (1).
Regarding the enforcement of the duty of vigilance law, Natixis and BPCE Procurement took part in a concerted effort in the banking and insurance sector to map out ESR risks in purchasing activities, involving three other banking groups. The map, which was delivered in June 2018, enables the following risks to be measured by country and by category of purchase: Fair practices and ethics Fraud and corruption
It maps out risks by drawing on the expertise of the chosen supplier for each purchasing category, in addition to statistics on each country, in accordance with recognized standards.
BPCE Procurement has provided training to familiarize the procurement and ESR functions with the system, in the form of morning procurement meetings, classroom-based lessons and specific duty of vigilance e-learning courses.
46% of relevant procurement categories are currently beingV assessed; 100% of BPCE Procurement buyers responsible for theseV procurement categories have received training.
Internationally, the mapping carried out by the Natixis Human Resources Department shows that the working conditions of Natixis employees comply with local regulations or improve them, in particular in terms of working hours and dismissal conditions.
With regard to salaries, beyond compliance with regulatory minima, each entity participates each year in a targeted salary survey on financial services in order to allow the various trades to adapt their remuneration policy and verify their competitiveness.
The international security roadmap has been approved by the Natixis Chief Operating Officer and will be presented to all offices in 2020 in order to establish priorities with the Heads of each office.
In addition, the ESR Department is working with the business lines and the Compliance and Risk Departments to implement a solution to identify, assess, and monitor its corporate clients’ environmental, social and governance (ESG) risks. The new solution will be integrated with the client onboarding and loan approval processes and will be gradually rolled out across all regions in 2020 (see Chapter 6.4.1).
The whistleblowing system forms an integral part of Natixis’ Code of Conduct and is based on a company-wide policy which sets the minimum standard to be applied throughout Natixis group. In July 2018, Natixis S.A. published an updated version of its existing whistleblowing system to reflect the latest regulatory changes. The whistleblowing system is available to any person holding an employment contract with Natixis, as well as to employees of external service providers or subcontractors (see Chapter 6.2.5).
The environment and climate emergency is one of the biggest challenges facing the world’s economies and every one of us.
The world’s leading scientists contributing to the Intergovernmental Panel on Climate Change (IPCC) have warned there is only 10 years left to limit global warming to 1,5 ° C and avoid catastrophic environmental (see the IPCC 2018 report
The financial sector can and must spearhead the ecological transition by channeling funds into a sustainable economy. As a provider of financial solutions, Natixis has a role to play in this movement.
In 2018, Natixis joined the UN Environment Program Finance Initiative (UNEP-FI) to address climate risks alongside 16 international banks. Their aim is to meet the challenges of implementing some of the recommendations made by the Task Force on Climate-Related Financial Disclosure (TCFD) by establishing a joint methodology for conducting stress tests on climate change-related risks (physical and transition risks).
Natixis was invited to present its system for analyzing transition risk in its financing activities by the NGFS (Network for Greening the Financial System), which includes 45 central banks and banking sector supervisors.
Transition risks arise when a company’s business model needs to be adapted to a low carbon economy be it due to the introduction of stricter carbon regulations, a change in customer behavior, or technological innovation. These changing market conditions can give rise to stranded assets or a significant loss in revenue, thereby exacerbating the Company’s credit risk.
In addition, training for the roll-out of the GWF also raised awareness among business line and risk management teams on the key concepts of climate risk analysis (materiality and intensity of climate risks, life-cycle analysis, supply chain analysis, associated reputation risk).
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Climate change increases the frequency and/or intensity of extreme weather events such as hurricanes, storms, droughts, and flooding.
This project seeks to co-design and co-produce tools, in conjunction with financial institutions, to facilitate the inclusion of physical climate change risks in decision-making processes. The methods and tools developed will subsequently be made public to ensure they are approved by as many institutions as possible. An initial simulation on a portfolio of real estate loans was performed at the end of 2019.
Several activities such as the insurance and real estate financing business lines, in partnership with the ESR Department, met with localized climate data providers to discuss solutions for measuring physical risks for specific portfolios.
Natixis believes it has a responsibility to actively combat climate change and has developed a proactive strategy aimed at reducing its direct and indirect impacts on the environment resulting from its financing and investment activities.
Green Weighting Factor: To step up its transition to green finance, Natixis is developing a tool to gradually bring its financing activities into line with the Paris Agreement goals for the climate.
Green growth financing: Natixis is a major player in renewable energy and sustainable infrastructure financing, and in green bonds.
Investment products helping to combat climate change: Natixis Investment Managers also finances renewable energy via the investment funds proposed by its affiliates.
For the purpose of managing its buildings and offices, Natixis has chosen to occupy buildings whose design and operation guarantee optimal environmental performance. The bank has 9 certified buildings (HQE (1), BBC (2), HPE (3) or BREEAM (4) certifications), covering a total surface area of 67,484 m2.
Abroad, Natixis also occupies environmentally-certified offices. Building 1251, its New York head office, which houses most of its employees, obtained the LEED gold level environmental certification for its design and construction. It has also improved its Energy Star score from 69 to 76.
French standard in accordance with ISO 14001:2004.(5) BEAM: Building Environmental Assessment Method.(6)
HQE: French “high environmental quality” standard.(1) BBC: French “low energy building” standard.(2) HPE: French “high energy efficiency” standard.(3) BREEAM: Building Research Establishment Environmental Assessment Method.(4) French standard in accordance with ISO 14001:2004.(5) BEAM: Building Environmental Assessment Method.(6) LEED: Leader in Energy and Environmental Design.(7)
Energy consumption: electricity, heating and cooling of office buildings (in MWh) 39,345 56,022 55,806
Energy consumption per m2 of usable rented office space (in MWh) 0,16 0.18 0.19
In 2019, energy consumption fell significantly, notably due to the change in scope (transfer of subsidiaries from the SFS pole to BPCE). Reported at the workplace, we observe a 15% drop in energy consumption between 2018 and 2019.
The building entered into the competition by Natixis is located in the 13th district of Paris. It has a surface area of 22,402 m2, is used by 1,700 employees, and is home to the bank’s trading floors. The competition involved the ESR, Logistics, IT, and Communications Departments and the building’s occupants, with a goal of reducing energy consumption by 10% over the year.
This goal was more than met, with energy savings of 20% over one year, earning Natixis two medals — gold for energy savings (buildings > 13,000 m2 category) and silver for communications.
Several international platforms implemented actions to improve the efficiency of their buildings: lighting: use of motion sensors (Frankfurt, Kazakhstan, Milan),V re-lamping with LEDs or energy saving light bulbs (Frankfurt, Istanbul, Kazakhstan, Moscow), automatic switch-off (Madrid, Milan); air conditioning and ventilation systems optimization (Moscow,V Kazakhstan).
Abroad, the Natixis office in Kazakhstan, along with the other 47 residents of the Kulan Business Center building, participated in a pilot project to produce renewable energy on site: the installation of solar panels on the roof of the building parking lot.
Practically all paper used by Natixis (99%) is sustainable forest management-certified (FSC certification) (1).
Carbon footprint (in metric tons of CO2 equivalent) 2019 2018 2017
The 2019 carbon footprint is down due to several factors: A review of the scope: the SFS subsidiaries transferred in 2019 toV BPCE are no longer taken into account in the calculation of Natixis carbon footprint; Changes in calculation methodology : exclusion of IT equipmentV already depreciated in accounting; A reduction in energy consumption (see chapter 6.5.2) V
A reduction in the impact of travel : taking into account theV teleworking and decrease in business travel by car and plane; A significant reduction in GHG emissions linked to office IT fixedV assets: In addition to the methodological change to exclude IT equipment already depreciated in accounting, there are 3 improvement vectors: the replacement of desktop computers with laptops facilitatesV mobility and remote working while reducing energy consumption and greenhouse gas emissions; the rationalization of printers has reduced the number of printersV by 33% since 2017; the roll-out of VoIP internet calling systems and theV decommissioning of over 28,000 physical telephones reduced telecommunications carbon emissions by 69% in 2019.
In addition to this measure of Natixis’ direct carbon footprint, initiatives have been undertaken to address material sources of carbon emissions in the conduct of Natixis’ business, predominantly through the use of financial products offered to its clients: an assessment of the environmental impact of investment vehicles offered by Natixis was performed in certain business lines (see Chapter 6.3.2.6).
Natixis is taking action to reduce the waste it generates. Having of pollution. It started by taking stock of the type and quantity lowered the quantity of paper it consumes, Natixis has begun efforts of disposable cups used. In France, until 2018, Natixis consumed to reduce the use of disposable cups, which are a major source and disposed of more than 3.5 million plastic cups every year.
Some subsidiaries led the way in this area: Dubai, London, New York and the Natixis Interépargne sites in Caen and Charenton had already stopped using disposal cups.
Natixis’ waste-sorting activities are conducted as follows: sorting and recycling of paper, plastic (bottles, cups) and metalV (cans): collection points are installed in offices to replace individual trash cans and are systematically installed in new buildings; collection and special disposal of used ink cartridges, batteries andV fluorescent and neon tubes; sorting and recycling of plastic pens.V
The recycling of office furniture and carpets is also gaining ground, in particular since Natixis joined the Circolab non-profit in 2019, which promotes the circular economy in the construction and real estate sector.
Abroad, Natixis’ offices in New York have aligned themselves with the approach by installing collection systems for this type of capsule.
During European Week for Waste Reduction, Natixis employees were shown around the sorting centers run by Paprec, the company in charge of collecting waste for Natixis, giving them greater insight into the sorting and recycling process for collected waste.
Zero waste awareness campaigns were organized with a conference hosted by the Zero Waste France non-profit, and practical workshops on producing zero waste on a daily basis held by an employee committed to this movement.
revised since 2018: in the event of a peak in pollution involving restrictions on car usage, additional telecommuting days are granted, as are work-from-home authorizations for employees with the means to work remotely. The use of teleconferencing and videoconferencing has been rising steadily, notably with the roll-out of Easy workstations.
Facilitating telecommuting and remote working to reduce business travel: Telecommuting is being rolled out gradually. As of the end of 2019, 5,478 members of staff telecommute, representing 54% of the Natixis scope in France. The telecommuting agreement has been
Since 2011, Natixis’ business travel and expenses policy has set out rules ensuring the safety and comfort of employees during business trips, while contributing to the policy of optimizing costs and managing the environmental impact of these trips. This policy applies to Natixis and its subsidiaries, excluding Financial investments in France. The subsidiaries and branches abroad establish travel rules that are consistent with the Group’s Worldwide Travel policy.
Following an initial review in the Green IT report organized by WWF France and the Green IT Club, Natixis decided to implement a structured Digital Sustainability policy with announced aims, dedicated governance and a comprehensive action plan.
By signing this charter on June 4, 2019, Natixis confirmed its commitment to digital sustainability within its organization, with five fundamental principles: to optimize digital tools to limit their impact and consumption;V
This first pillar of the digital sustainability policy aims to reduce the impact of digital with more responsible purchasing, optimized life cycles for IT equipment and reduced energy consumption.
Managing and containing growth in Natixis’ stock of IT equipment has been one of the key challenges facing the Infrastructures Department in recent years. This has meant focusing on reducing the number of devices in stock and using equipment to its full potential. The use of technology such as virtual servers, resource overallocation and data compression means that infrastructure growth can now be absorbed without significantly increasing the number of devices required. The number of applications used by the bank has increased 2.5-fold since 2015, while the quantity of data center equipment has shrunk by 5%.
Since 2019, all Natixis employees can track their printouts and the associated greenhouse gas emissions. Other indicators regarding e-mail use, business travel and energy use will soon be added to raise employees’ awareness of the environmental impact of their professional activity.
In June 2018, Natixis inaugurated the first shared kitchen garden run by its employees on a patio of one of its Parisian buildings. The kitchen garden was designed to take a circular, sustainable approach by using some of the biodegradable waste generated by the adjacent company canteen to make compost, planting organic plants, and excluding agrochemicals. Gardening workshops allow novices to learn new skills so that they can manage the garden, which improves employees’ quality of life at work and urban biodiversity in the neighborhood.
In Frankfurt, for the past several years, Natixis has financed the planting of an orchard near the city which is home to many animals and plants. The fruit grown in the orchard feeds birds, insects and endangered wild bees, helping to preserve biodiversity in the region.
Natixis is a unique company, enhanced by the richness of its identity and history. It owes its success to the commitment of its people and to the long-standing trust of its clients.
In a profoundly changing environment (be they regulatory, digital, competitive, or societal), the aim of Natixis’ HR policy is to support the company’s transformation by offering solutions to ensure the
For the fourth year in a row, Natixis submitted its main HR processes and policies for assessment by the Top Employers Institute. The excellence of Natixis’ working conditions and its Human Resources environment were certified by a single method of analysis used around the world.
According to Glassdoor, and based on open reviews submitted to the platform, in 2019 Natixis was one of the 20 French companies offering the best work-life balance. The ranking takes into account employees’ perception of Natixis’ Work & Life program.
The Natixis Worldwide scope covers all of Natixis and its subsidiaries(1) around the world, including Financial investments and entities within the accounting consolidation scope (Coface, Fimipar, Natixis Algérie).
(a) Including transfers of the activities outside the managed scope. The conversion of fixed-term employment contracts to permanent employment contract are included under both new hires (permanent employment contracts) and departures (fixed-term employment contracts).
Part-time workers as a % of headcount (a) 10.1 10.6 11.1 3.8 5.3 5.7 0.1 0.5 6.0 0.1 0.1 0.2 8.3 9.2 9.8
Collective negotiations held in recent years in the Natixis France scope reflect a determination to gradually establish a Group-wide employment framework.
Amendment No. 1 to the NI profit-sharing agreement of June 27, 2018 28/06/2019
Under the collective bargaining agreement, Natixis formally defined an SWP mechanism aimed at anticipating the bank’s changing needs in terms of workforce roles and skills to further its development.
In 2019, an awareness campaign as well as specific training dedicated to key staff involved in the change-management process (the Leadership Circles, HR managers, project managers, etc.) were developed. Of note was the Change Leaders program which provides specific training for leaders and the human resources teams that support them.
This move to simplify the organizational structure aims to make the Company more agile and empower its employees, to facilitate decision-making and to foster initiative and innovation. It has been accompanied by efforts to promote the view that leadership is no longer reserved for management.
The simplified organizational structure was deployed in 2019 throughout the Natixis-managed scope.
Designed to simplify work on a daily basis and to facilitate cooperation among teams and job mobility, the Easy program is a collection of initiatives launched in 2017 such as the testing of new workspace arrangements and deployment of new tools to promote more interactive, collaborative and agile working methods. The program continued in 2019, with more than 77% of staff being issued laptops, training sessions on new collaborative working tools, and the provision of new workspaces, known as “Workplaces” for over 3,500 staff, allowing more interactive, collaborative and agile working methods. The Easy program is underpinned by a network of more than 400 correspondents — Easy Pilots — who have been specifically trained in digital tools and facilitate the development of new working habits on a daily basis.
As Natixis continues its international expansion, a support program has been implemented to help employees make the cultural adjustment. The program includes a variety of initiatives, such as: the development of international Short-Term Assignments (STAs)V with the aim of sharing practices among employees and developing their intercultural skills. Over 39 STAs have been conducted in 2019, of which 10 were still in progress at the implementation of a vast English program to promote EnglishV as a working language, with initiatives and training tailored to the employee’s needs; training programs to promote interculturalism among teams.V
The international internal transfer policy remains applicable to Natixis as a whole.
The compensation policy strictly complies with regulations in Natixis’ countries and sectors of operation, including CRD IV, the French law on the separation and regulation of banking activities, Volcker, AIFMD, UCITS V, MiFID II and Solvency.
The compensation policy also incorporates the fundamental objectives pursued by Natixis in terms of equality in the workplace and non-discrimination. To this end, in its latest agreement on gender equality in the workplace, Natixis S.A. renewed its commitments to equal pay between men and women and launched new measures to improve efforts to decrease the wage gap between men and women.
Natixis also places great importance on the compensation of senior and junior employees.
Information on the compensation policy, especially for employee categories whose professional activities have a significant impact on Natixis’ risk profile, is set out in the annual report on compensation policies and practices published each year before the General Shareholders’ Meeting.
Average gross employer contribution paid in respect of the Company savings plan and the collective pension plan (PERCO) (in thousands of euros) 3.3(c) 3.4 3.2
N.B. Total payroll costs (wages and salaries, profit-sharing and incentive schemes) are also reported in Chapter 7.6 “Operating expenses”
Employee Opinion survey employees’ life-work balance (75%). Employees’ perception of the impact of new working environments and digital on efficiency hasNatixis allows all its employees to complete an internal survey every improved sharply (72%).two years. This survey measures employee engagement and the impact of HR policies, identifies areas for improvement in the Company as a whole and in each entity, and gives rise to action plans. Over 12,000 members of staff completed the survey in October 2018, a record participation rate of 77%. The employee engagement rate remains high (69%) as does pride in being part of Natixis (79%). There is a high level of satisfaction in terms of
Natixis organizes regular events to allow all members of staff to express their opinions through idea-sharing challenges in various areas such as data or quality of life in the workplace.
Natixis continued rolling out its telecommuting program in France, with more than 5,000 telecommuters at end-December 2018, or 54.4% of Natixis employees in France. A new agreement signed in 2018 renewed most of the existing terms while relaxing eligibility rules and the terms of application. There was a 100% satisfaction rate among participating employees both in terms of their well-being and their performance. More than 96% of managers have provided very positive feedback on the telecommuting system.
Natixis also signed the Cancer@work charter, undertaking to provide better support to employees suffering from cancer or a chronic illness. In 2019, Natixis took part in the associations events, including a "job dating" event aimed at candidates looking to return to the working world.
Severity of workplace accidents (b) (number of days of incapacity per thousand hours worked) 0.13 0.23 0.17
Absenteeism due to illness (including for occupational illnesses) (c) (as a %) 2.9 3.0 3.0
Frequency rate: (number of accidents with leave/hours worked) x 1,000,000, source INSEE.(a) Severity rate: (number of days lost due to temporary incapacity/hours worked) x 1,000, source INSEE.(b) It is not possible to isolate days of sick leave related to occupational illness.(c)
Within the scope of Natixis S.A., an agreement calls for the implementation of concrete initiatives centered on six priorities: hiring and employment, compensation and equal pay, career development and promotions, professional training, work-life balance and parenting, and communication and raising awareness. Further collective agreements and action plans on this topic are in force in other companies within the scope of Natixis France. The commitments made under these agreements are reviewed every year by dedicated equity committees.
In addition, in 2019 Natixis was part of the publication of a wage equality index between men and women that involve eight of its companies in France. The index is composed of five indicators that give a score out of 100. Every year, a legal entity uses the index to measure equality in the workplace between men and women: gaps in wages, individual salary increases and promotions, the percentage of women who receive an increase after maternity leave, the number of employees of an under-represented sex among the 10 highest-paid positions. 75% of Natixis’ indexes were above 75% — the threshold from which corrective action is required.
In March 2019, Natixis also attended two conferences on the topic of Women in Finance at Dauphine University and Skema Business School in order to promote jobs among female students.
Since 2018, Natixis has been part of Marie-Claire magazine think tank on quality, in association with Connecting Leaders Club, which brings together well-known leaders in business, media and culture.
Natixis’ senior management supports the Women in Natixis Network (Winn), which promotes equality in management at Natixis in France and internationally (Algeria, Americas, Dubai, London, Milan and Madrid), and coordinates a network on different aspects of personal and professional development. This organization is sponsored by François Riahi, Chief Executive Officer of Natixis. Since 2018, Winn opened to men who can now participate in events and actively support the promotion of gender equality at Natixis. In 2019, there were 1,078 participants globally, including 278 men.
In the US, a dedicated support program called Debut 2.0 was created to help women has they return to the workplace after a long period of absence. In 2019, six women benefited from the program.
% of women in the workforce 49.7 52.1 51.4 32.6 32.6 35.1 34.1 33.6 32.9 46.1 44.8 43.2 46.6 49.3 49.1
% of women in the extended leadership circle (Purple Leaders) 29.6 29.4 29.2
% of women in the leadership circle (Global Leaders) 26.9 26.3 24.5
% of women on the Senior Management Committee 30.0 27.0 9.1
Percentage of women among employees granted individual pay increases 57.5 58.9 55.7
Percentage of women among employees who received training 49.5 51.1 51.6
The average age of Natixis employees in France in 2019 was 44.
Natixis recruited more than 500 work-study participants, 400 interns (as part of excluding short-term introductory work placements) and 80 international corporate volunteers in 2019.
The direct ratio is the ratio of disabled workers to all staff.(a) The overall ratio includes service contracts with disability-friendly companies.(b)
The training policy aims to meet the challenges arising from the transformation of business activities and skills and new ways of working by creating conditions that foster ongoing learning. This policy maintains employee value on the job market.
It has five major priorities: developing the skills needed to accompany the business lines’V transformation and maintain the employability of staff in sensitive positions; meeting the challenges of the digital transformation and newV ways of working; developing leadership and supporting changes in management toV boost employee engagement; enhancing English language skills to further the Company’sV international growth; facilitating employee mobility.V
Access to MOON, a training platform for learning more aboutV Natixis (its history, businesses, subsidiaries, strategic plan, staff support), in the form of a modular MOOC that includes videos, documents and quizzes; Access to Vodeclic, a training platform for desktop software andV collaborative tools, featuring tutorials on hundreds of software, training drills, knowledge tests, and the possibility of building one's own customized progam; Access to Think Digital, a platform for acquiring a digital cultureV through a range of diverse courses (on data, blockchain, design thinking, or personal efficiency) in short formats (videos, quizzes, etc.), certifications, and a fun battle game for trainees to challenge one another; Access to mobile applications, such as English Pocket (to work onV one's English by theme in workplace or team-work scenarios), or the application Projet Voltaire (to test one's spelling and revise the basics of the French language in a fun way); Boost Your Project. It includes a customized framework based on an individual self-assessment, as well as a specific methodology (classroom training, workshops, videos). Most importantly, participants join a community of project managers to share their experiences and best practices.
In terms of awareness-raising, in 2019 Natixis organized the Learning Days to showcase the diversity of training opportunities available to staff, and highlight how important it is to learn every day. A week of talks, workshops, games, interviews, videos and challenges were enjoyed by over 2,000 participants.
To foster a culture of learning, throughout the year Natixis' employees have access to Learning Labs in the form of workshops on tools for building MOOCs and making and editing videos. Over 90 employees took part in these workshops in 2019.
Natixis deploys a structured Talent Management system across all of its entities, which makes it possible to anticipate successions and contribute to the individual development plans of each employee, particularly through people reviews and career Committees. In 2019, this system was used to establish or update all succession plans for Executive Committee members and the majority of Natixis Global Leaders (inner leadership circle).
In addition, the Natixis Purple Academy, an internal leadership development academy, offers a variety of educational programs aimed at supporting Natixis’ transformation, facilitating the deployment of the leadership model, and accelerating the development of leaders and talents.
In 2019, 66% of employees had an individual development interview and more than 90% of employees received an annual appraisal during the 2019-2020 campaign.
Internal transfers is a contributing factor to the company’s performance and forms the core of Natixis’ career management system.
Employees also have access to an intranet platform called My Purple Career that is dedicated to internal transfers. It offers rich content on career management and development (information on various jobs, advice, personal accounts, etc.). In 2019, almost half of the positions in the France scope are made available by internal transfers.
Job openings filled through internal transfers (in %) 46.3 55.7 58.9 8.7 7.7 14.2 15.7 55.8 51.5 15.7 15.5 13.0 36.8 47.4 49.9
Internal transfers between divisions (in %) 11.3 13.5 10.8 16.1 3.6 7.1 15.8 2.3 0.7 4.5 11.1 - 11.4 11.8 9.4
Boosted by its employees’ engagement, Natixis supports many projects to reduce inequality, combat disease or poverty and facilitate social integration for vulnerable individuals.
For the tenth year running, Natixis entered a team into the Course du Cœur charity road race to support the Transform association in its public awareness campaign on organ donation. Staff and their families also turned out in large numbers for the Odyssea race in support of breast cancer research and for the Financial Community Telethon. Natixis fully matched employees’ registration fees for the Odyssea race to fund cancer research by the Gustave Roussy center and those paid to AFM for the Telethon.
Since 2013, Natixis has allowed its employees to take humanitarian leave (Congé Solidaire®) to support the non-profit association Planète Urgence. Natixis funds the mission preparation, travel and logistics expenses. In 2019, 22 missions were completed for the
Natixis Assurances allows its members of staff a day’s leave each year so that they can do volunteer work with non-profit associations. In 2019, 195 volunteer missions were organized in various areas (helping in charity shops, accompanying underprivileged children on a day trip to the beach, installation of temporary cinemas in children’s hospitals, etc.). A total of 784 missions have been carried out with associations since 2014.
In 2019, Natixis and its subsidiaries organized several collections of items to be donated to charity, including books (for Adiflor and Bibliothèques Sans Frontières), work clothes (for La Cravate Solidaire) and toys (for Secours Populaire and Rejoué). A Christmas market in aid of Secours Populaire was also held in various Natixis’ offices.
As part of its ESR policy, in December 2019 Natixis launched a simple, innovative and participatory payroll giving scheme. In partnership with MicroDON, the scheme allows Natixis employees in France to donate to one of five charities by making a monthly micro-payment (from a few cents to several euros) which is taken straight from their pay. Natixis matches all donations with a 100% top-up.
Many charities are supported in London, including Future FrontiersV and SOS Villages d’Enfants, which provide funds and daily support to families living in poverty. Staff also took part in various initiatives and events such as the planting of trees and a race in support of diversity.
In Moscow, Natixis funded a charity helping abandoned children inV Russia and organized a collection of gifts for elderly people living in retirement homes to mark the new year.
494 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019 the charities Dream, Publicolor and Mercy First, which supportV and help young people and their families in disadvantaged neighborhoods.
Table of reporting on Natixis’ main commitments 495NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Table of reporting on Natixis’ main 6.7 commitments 2019 Non-financial performance report
6.2.1 The Natixis Code of Conduct 1, 2, 10 1-17 6.3.1 Sustainable growth: financing the transformation in society 1-17 6.3.1.1 A growing number of Natixis’ Asset Management companies observe the Principles for Responsible Investment (PRI)
ESR reporting in 2019 is based on the requirements of the non-financial performance report.
The managed scope covers all of Natixis and its subsidiaries (1) around the world whose HR information systems contain data on employees by name. The HR indicators used for the ESR approach pertain to staff under contract. This scope excludes Financial investments. The list of entities in this scope is presented below.
Outside France, the inclusion of entities depends on the relevance of indicators with respect to social and environmental regulations and their ability to integrate monitoring tools or deliver information.
The following changes in scope took place in 2019 : In the Natixis Worldwide scope:V
Specialized Financial Services: sale of the businesses toV Groupe BPCE on April 1, 2019 (2,611 employees), excluding Natixis Coficiné and Média Consulting & Investment, transferred to the Corporate & Investment Banking division. SFS is therefore excluded from the scope, without prorata calculation for the indicators.
Corporate & Investment Banking: the Mergers & AcquisitionsV business acquired a new company: Azure Capital Limited (Australia) — 30 employees.
in France, creation of two entities (Natixis InvestmentV Managers P1 and Thematics Asset Management — 8 employees).
internally, transfer of Coficiné and MCI from the SpecializedV Financial Services division: 41 employees.
integration into the managed scope of part of the workforce ofV Natixis Investment Managers International LLC — 224 employees.
Departures include external departures of employees with permanent employment contracts or fixed-term employment contracts and transfers to Groupe BPCE, and conversions from fixed-term employment contracts to permanent employment contracts.
Some indicators required in the non-financial performance report are not included as they are considered to be immaterial given the nature of Natixis’ operations: actions against food waste;V
Report by one of the Statutory Auditors on the Consolidated Non-Financial Performance Report contained in the management report 499NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
In our capacity as Statutory Auditor of Natixis S.A., we hereby present our report on the consolidated non-financial performance report for the year ended December 31, 2019 (hereafter referred to as the “Report”), as presented in the management report, and on a voluntary basis, in accordance with the legal and regulatory provisions of Articles L. 225 102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).
The Board of Directors decided to prepare a Report in accordance with legal and regulatory requirements, including a presentation of the company’s business model, a description of its main non-financial risks, a presentation of the policies applied with regard to these risks, and the results of these policies, including key performance indicators. The Report was prepared according to the company’s procedures (hereafter referred to as “the Standard”), the material components of which are presented in the Report and available on the website or from the company’s registered office on request.
On the basis of our work, our responsibility is to provide a reasoned opinion and to express a conclusion of limited assurance on: the compliance of the Report with the requirements of ArticleV R. 225-105 of the French Commercial Code; the sincerity of the information provided in accordance withV paragraph 3 of sections I and II of Article R. 225-105 of the French Commercial Code, namely the results of the policies, including the key performance indicators and the actions taken in respect of the main risks, hereafter referred to as the “Information”.
However, it is not our responsibility to express an opinion on the company’s compliance with other applicable legal and regulatory provisions, particularly with regard to the duty of due diligence, anti-corruption measures and taxation, or on the compliance of products and services with the applicable regulations.
We assessed the appropriate nature of the Standard in termsV of its relevance, completeness, reliability, objectivity, and comprehensible nature, taking best practices in the sector into consideration, where applicable.
We verified that the Report includes each category of informationV required under section III of Article L. 225-102-1 regarding social and environmental risks and respect for human rights, and the fight against corruption and tax evasion.
We verified that the Report includes the information provided for inV section II of Article R. 225-105, where relevant in terms of the main risks, and includes, where appropriate, an explanation of the reasons for the absence of information required under paragraph 2 of section III of Article L. 225-102-1.
We verified that the Report describes the company’s businessV model and a description of the main risks arising from the activities of all entities included in the scope of consolidation, including, where relevant and reasonable, the risks created by its business relationships, its products and services and its policies, actions and results, including key performance indicators.
�Selected qualitative information: the fight against tax evasion; number of ESG risk reviews; voting and engagement policy; review of the measurement of the portfolio’s carbon (1) footprint and/or climate trajectory; review of the roll-out of the Green Weighting Factor.
We assessed the overall consistency of the Report based on ourV knowledge of all the companies included within the scope of consolidation.
We believe that the work we performed while exercising ourV professional judgment allows us to express a conclusion of limited assurance; a higher level of assurance would have required more extensive work.
To assist us in our work, we called upon our experts sustainable development and corporate social responsibility experts. We conducted around 10 interviews with the people responsible for preparing the Report.
Form and transfer of shares 7.1.3 (Chapter II, Article 4 of the bylaws) 503 Securities not conferring rights 7.1.4 to the share capital 503
Changes in the shareholder base 7.2.3 over the past three years 505
Natural or legal persons exercising 7.2.4 or potentially exercising control over Natixis 505
Shares issued in respect of the capital increase reserved for employees 11,982,805 19,172,488 40,765,502.61
Form and transfer of shares 7.1.3 (Chapter II, Article 4 of the bylaws)
On November 25, 1985, Banque Française du Commerce Extérieur, Natixis' predecessor, issued 140,000 non-voting shares with a par value of FRF 5,000 (€762.25). The coupon is payable annually on November 25. Redemptions are at the initiative of the borrower.
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
At December 31, 2019, Natixis’ main shareholders were as follows: % capital % voting rights
* Of which 1.10% held through capital increases reserved for employees. 0.74% held outside of employee savings plans by employees and former employees. 0.95% held under the BPCE Actions Natixis employee share ownership plan, including holders of Groupe BPCE shares.
The table below shows the number and the percentage of shares held as treasury shares at December 31, 2019.
As far as Natixis is aware, at this date no shareholders, other than those listed in the above table, owned more than 5% of share capital or voting rights.
Amount used 28/05/2019 25 To award bonus shares to employees and corporate officers of the Company and related companies, without preferential subscription rights 2.5%/0.1% (b) of share capital 37 months None None 28/05/2019 26 To reduce share capital by canceling treasury shares 10% of the shares constituting the Company's share capital 26 months None None 28/05/2019 27 To increase share capital through the issue of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, with preferential subscription rights maintained €1.5bn (a) 26 months None None 28/05/2019 28 To increase share capital through the issue, by public offer, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights €500m (a) (c) 26 months None None 28/05/2019 29 To increase share capital through the issue, by an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights €500m (a) (d) 26 months None None 28/05/2019 30 To issue shares and/or securities providing access to the Company’s share capital or entitling holders to the allotment of debt securities as remuneration for contributions in kind involving capital stock or securities giving access to capital, without preferential subscription rights 10% of share capital (d) 26 months None None 28/05/2019 31 To carry out a capital increase through the capitalization of reserves, retained earnings, share premiums or other items €1.5bn (a) (c) 26 months None None 28/05/2019 32 To increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights 15% of initial issue (e) 26 months None None 28/05/2019 33 To increase share capital through the issue of shares or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members €50m (a) (c) 26 months None None
Overall par value ceiling.(a) For executive corporate officers.(b) Amount deducted from the overall ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion).(c) Amount deducted from the overall ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion) and the ceiling decided in (d) resolution No. 28 of said General Shareholders’ Meeting (€500 million). The issue of shares may not exceed the limits specified by the applicable legislation at the date of the issue (currently 20% of share capital per year). Amount deducted from the ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion). For each issue, ceiling equal to (e) the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue).
By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors of Natixis decided at its July 28, 2016 meeting to award 151,283 bonus shares to the members of the Natixis Senior Management Committee, including 47,463 shares awarded to the Chief Executive Officer of Natixis. These shares will vest at the end of a vesting period that runs until July 27, 2020, inclusive, provided that a continued service requirement and performance conditions are met.
By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board of Directors of Natixis decided at its April 10, 2017 meeting to award 3,012,307 bonus shares to the recipients designated by the Board of Directors. One tranche of these shares vested on March 1, 2019, and another tranche will vest on March 1, 2020, provided that a continued service requirement and/or performance conditions are met (systematic performance conditions applicable to “regulated” categories of staff).
By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board of Directors of Natixis decided at its April 13, 2018 meeting to award 3,389,678 bonus shares to the recipients designated by the Board of Directors, including 84,775 shares awarded to the Chief Executive Officer of Natixis. The shares will vest in tranches on March 1, 2020, March 1, 2021, April 12, 2021 and April 12, 2023, provided that a continued service requirement and performance conditions are met.
By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors of Natixis decided at its May 28, 2019 meeting to award 31,708 bonus shares to François Riahi, the Chief Executive Officer of Natixis, and 73,420 bonus shares to the members of the Natixis Senior Management Committee (excluding the Chief Executive Officer). These shares will vest at the end of a vesting period that runs until May 27, 2023, inclusive, provided that a continued service requirement and performance conditions are met.
By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board of Directors decided at its July 28, 2016 meeting to award a total of 3,081,642 bonus shares to certain employees of the Company and its subsidiaries in respect of the 2016 Plan. The vesting period for the last tranche of this award expired on March 1, 2019.
By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board of Directors decided at its April 10, 2017 meeting to award 3,012,307 shares to certain employees of the Company and its subsidiaries in respect of the 2017 Plan. The vesting period for the first tranche of this award also expired on March 1, 2019.
The Mauve plan is reserved for employees of companies included in the scope determined by the Board of Directors, which comprises Natixis S.A. and the subsidiaries and branches of its Asset & Wealth Management, Corporate & Investment Banking, Insurance and Specialized Financial Services divisions (excluding Financial Investments), who are enrolled in the Natixis Employee Savings Plan and in the Natixis International Employee Savings Plan. The scheme is also available to the retirees and pre-retirees of the companies included in this scope.
In order to align the interests of Natixis employees with the growth and earnings of Natixis over the long term, the Board of Directors of Natixis agreed to use the authorization granted by the General Shareholders’ Meeting to carry out a capital increase reserved for the employees of Natixis, without their preferential subscription right under the Mauve employee share ownership plan, for the years 2013 to 2016 inclusive and again in 2018.
In a resolution dated May 28, 2019, the Combined General Shareholders’ Meeting renewed the authorization granted to the Board of Directors to decide whether to increase share capital, in one or more stages, up to a maximum of fifty (50) million euros, through the issue of shares or securities giving access to share capital reserved for members of employee savings plans. It also established that the delegation of authority to issue shares would remain valid for a period of 26 months from the date of said Meeting,
Natixis’ Board of Directors did not use this delegation of authority in 2019.
Article L.225-37-5 of the French Commercial Code requires companies whose securities are admitted for trading on a regulated market to disclose and explain certain information, where said information may have an impact in the event of a public offer.
KN FP Equity 31/12/18 31/01/19 28/02/19 31/03/19 30/04/19 31/05/19 30/06/19 31/07/19 31/08/19 30/09/19 31/10/19 30/11/19 31/12/19 31/01/20
Reminder: Natixis shares began trading ex-dividend on May 31, 2019, with a dividend of €0.78 per share.
The individual shareholder relations and communication platform provided by Natixis has three main access points: a toll-free number (from a landline in France: 0 800 41 41 41) whichV shareholders can use to speak to an information officer, available Monday to Friday from 9:00 a.m. to 6:00 p.m. The interactive voice response system provides information on the share price, the Company’s financial calendar, the latest results and Shareholders’ Club events; a dedicated e-mail address for all shareholders’ questionsV (actionnaires@natixis.com) and a dedicated e-mail address for the Shareholders’ Club (clubactionnaires@natixis.com) managed directly by the Individual Shareholder Relations team; a website (www.natixis.com) that provides comprehensiveV information on Natixis. In the “Investors & Shareholders” section, visitors can view or download press releases, key figures, Natixis’ calendar and financial news, while the “Shareholder Corner” section contains extensive editorial content and documents for individual shareholders. It also allows you to subscribe to email alerts.
In 2019, the Committee members met with both Natixis ChiefV Executive Officer François Riahi and Natixis Chief Financial Officer Nathalie Bricker. An important topic of discussion was the General Shareholders’ Meetings of 2019 and 2020. The CCAN also worked on the Natixis Shareholders’ Meeting with Valentin Germain, a senior consultant at Capitalcom (a firm that specializes in monitoring shareholders’ meetings). Members of the CCAN also requested information from Nathalie Bricker concerning the multi-boutique model used in Asset Management.
In keeping with our focus on corporate social responsibility acrossV all Natixis’ businesses, as presented at the General Shareholder’s Meeting of May 28, 2019, Natixis Global Head of Environment & Social Responsibility (CSR) Louis Douady provided detailed information on the “Green Weighting Factor,” which Natixis is using to speed up the transition to a low-carbon economy. Louis Douady noted that the Natixis Green Weighting Factor is a concrete, innovative system for allocating capital to each financing project according to its impact on the climate.
The CCAN also met twice with Natixis Head of Investor RelationsV Damien Souchet to discuss the financial results, the 2018-2020 New Dimension strategic plan as well as changes in the share price (context, impact of analyst ratings and other events influencing the share price).
All topics discussed, meeting minutes and videos of memberV presentations are available on the website.
Natixis held its General Shareholders’ Meeting on May 28, 2019. It was presided by Laurent Mignon in his capacity as Chairman of the Natixis Board of Directors. Natixis Chief Executive Officer François Riahi and the members of the Board of Directors were also in attendance. More than 300 Natixis shareholders attended the event at the Palais Brongniart conference center in Paris.
The Investor Relations Department provides information and resources to analysts and investors. To this end, a variety of sources is used: formal informational meetings during major events (publication of annual, interim and quarterly financial statements, etc.), road shows, conference calls and one-on-one interviews. The materials used in these meetings (press releases, presentations, etc.) as well as any other additional information (financial calendar, regulated information, corporate governance, Annual General Shareholders’ Meeting, etc.) are available on Natixis’
Natixis organizes meetings with analysts and institutional investors throughout the year at roadshows or conferences organized by brokers in the main financial marketplaces. In 2019, meetings were held in Paris, London, Frankfurt, Dublin, Madrid, Milan, Geneva, Zurich, Boston, New York, Chicago, San Francisco, Toronto, Helsinki, Copenhagen, Tokyo, Singapore, Hong Kong, etc.
Terms and conditions of 8.1 attendance by shareholders at Shareholders’ Meetings 514
Report of the Board of Directors 8.2.2 on the resolutions submitted to the Combined General Shareholders’ Meeting of May 20, 2020 516
Meetings take place either at the registered office or at another location specified in the notice.
The OGM may also be used to appoint or re-appoint directors, non-voting members and Statutory Auditors and, if necessary, ratify the co-option of a member of the Board.
For holders of registered shares, an entry in the registered share accounts by D-2 is sufficient for them to be able to attend the meeting.
Terms and conditions of attendance by shareholders at Shareholders’ Meetings 515NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
In line with the provisions of Article 27 of the bylaws, each shareholder may, subject to the terms and conditions and at the times fixed by law, request a copy of the documents needed to allow them to form 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 directly or indirectly owns, 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. Major holding notifications must be sent to Natixis’ Investor Relations (30 avenue Pierre Mendès-France 75013 Paris).
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 20, 2020 516 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019
These resolutions can be categorized into two groups: the first sixteen resolutions (resolutions one to sixteen) requireV the approval of the Ordinary General Shareholders’ Meeting and relate to: (i) approval of the financial statements and appropriation of earnings; (ii) approval of related-party agreements; (iii) approval of the disclosures referred to in Article L.225-37-3(I) of the French Commercial Code; (iv) approval of the items constituting the total compensation and benefits of any kind paid during fiscal year 2019 or granted in respect of the same fiscal year to the Chairman of the Board and the Chief Executive Officer, (v) approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors; (vi) the overall budget for compensation paid during 2019 to the employees referred to in Article L.511-71 of the French Monetary and Financial Code; (vii) ratification of the co-opting of a director; (viii) the reappointment of three (3) directors, and (ix) the trading by the Company in its own shares;
Combined General Shareholders’ Meeting of May 20, 2020 517NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com the following three resolutions (resolutions seventeen to nineteen)V require the approval of the Extraordinary General Shareholders’ Meeting and concern (i) amendments to bylaws to bring them into line with legislative and regulatory provisions, and (ii) authority to complete the formalities related to this Combined General Shareholders’ Meeting.
Detailed notes to the parent company and consolidated financial statements are provided in the 2019 Natixis universal registration document.
Resolution three proposes (i) to pay a dividend per share of €0.31 (thirty-one euro cents), charged in full against distributable earnings for fiscal year 2019, and (ii) to allocate the remaining distributable earnings to retained earnings.
Based on the share capital at December 31, 2019, on the assumption that no treasury stock existed on that date and without taking into account any shares with immediate dividend rights created after December 31, 2019, the total dividend will be €977,454,329.42 charged against distributable earnings and the balance (€2,272,738,967.23) will be allocated to retained earnings.
For individual beneficiaries who are tax residents of France and hold shares outside of an equity savings plan, these dividends are subject to income tax: at a single flat-rate withholding tax (PFU tax) of 12.8%, the tax baseV of which is the gross amount of dividends (Article 200 A of the French General Tax Code); or at the express and irrevocable option of the beneficiary whenV declaring his/her income, at the progressive income tax scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French General Tax Code).
Regardless of the tax treatment of dividends for income tax purposes (PFU or progressive income tax scale), the paying establishment located in France must collect: a mandatory non-definitive flat-rate withholding tax (PFO) at a rateV of 12.8% (Article 117 (iv) of the French General Tax Code) as an initial income tax payment, unless individual beneficiaries who are tax residents of France have applied for an exemption under the conditions set out in Article 242 (iv) of the French General Tax Code; social security charges of 17.2%.V
This agreement applies to Laurent Mignon, Catherine Halberstadt, Bernard Dupouy, Thierry Cahn and Françoise Lemalle in their role as directors.
Resolution five concerns the disclosures referred to in Article L.225-37-3 of the French Commercial Code, pursuant to Article L.225-100(II) of the French Commercial Code, i.e. disclosures relating to the compensation of all corporate officers as referred to in the corporate governance report (see Chapter 2, Section 2.4 of the 2019 Natixis universal registration document), including the compensation of corporate officers whose terms of office have ended and those who were newly appointed during the past fiscal year.
Compensation and benefits of any kind for the Chairman of the Board of Directors in 2019
The components of François Riahi’s compensation for 2019 comply with the compensation policy for the Chief Executive Officer approved by the General Shareholders’ Meeting on May 28, 2019.
François Riahi’s gross fixed compensation for 2019a) in connection with his duties as Chief Executive Officer was €800,000 and remains unchanged from the previous year.
The annual variable compensation in respect of 2019 wasb) calculated on the basis of quantitative and strategic criteria first reviewed by the Compensation Committee then validated by the Board of Directors, and submitted to a vote at the General Shareholders’ Meeting on May 28, 2019.
For fiscal year 2019, the variable compensation target wasV set at 120% of the Chief Executive Officer’s fixed compensation, with a range of between 0% and 156.75% of the target, i.e. a maximum of 188.1% of his fixed compensation. François Riahi’s variable compensation target was €960,000 for full year 2019. The targets for 2019 were as follows: quantitative targets (70%), including 25% based on Groupe BPCE’s financial performance (net revenues 4.2%, net income group share 12.5% and cost/income ratio 8.3%) and 45% based on Natixis’ financial performance (net revenues 11.25%, net income group share 11.25%, cost/income ratio 11.25% and ROTE–Return on Tangible Equity 11.25%); regard to the ability to anticipate developments, make decisions and lead the Group, and manage executive officers.
In respect of Natixis quantitative criteria: €413,474, or 95,71%V of the target
It should be noted that payments in respect of annual variable compensation for 2019 will only be made after the vote at the General Shareholders’ Meeting on May 20, 2020.
Vesting of these shares is contingent upon meeting the continued service requirement and performance conditions, which are based on both the relative Total Shareholder Return (TSR) achieved on Natixis stock and the fulfillment of CSR targets.
Combined General Shareholders’ Meeting of May 20, 2020 519NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
The Chief Executive Officer receives a family supplement in accordance with the same rules as those applied to Natixis employees in France, i.e. €2,324.
François Riahi receives insurance similar to that of Natixis employees with respect to health and personal protection coverage.
The characteristics of severance payments and the consideration for non-compete agreement, along with the method for calculating severance pay are set out in Section 2.4 of the 2019 Natixis universal registration document.
Resolutions eight, nine and ten concern the approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of Natixis’ Board of Directors, presented in the corporate governance report, pursuant to Article L.225-37-2 of the French Commercial Code as amended by Ordinance No. 2019-1234 of November 27, 2019.
In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution eleven is to consult with shareholders at the General Shareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred to in Article L.511-71 of the same Code during fiscal year 2019.
These shares may be bought, sold or transferred at any time (except in the event of a public offer of the Company’s shares) by any means (including block trades or the use of derivatives) in accordance with the regulations in effect (see the summary table below on the financial resolutions submitted to the shareholders).
Resolutions seventeen to eighteen ask the shareholders to amend the Company’s bylaws as follows: resolution seventeen concerns the amendment of Article 12 of theV bylaws relating to the powers of the Board of Directors in order to bring it into line with the new wording of Article L.225-35, paragraph 1 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growth and transformation). It would clarify that the Board of Directors determines the guidelines of the Company’s activities and ensures their implementation, in accordance with its corporate interest and taking the social and environmental issues associated with its activity into account; resolution eighteen concerns the amendment of Articles 13, 14, 22V and 29 of the bylaws: amendment of Articles 13 “Compensation of the members of theV Board of Directors” and 29 “Prerogatives” of the Company’s bylaws to reflect the new wording of Article L.225-45 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growth and transformation) by replacing the term “directors’ fees” with “compensation”, amendment of Article 14 “Senior Management procedures” ofV the Company’s bylaws updating the wording thereof by removing the reference to the Company’s first Board meeting held immediately after the Combined General Shareholders’ Meeting of April 30, 2009, amendment of Article 22 “Admission to GeneralV Shareholders’ Meetings — Powers” of the Company’s bylaws removing the reference to Article 1316-4 of the French Civil Code, which has now been repealed.
Other information for comments 16 Authorization to trade in shares of the Company 18 months Possible objectives for share buybacks by your Company: Implementing Company stock V option plans or similar plans Awarding or transferring shares to V employees Awarding bonus shares to V employees or directors Generally, honoring obligations V related to stock option programs or other share allocations to employees or corporate officers of the issuer or a related company Tendering shares upon exercising V rights attached to securities granting rights to capital(1) Canceling all or a portion of the V securities bought back Tendering shares in connection V with acquisitions, mergers, spin-offs or asset transfers Market making for Natixis stock V on the secondary market or ensuring the liquidity of Natixis stock through an investment services provider in connection with a liquidity contract Any other goal authorized or that V may be authorized by law or regulations in effect
Related party agreement Pursuant to Articles L.225-38 et seq. of the French Commercial Code, certain agreements are subject to prior authorization by the Board of Directors. The Statutory Auditors prepare a special report on these agreements which is presented to the General Shareholders’ Meeting for its approval (“Related Party Agreements Procedure”). These agreements are those concluded, either directly or through an intermediary, between the Company and the following persons: its Chief Executive Officer;V one of its Deputy Chief Executive Officers;V one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, if it is a V corporate shareholder, the Company that controls it within the meaning of Article L.233-3 of the French Commercial Code.
Draft resolution 8.2.3 of the Combined General Shareholders’ Meeting of May 20, 2020
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby: notes that the financial statements finalized as of December 31,V 2019, and approved by the shareholders at this meeting show earnings for the 2019 fiscal year of €2,242,111,898.15; notes that, after taking into account retained earnings ofV €1,008,081,398.50 and as the legal reserve exceeds 10% of the share capital, distributable earnings amount to €3,250,193,296.65; resolves to appropriate the distributable earnings as follows:V
Based on the share capital at December 31. 2019, on the assumption that no treasury stock existed on that date and without taking into account any shares with immediate dividend rights created after December 31, 2019, distributable earnings will be allocated as follows: Dividend €977,454,329.42
The ex-dividend date is May 25, 2020, with dividends payable as of
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 20, 2020 524 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019
Resolution four: Approval of the agreements covered by Articles L.225-38 et seq. of the French Commercial Code
Resolution five: Approval of the disclosures referred to in Article L.225-37-3(I) of the French Commercial Code, pursuant to Article L.225-100(II) of the French Commercial Code
Resolution six: Approval of the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during fiscal year 2019 or granted in respect of the same fiscal year to the Chairman of the Board of Directors, pursuant to Article L.225-100(III) of the French Commercial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, pursuant to Article L.225-100(III) of the French Commercial Code, the fixed, variable and non-recurring items constituting the total compensation and benefits of any paid during fiscal year 2019 or granted in respect of the same fiscal year to Laurent Mignon, Chairman of the Board of Directors, as set out in the corporate governance report presented in Chapter 2, Section 2.4 and Chapter 8, Section 8.2.2 of the 2019 Natixis universal registration document.
Resolution seven: Approval of the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during fiscal year 2019 or granted in respect of the same fiscal year to the Chief Executive Officer, pursuant to Article L.225-100(III) of the French Commercial Code
Resolution eight: Approval of the compensation policy for the Chairman of the Board of Directors, pursuant to Article L.225-37-2 of the French Commercial Code
Resolution ten: Approval of the compensation policy for the members of the Board of Directors, pursuant to Article L.225-37-2 of the French Commercial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted pursuant to Article L.511-73 of the French Monetary and Financial Code, hereby approves the overall budget for compensation of any kind in the amount of €180 million, paid during the fiscal year ended December 31, 2019, to employees referred to in Article L.511-71 of the same Code.
Resolution twelve: Ratification of the co-opting of Dominique Duband as a director
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby ratifies the co-opting by the Board of Directors at its meeting on February 6, 2020, of Dominique Duband as a director to replace Françoise Lemalle, who resigned, for the remainder of her term of office, i.e. until the adjournment of the 2022 General Shareholders’ Meeting held to approve the financial statements for the year ending
Combined General Shareholders’ Meeting of May 20, 2020 525NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby resolves to reappoint Alain Condaminas as a director, for a period of four (4) years ending with the adjournment of the 2024 General Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31, 2023.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors, hereby authorizes the Board of Directors, which may further delegate said authority, pursuant to the provisions of Articles L.225-209 et seq. of the French Commercial Code, to buy back the Company’s shares or to arrange for them to be bought back and: resolves that these shares may be purchased to:1)
implement any Company stock option plan in accordanceV with the provisions of Articles L.225-177 et seq. of the French Commercial Code or any similar plan, or award or transfer shares to employees in connection withV their share of Company profits or implement any Company or group employee savings plan (or similar plan) under the conditions provided for by law, in particular Articles L.3332-1 et seq. of the French Labor Code, or award bonus shares in accordance with the provisions ofV Articles L.225-197-1 et seq. of the French Commercial Code, or in general, honor obligations related to stock optionV programs or other share awards to employees or corporate officers of the issuer or a related company based on the provisions of Articles L.225-180 and L.225-197-2 of the French Commercial Code, or tender shares in connection with the exercise of rightsV attached to securities convertible into the Company’s shares, by way of redemption, ordinary conversion, exchange, presentation of a warrant or any other manner, or cancel all or a portion of the shares bought back accordingly,V or tender shares (for exchange, payment or another reason) inV connection with acquisitions, mergers, spin-offs or asset transfers, or market making for Natixis stock in the secondary market orV ensuring the liquidity of Natixis stock.
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 20, 2020 526 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019 resolves that the aggregate amount allocated to the share4) buyback program authorized above may not exceed €3,155,846,495; fully empowers the Board of Directors, which may further5) delegate said powers, to decide upon and implement this authorization, to specify its final terms and conditions if necessary and to determine its procedures, in order to carry out the buyback program and, in particular, to place any stock market order, enter into any agreement, allocate or reallocate the shares acquired to meet the objectives sought in accordance with the applicable legal and regulatory provisions, establish the terms and conditions according to which the rights of holders of securities or options will be protected, if appropriate, in accordance with legal, regulatory or contractual provisions, make any filings with the AMF and any other competent authorities, and complete all other formalities and, in general, do whatever is necessary.
This authorization is granted for a period of eighteen (18) months from this meeting. It voids from this day, as applicable, any unused part of any authorization previously delegated to the Board of Directors for the purpose of trading in the Company’s shares, particularly that given by the shareholders in resolution twenty-four of the Combined General Shareholders’ Meeting of May 28, 2019.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, hereby resolves to amend Article 12 “Powers of the Board of Directors” of the Company’s bylaws to bring it into line with the new wording of Article L.225-35, paragraph 1 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growth and transformation): Previous wording New wording
Article 12 — Powers of the Board of Directors 12.1 The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof. […]
Resolution eighteen: Harmonization of Articles 13 and 29 of the bylaws with new legislative provisions and updating of Articles 14 and 22 of the bylaws
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, hereby resolves: to amend as follows Articles 13 “Compensation of the members of the Board of Directors” and 29 “Prerogatives” of the Company’s bylawsV to reflect the new wording of Article L.225-45 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growth and transformation): Previous wording New wording
Article 13 — Remuneration of the members of the Board of Directors Directors’ fees may be allocated to the Board of Directors by the Shareholders’ Meeting. The Board distributes them freely among its members. […]
Article 13 — Remuneration of the members of the Board of Directors The General Shareholders’ Meeting may grant the directors a fixed annual sum as compensation for their activities. Directors’ fees may be allocated to the Board of Directors by the Shareholders’ Meeting. The Board of Directors distributes them such sum freely among its members. […]
Article 29 — Prerogatives The ordinary meeting of the shareholders, which must be held annually, listens to a reading of the report on the company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations. It discusses, approves, rejects or adjusts the accounts and determines the profit to be distributed. It appoints the Directors, the non-voting members and the Statutory Auditors.
It determines the amount of the directors’ fees to be allocated to the members of the Board of Directors. It votes on all proposals on the Agenda.
Article 14 — Management Procedures The Company’s management is the responsibility of either the Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors bearing the title of Chief Executive Officer. The choice of these two Management procedures is made by the Board of Directors which may vote valid decisions only if: the Agenda, containing this item, is sent out at least 15 days prior to the V Board meeting; at least two thirds of the Directors are present or represented.V
As an exception, the first Board Meeting will be held immediately after the Joint Meeting of the Shareholders of April 30, 2009, and the choice of the Management procedure will be made with an ordinary quorum (at least one half of the Directors present or represented).
Article 14 — Management Procedures The Company’s management is the responsibility of either the Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors bearing the title of Chief Executive Officer. The choice of these two Management procedures is made by the Board of Directors which may vote valid decisions only if: the Agenda, containing this item, is sent out at least 15 days prior to V the Board meeting; at least two thirds of the Directors are present or represented.V
[…] Shareholders may vote by postal ballot or by proxy in accordance with the terms and conditions set forth in law and in regulatory provisions. By decision of the Board of Directors, the shareholders can take part in the Meetings via videoconferencing or vote by any means of telecommunication and teletransmission, including the Internet, under the conditions set forth in the regulations that are applicable at the time of using them. This decision is communicated in the notice of meeting published in the B.A.L.O.: Bulletin des Annonces Légales Obligatoires (Gazette of Mandatory Legal Notices). Those shareholders who use for this purpose the electronic voting form made available on the website by the coordinator of the Shareholders’ Meeting, within the required timeframes, are considered present or represented. The electronic form can be filled in and signed directly on the site by any means approved by the Board of Directors and meeting the conditions set forth in the first sentence of the second paragraph of Article 1316-4 of the French Civil Code [i.e. the use of a reliable method of identification that guarantees that the signature and the form are linked together]. This can consist, in particular, of a login and a password. The proxy thus given or the vote thus cast before the meeting by these electronic means, and the acknowledgement of receipt issued, shall be considered to be written and irrevocable statements and as demurrable to all parties. It is stipulated that, should securities be transferred before the second business day preceding the meeting at twelve midnight Paris time, the Company shall consequently void or amend, as the case may be, the proxy given or the vote cast before this date and time.
[…] Shareholders may vote by postal ballot or by proxy in accordance with the terms and conditions set forth in law and in regulatory provisions. By decision of the Board of Directors, the shareholders can take part in the Meetings via videoconferencing or vote by any means of telecommunication and teletransmission, including the Internet, under the conditions set forth in the regulations that are applicable at the time of using them. This decision is communicated in the notice of meeting published in the B.A.L.O.: Bulletin des Annonces Légales Obligatoires (Gazette of Mandatory Legal Notices). Those shareholders who use for this purpose the electronic voting form made available on the website by the coordinator of the Shareholders’ Meeting, within the required timeframes, are considered present or represented. The electronic form can be filled in and signed directly on the site by any means approved by the Board of Directors in accordance with the applicable legislative and regulatory provisions and meeting the conditions set forth in the first sentence of the second paragraph of Article 1316-4 of the French Civil Code [i.e. the use of a reliable method of identification that guarantees that the signature and the form are linked together]. This can consist, in particular, of a login and a password. The proxy thus given or the vote thus cast before the meeting by these electronic means, and the acknowledgement of receipt issued, shall be considered to be written and irrevocable statements and as demurrable to all parties. It is stipulated that, should securities be transferred before the second business day preceding the meeting at twelve midnight Paris time, the Company shall consequently void or amend, as the case may be, the proxy given or the vote cast before this date and time.
We are required to inform you, on the basis of the information provided to us, of the key features, terms and conditions as well as the reasons justifying the relevance for the Company of the contractual agreements that have been indicated to us or that we may have identified in the performance of our assignment. It is not our role to comment whether they are beneficial, or to ascertain the existence of any other agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (code de commerce), to assess the benefits resulting from these agreements prior to their approval.
These agreements will be presented for approval at the May 20, 2020 General Shareholders’ Meeting.
Corporate officers concerned on the applicable date: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, Vice-Chairman of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.
The signing of the Negotiation Agreement, which indicates a total sale price of €2.7 billion, is in the interests of the Company, given the Project’s strategic benefit to Natixis. This is because the transaction will enable Natixis to accelerate the development of its asset-light model. This would allow Natixis to invest up to €2.5 billion over the duration of its New Dimension strategic plan, primarily in asset management activities, compared to the initially planned €1 billion.
On February 12, 2019, the Board of Directors approved the conditions of Project Smith and authorized the signature of the following agreements: the agreement relating to the sale by Natixis to BPCE of alla) shares held by Natixis in CECG, Natixis Lease, Natixis Factor and Natixis Financement (the “Disposal Agreement”); the agreement relating to the sale by Natixis to BPCE of theb) EuroTitres goodwill (the “EuroTitres Agreement”); and the following agreements annexed to the Disposal Agreementc) and to the EuroTitres Agreement (the “Related Agreements”): the service agreement to be concluded betweenV the Company and BPCE covering certain services that must be provided by Natixis (or its subsidiaries) to BPCE (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service; the service agreement to be concluded betweenV the Company and BPCE covering certain IT services that must be provided by Natixis (or its subsidiaries) to BPCE (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service; the service agreement to be concluded between theV Company and BPCE covering certain services that must be provided by BPCE (or its subsidiaries) to Natixis (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service; a mandate agreement to be concluded betweenV the Company and BPCE and referred to in the Appendix (G) to the EuroTitres Agreement.
Corporate officers concerned by the transaction: Alain Condaminas, Chief Executive Officer of Banque Populaire Occitane and a member of the Board of Directors of Natixis; Christophe Pinault, Chairman of the Management Board of Caisse d’Epargne et de Prévoyance Bretagne Pays de Loire and a member of the Board of Directors of Natixis; Sylvie Garcelon, Chief Executive Officer of Casden Banque Populaire and a member of the Board of Directors of Natixis; Philippe Sueur, a member of the Steering and Supervisory Board of Caisse d’Epargne Ile-de-France and a member of the Board of Directors of Natixis; and Nicole Etchegoïnberry, Chairwoman of the Management Board of Caisse d’Epargne Loire-Centre and a member of the Board of Directors of Natixis.
The Board of Directors of Natixis decided on May 2, 2018 that François Riahi will receive: Mandatory pension plans as all staff do. With respect to theV "article 82” life insurance policy (in reference to the French General Tax Code) put in place by BPCE, the premiums shall be paid by François Riahi.
Personal protection and health insurance affording protectionV similar to that of Natixis employees with respect to health and personal protection coverage.
On August 1, 2017, the Board of Directors authorized the signature of an enrollment rider to the group insurance policy under Article 82 of the French General Tax Code, taken out by BPCE with Arial CNP Assurances for executive officers of Groupe BPCE who do not benefit from the “Pension plan for Groupe BPCE company directors” or the “Natixis pension guarantee” plan. This rider was signed on
On February 10, 2016, the Board of Directors authorized the signing of a compensation agreement between Natixis and Banque Palatine designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of the investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service provider outside Groupe BPCE. This agreement allows Natixis EuroTitres and Caceis to benefit from additional activity related to services rendered to Banque Palatine clients under the pricing conditions applicable to the services of Groupe BPCE entities.
This amendment to the Banque Palatine compensation agreement had no financial impact in 2019.
Combined General Shareholders’ Meeting of May 20, 2020 531NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
The negotiations conducted with CNP between October 2013 and July 2014 resulted in the determination of the fundamental principles for the future partnership between BPCE, Natixis, and CNP, which were authorized by the Board of Directors on July 31, 2014.
The aim of this agreement is to: acknowledge the non-renewal of the Current Agreements;V
Tranche 2 reinsurance matching agreement entered into by ABPV Vie, CNP Assurances and BPCE in the presence of Natixis, the aim of which is to determine the procedures for handling events: the provision by BPCE to CNP Assurances of the list ofV customers covered, in accordance with the frequencies and procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioral shock); and the implementation of the tests required to ensure that theV determination and information exchange mechanisms provided for in said agreement can operate properly.
EuroCroissance matching agreement entered into by CNPV Assurances, BPCE, and ABP Vie in the presence of Natixis, the aim of which is to determine the procedures for the management of events (procedures similar to those in the tranche 2 reinsurance matching agreement).
These agreements are part of Natixis and Groupe BPCE’s strategic plan and in particular the “Assurément #2016” project.
The global offering was underwritten by a group of financial institutions: headed by Natixis and J.P. Morgan Securities Ltd in the capacity ofV global coordinators (“the Global Coordinators”); and
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 20, 2020 532 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019 including BNP Paribas, Credit Suisse Securities (Europe) Limited,V Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc (the “Joint Lead Managers and Joint Book-Runners” together with the Global Coordinators), as well as Banco Santander S.A., Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, ING Bank N.V. and Banca IMI S.p.A. (the “Co-Lead Managers”, and the “Underwriters”, together with the Joint Lead Managers and Joint Book-Runners).
Moreover, on February 19, 2014, the Board of Directors authorized the amendment to this agreement, the purpose of which is to alter the sub-ceilings provided for in Article 4 of the agreement, namely: raising the total maximum nominal amount of the bonds that can be issued by BPCE under Program 3 (a)(2) each year from USD 4 billion to USD 6 billion, and raising the total maximum nominal amount of the proceeds from the bond issues under Program 3 (a)(2) that cannot be re-loaned to Natixis within 90 days of their settlement & delivery from USD 2 billion to USD 3 billion. Furthermore, BPCE may loan securities to Natixis for shorter maturities than those of the bonds, depending on Natixis’ needs.
Philippe Sueur, Vice-Chairman of the Steering and SupervisoryV Board of Caisse d’Epargne Ile-de-France and Natixis director
Thierry Cahn, a member of the BPCE Supervisory Board and NatixisV director
Pierre Valentin, a member of the BPCE Supervisory Board andV Natixis director
The income recognized by the Natixis New York branch in respect of this agreement amounted to USD 654,959.00 for the fiscal year ended December 31, 2019.
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board andV Chairman of the Board of Directors of Natixis
Stève Gentili, a member of the BPCE Supervisory Board and NatixisV director
Bernard Jeannin, a member of the BPCE Supervisory Board andV Natixis director
Jean Criton, a member of the BPCE Supervisory Board and NatixisV director
Philippe Queuille, a member of the BPCE Management Board andV Natixis director
BPCE, as represented by Nicolas Duhamel, Chief Financial OfficerV and a member of the BPCE Management Board and BPCE’s permanent representative on the Natixis Board of Directors.
Agreement providing for the distribution 10. of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group
The income recognized by Natixis in respect of this agreement amounted to €142,500.00 for the fiscal year ended December 31, 2019.
Letters of joint and several commitment 12. and guarantee terminated or expired
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 20, 2020 534 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019
Agreements between Natixis and BPCE 1. relating to the guarantee of certain Workout Portfolio Management (GAPC) assets
On December 19, 2019, the Board of Directors acknowledged that the following agreements relating to the above guarantee need no longer be monitored due to having lapsed: “Miroir NLI” Reciprocal Financial Guarantee between Natixis andV Natixis Luxembourg Investissements; “Miroir NFUSA” Reciprocal Financial Guarantee between NatixisV and Natixis Funding USA, LLC; “Miroir IXIS CMNA Australia” Reciprocal Financial GuaranteeV between Natixis and IXIS CMNA Australia No. 2 SCA.
Governance arrangements set up in respect of the GAPCV guarantee (specifically including draft operating charters for the Guarantee Supervision Committee and Workout Portfolio Management Committee and the local committees) have lapsed due to the fulfillment of the corporate purpose of the committees concerned.
All of these agreements were approved by the Board of Directors on
Related-party agreement on the Chapel 2. Deal between Natixis and BPCE
On December 19, 2019, the Board of Directors also acknowledged that following the sale of the underlying assets and the expiry of the transaction, it was no longer necessary to monitor the agreement between Natixis and BPCE on the Chapel Deal. This agreement, approved by the Board of Directors on May 11, 2011, has therefore lapsed.
Corporate purpose (Article 2 of the bylaws): The corporate purpose, in France and elsewhere comprises: the conduct of all banking business and related businesses as per the banking law;V
the acquisition of interests in companies, groups or associations with a direct or indirect connection withV the activities referred to above; as well as the execution of all private and commercial transactions.V
The information on the Natixis website is not part of Natixis’ universal registration document, unless it is specifically incorporated by reference.
Article 1 — Legal form — Name, registered office and term
The name of the Company is “Natixis”. The Company’s registered office is in Paris (13th district), at 30 avenue Pierre Mendès-France.
The Company’s corporate purpose, in France and elsewhere, comprises: the conduct of all banking business and related businesses as perV the banking law; the provision of all investment services as defined in the FrenchV Monetary and Financial Code; the performance of the specific assignments entrusted by theV French State in the economic and financial area, in the framework of special agreements; the performance of all brokerage business;V
The share capital has been set at €5,049,354,392 divided into 3,155,846,495 fully paid-up shares of €1.60 each.
The rights and obligations attached to a share follow it. Ownership of a share implies, by the operation of law, acceptance of the Company’s bylaws and of the resolutions voted by the General Shareholders’ Meeting.
Meetings of the Board of Directors are chaired by the Chairman of the Board of Directors or, in his absence, by the oldest director or by one of the Vice-Chairmen, as the case may be.
The Board takes valid decisions only if at least one-half of its members are present or deemed present.
The Board of Directors establishes Internal Rules which may stipulate that, except for adopting decisions concerning the preparation of the annual financial statements and the management report as well as for preparing the consolidated financial statements and the Group’s management report, the directors who participate in the Board Meeting by video-conference or by using telecommunication means, under the conditions permitted or required by law and the regulations in force, are deemed present for calculating the quorum and the majority.
In the event of an emergency as defined below (“Emergency”),11.2 the following accelerated procedure may be applied.
An Emergency is defined as an exceptional situation (i) subject to short notice, imposed by a third party under penalty of foreclosure, where non-compliance might incur damages for the Company or one of its main subsidiaries, or (ii) requiring a rapid response from the Company which is incompatible with the application of the usual notice periods for the Board of Directors.
The Chairman or the Chief Executive Officer is required to provide each director with all the documents and information necessary for the performance of his duties.
In addition to the operations referred to by law and regulations12.2 in force, the Internal Rules of the Board of Directors will determine the decisions which will be subject to the prior approval of the Board of Directors.
The Board of Directors is qualified to decide or authorize the12.3 issuing of bonds and all other securities representing debt securities.
Shareholders may vote by post or by proxy in accordance with the legal and regulatory provisions in force. In accordance with the decision of the Board of Directors, shareholders may participate in General Meetings by means of video-conferencing and may vote using all means of telecommunications and remote transmission, including the Internet, in accordance with the applicable regulations at the time of their use. This decision is disclosed in the notice of meeting published in the French official gazette (Bulletin des Annonces Légales Obligatoires — BALO). Those shareholders who use the electronic voting form offered on the website created by the meeting organizer, by the required deadline, are considered present or represented shareholders. The electronic form can be filled out and signed directly on that site by any process provided for by the Board of Directors that meets the conditions defined in the first sentence of the second paragraph of Article 1316-4 of the French Civil Code (i.e. the use of a reliable identification procedure guaranteeing that the signature is linked to the form), which may consist of a user name and password.
One or more shareholders, representing at least the required portion of the share capital and acting on the conditions and within the deadlines determined by law, are entitled to request, by registered mail with acknowledgement of receipt, or by email, the entry of draft resolutions onto the meeting’s agenda.
Shareholders are convened annually to an Ordinary General Shareholders’ Meeting by the Board of Directors, prior to the end of the fifth month following the close of the fiscal year, on the date, at the time and at the location stated in the notice of the meeting.
It determines the amount of the directors’ fees to be allocated to the Board of Directors.
The Extraordinary General Shareholders’ Meeting may be convened at any time either by the Board of Directors or pursuant to any legal provision. It may amend any of the provisions of these bylaws. In particular, it can increase or reduce the share capital, extend the Company’s duration or decide its early dissolution. However, it cannot change the Company’s nationality or increase the shareholders’ commitments.
The Company’s fiscal year begins on January 1 and ends on December 31.
From the earnings of each fiscal year, minus any losses carried forward as the case may be, at least 5% is levied to create the legal reserve. This levy ceases to be mandatory when said reserve reaches a sum equal to one-tenth of the share capital. It must be resumed when this reserve falls below one-tenth.
The balance of the earnings constitutes, along with any retained earnings, the distributable profit of which the Ordinary General Shareholders’ Meeting disposes freely in the framework of the laws in force, and which it can carry forward, or place on reserve, or distribute partially or entirely, on the proposal of the Board of Directors.
The Ordinary General Shareholders’ Meeting may offer an option to the shareholders, for all or a part of the dividend distributed, between payment of the dividend in cash or in shares. In this second option, payment will take place through the allocation of Company shares in accordance with the applicable legal and regulatory provisions.
If, due to losses recognized in the accounting documents, the Company’s equity falls below one-half of the share capital, the Board of Directors is required, within four months following the approval of the financial statements having revealed these losses, to convene the Extraordinary General Shareholders’ Meeting in order to decide whether it is fitting to dissolve the Company early.
business, of the income and of the financial position of the Company and all the businesses included in the scope of consolidation as well as a description of all the main risks and uncertainties with which they are confronted.
To the best of my knowledge, the financial statements were prepared in accordance with applicable accounting standards and provide a true image of the assets, the financial position and the income of the Company, and all businesses entering the scope of consolidation, and the management report presents a true picture of changes in the
SECTION 4 INFORMATION ABOUT THE ISSUER 536 217 512 440 to 444
Item 5.1 Main activities 4-5; 18 to 30; 546 40 12 to 31; 567 14 to 29; 479
Item 5.2 Main markets 4-5; 345 to 347; 546 207 to 209 356 to 361; 567 293 to 299; 479