SOCIAL AND ENVIRONMENTAL PERFORMANCE 41 2.1 Strategic outlines and organization of the sustainable development policy 42 2.2 Reporting standards and scope 55 2.3 Labor information 56 2.4 Environmental information 63 2.5 Social information 68 2.6 Certifi cate of incorporation and Statutory Auditors’ limited assurance report on a selection of social , environmental and corporate information 69
ADDITIONAL INFORMATION 443 7.1 Statement by the Person responsible for the registration document 444 7.2 Documents available to the public 445 7.3 Annual information report 446 7.4 Cross-reference table of registration document 449 7.5 Cross-reference table for the Annual Financial Report 451 7.6 Cross-reference table for the Management Report 452 7.7 Cross-reference table of Social and Environmental information 453
Presentation of Natixis 1.5.1 Description of GAPC (workout portfolio management) 33 1.5.2 Description and valuation of segregated assets within GAPC 33 1.5.3 Review of credit assets 34 1.5.4 Description of the Guarantee 34 1.5.5 GAPC governance 36 1.6 NATIXIS AND ITS SHAREHOLDERS 37 1.6.1 Key share data at December 31, 2012 37 1.6.2 Breakdown of share capital at December 31, 2012 37 1.6.3 Shareholder scorecard 37 1.6.4 Share price information 38 1.6.5 Natixis and its individual shareholders 39 1.6.6 Investors relations 40
V the contribution to Natexis Banques Populaires by SNC Champion, a vehicule set up by the Banque Fédérale des Banques Populaires (BFBP) and the Banques Populaires, of the rest of the Caisses d’Epargne CCIs not contributed by CNCE and which had previously been acquired by SNC Champion from CNCE. In addition, CNCE and SNC Champion contributed stakes in Ixis CIB and Ixis AM that they had previously acquired from San Paolo IMI.
V Natixis has been affiliated with BPCE since July 31, 2009 (not inclusive), replacing the dual affiliation of Natixis with CNCE and BFBP.
Groupe BPCE is No. 2 banking group in France with more than 8,000 branches, 36 million customers, 8.6 million cooperative shareholders and 117,000 employees. Groupe BPCE develops a broad range of banking and fi nancial services for a wide variety of customers.
With Banque Populaire and Caisse d’Epargne, its two historic brands, and its expert subsidiaries specialized in their respective businesses, the Groupe BPCE is active in all commercial banking and insurance businesses while also providing investment and corporate investment banking solutions.
Groupe BPCE provides a guarantee and solidarity system covering all banks affi liated with it.
At December 31, 2012, BPCE held 72.17% of the share capital of Natixis (72.3% of voting rights) (see section 1.2.2 Financial solidarity mechanism). The structure of Groupe BPCE at December 31, 2012 was as follows: 20 Banques Populaires 17 Caisses d’Epargne 20% CCI* 20% CCI*
(a) Excl. GAPC (Workout Portfolio Management) net income from discontinued operations and restructuring costs. (b) Pro forma data, see section 5.1.1 “Methodology”.
(a) Including treatment of insurance company securities at 370% in risk-weighted assets.
After market close (subject to modifi cation) 2013 Second Quarter Results
PRESENTATION OF NATIXIS1 Natixis’ business lines 1.4 Natixis’ business lines 1.4.1 WHOLESALE BANKING
Many transformation efforts have been completed since 2009 under the New Deal strategic plan. In a period of growing regulatory constraints, which are changing the models adopted by the Corporate and Investment Banking businesses, the customer has once again become the primary focus of the bank’s operations. Accordingly, proprietary activities have been substantially reduced and consumption of scarce resources optimized. These initiatives have signifi cantly strengthened Natixis’ fi nancial structure and have met with the approval of external investors.
In 2012, due to persistently strong regulatory pressures, the euro zone crisis and heightened competition in an uncertain economic environment, Natixis was obligated to make further structural adjustments. The Wholesale Banking division, established in the second half of 2012, has a twofold aim: to enhance the bank’s customer focus and to serve as an intermediary between issuers and investors.
V Global Transaction Banking: Natixis provides its clients with a complete account administration offer and a full range of treasury, cash management, payment services, importexport trade finance and correspondent banking products.
V Research: the bank’s renowned and often award-winning credit, equity, quantitative and economic research teams are an integral part of Natixis’ sales approach. Every day, the Research teams publish analyses for clients and help to create financial solutions tailored to client needs.
The purpose of the Coverage division is to develop and sustain strategic dialogue with Natixis’ institutional and large corporate clients in order to anticipate their needs and offer them the full range of the bank’s products and services.
Global Energy & Commodities provides overall coverage in the energy and commodities fi eld and also structures loans specifi c to these markets (pre-export fi nancing, transactional facilities, borrowing base fi nancing, reserve-based lending for oil and mining operations, etc.). In 2012, Natixis solidifi ed its positioning in particular with major negotiators and producers in the oil sector (such as Lundin and Tamar - for which transactions in the EMEA region were respectively named “Oil & Gas Deal of the Year” and “Energy Deal of the Year” for the EMEA region (1) - Afren, Maurel & Prom, etc.), mining and metals sector (Ternium, LatAm “Deal of the Year” (2) , Vale, RCC Group, etc.) and agricultural sector (Cocobod, Kernel, Biosev, etc.).
(3) Project Finance International / Y earbook 2013: Europe Infraco Deal of the Year (APRR), Oil & Gas Deal of the Year (Lundin), Middle East and Africa Energy Deal of the Year (Tamar), Middle East and Africa Turkish Power Deal of the Year (Enerjisa).
(5) IFR / R eview of the Year 2012: Loan Awards: Latin America Loan (Ternium’s US$700 million loan), Asia-Pacifi c Loan (Alibaba Group’s US$3 billion loan).
Equity Linked Finance (ELF) designs, advises and implements equity-linked fi nancial engineering and lending solutions for corporate fi nance, with fi nancing tools, derivatives and other fi nancial instruments, aimed at Natixis’ large European corporate clients.
The structure is integrated, from product design and development to marketing and operational processes. Global Trade Banking employs some 550 people around the world, primarily in France, but also in Asia (Hong Kong, Singapore and Shanghai).
These activities, which are an additional development driver for the Wholesale Banking division, are also a major lever for building customer loyalty. At the same time, they use up few balance sheet resources and generate cash.
For the second year in a row, the debt platform – combining loan syndication, the primary bond market and Global Structured Credit & Solutions (GSCS) – excelled across all borrower segments. 2012 saw a particularly high level of bond issues. Loan syndication business was resilient against sliding global volumes of bank loans. GSCS offers alternative fi nancing solutions designed to meet borrowers’ needs in light of regulatory changes.
(4) Dealogic at December 31, 2012: No. 2 bookrunner by volume, “All French Corporate Bonds in Euro” ranking.
(7 ) IFR at December 31, 2012: “All Agency bonds in Euros” ranking by transaction volume.
V US dollar issues, with mandates carried out for the Kingdom of Morocco, the Republic of Tunisia, GDF Suez and LVMH; V Liability Management with the structured deal for Suez Environnement which both extended and simplified its bond debt.
In treasury activities, the joint refi nancing pool between BPCE and Natixis has helped to increase cash infl ows, primarily from international investors, and to ensure that the business lines have access to the liquidity needed to implement their respective development plans. In addition to the refi nancing pool, a dedicated sales force and a single securities lending desk were set up to optimize management of the Bank’s collateral.
The Equity Markets teams were restructured in 2012, with the run-off of the principal trading and bond brokerage activities, the overhaul of the Global Execution Services team, and the integration of the new Strategic Equity Solutions and Fund Solutions teams. The Equity Markets activity was refocused geographically on France, London, the US and Asia.
After the integration of the ESOP teams in 2011, the Strategic Equity Solutions teams joined Equity Markets in the second half of 2012. This activity covers North America/LatAm, Asia and emerging countries, thus expanding the Corporate offer to include bespoke, structured solutions with equity derivatives for investment, hedging and fi nancing purposes.
2012 was a year for development of services provided to clients, with the roll-out of trading tools, electronic interfaces, and the expansion of the proprietary NXS indices, thus highlighting the bank’s considerable expertise in fi nancial engineering.
Equity Markets further expanded its product offering, achieving many commercial successes and highlighting the development of cross-selling efforts throughout the division: V the Allianz France call for tenders for the structuring of a €100 million guaranteed capital fund to be sold on its own networks in the second half of 2012 (a joint effort by the Equity Markets and Coverage teams and the Risk, Finance and Legal divisions) was won by the Natixis teams; V under the New Deal plan, the Equity Markets department designed and distributed Millésime Excellence, a bond issued by BPCE for the Private Banking customers of the Banque Populaire and Caisse d’Epargne networks.
The Coverage department expanded its coverage of fi nancial institutions is China, Japan and South Korea to aid the development of its capital market activities in the region. Corporate coverage was especially busy in China, focused on our top-priority clients offering synergies with our Structure Financing business lines. Commodities Finance continued to support the main producers and importers in each country. The aviation fi nance team consolidated its position as an arranger of high-visibility deals. The project, asset and acquisition fi nancing activities were adversely affected by the liquidity crisis (higher refi nancing costs in US dollars, termination of activities in Australia and shipping fi nance), and signifi cantly contributed to Wholesale Banking’s deleveraging efforts. Nevertheless, three awards were received in acquisition fi nancing, including two for “Alibaba”.
PRESENTATION OF NATIXIS1 Natixis’ business lines In 2012, the Asia-Pacifi c platform also initiated the transfer of its Vietnam operations to BPCE, which should be effective in 2013, and enhanced the role of representative offi ces through the recruitment of senior bankers in India, Indonesia and Malaysia.
The platform covers the majority of the Financing and Capital Market Solutions, all coordinated by a team of about 550 people working in six different countries. During 2012, a representative offi ce was opened in Canada, dedicated to project and infrastructure fi nancing. The New York teams were combined and moved to the same head offi ce, thus improving operational effi ciency and generating considerable savings.
Launched in 2011, the Loans platform contributes to bank’s balance sheet rotation (“Originate-to-Distribute”) strategy. Natixis’ role in the development of fi nancing solutions has grown substantially over the years, with the bank participating in 95 bond issues (totaling US$79.8 billion), 20 of which (US$13.4 billion) as a joint bookrunner. Two major transactions in US dollars were carried out under the “Originate-to-Distribute” strategy: the acquisition of Dollar Thrifty Automotive Group in the US by The Hertz Corporation and the bond issue completed by the Kingdom of Morocco, which was massively subscribed for by US investors.
The EMEA platform (Europe excluding France, Middle East, Africa) comprises the Wholesale Banking operations in London, Madrid, Milan, Frankfurt, Moscow and Dubai, in addition to several representative offi ces.
The platform’s strategy was defi ned in accordance with the bank’s overall objectives, namely evolving toward higher value-added activities and optimized capital consumption, with a particular focus on key clients.
The EMEA platform is made up of the following sub-divisions: V s outhern Europe, offering the full range of Wholesale Banking services; V n orthern Europe, with a selective positioning, specializing in financial institutions and offering high value-added products; V emerging countries, with a more opportunistic approach depending on the clients and local markets, and the active implementation of a multi-product development policy and access to liquidity in US dollars.
E ven in 2012’s uncertain fi nancial environment, the EMEA platform continued to optimize its portfolios, taking advantage of market opportunities to develop its franchise with the bank’s top-priority clients.
Natixis has gathered all of its investment activities into a single division centered on Asset Management, a fi eld in which Groupe BPCE has global ambitions, and rounded out by insurance, Private Banking and Private Equity activities, all of which are areas in which Natixis aims to accelerate growth.
Private Banking also has a platform in Luxembourg, where some 100 people are working to build up the European Private Banking business, while Private Equity offers a global range of funds of funds through asset management fi rms in the US and Asia.
Natixis Global Asset Management’s business model is based on a global distribution platform serviced by multi-specialist asset management companies meeting the needs of a large international client base. Drawing on its diverse range of portfolio management skills, strong distribution capacity and fl exible business model, Natixis Global Asset Management has consolidated its position as a major international player in asset management. Natixis Global Asset Management ranked 13th in the world among asset managers (1).
The global asset management market was marked by weak economic growth in 2012, while the performance of the US and European fi nancial markets improved in the second half of the year.
Against this backdrop, assets under management rose substantially to €591.2 billion, up €51 billion or +9.4% on a constant-euro basis over the year. The sharp outfl ows seen in Europe, primarily in money market products, were only partially offset by net positive infl ows in the US and Asia. The improvement in terms of assets under management can be attributed to a signifi cantly positive market effect in Europe and the United States.
Total assets also benefi ted from the acquisition of McDonnell Investment Management in the US, the merger of Natixis Multimanager and 1818 Gestion to create VEGA Investment Managers, and infrastructure activity transferred from Natixis’ Wholesale Banking business.
The global platform generated excellent gross and net infl ows in 2012, attesting to the value of its increasingly diversifi ed growth model by asset class, asset management company and geographic area. Total assets under management generated by the platform amounted to $177.8 billion versus $150 billion in 2011. They represented 23% of Natixis Global Asset Management’s total assets under management at the end of 2012. In the United States, distributed assets under management grew from $101 billion to $120 billion, up 19% over one year. International assets under management (excluding France and the United States) totaled $57.3 billion, up 18%.
In addition to its strong presence on the US market, the platform extended its international coverage in Asia for major corporate clients and global advisors by opening a new offi ce in Hong Kong. In the United Kingdom, business with institutional clients was brisk, while distribution is improving and a retail market strategy is being implemented for 2013. Business in continental Europe was satisfactory. NGAM is also developing a strategy for covering Latin America through major corporate clients and the partnership with Spain.
The European asset management business posted €318.4 billion in assets under management at end-2012 compared to €306.4 billion at end-2011, up 3.9%. This increase was due to a positive market effect, however, it was undermined by net outfl ows in numerous product categories, particularly money market funds.
R Natixis Environnement & Infrastructures (€0.2 billion): fi nancing for infrastructure projects.
Finally, the other European asset management companies, such as Ossiam, H
The group’s US asset management companies directly provide distribution services for institutional clients in the United States. However, in the retail banking segment in particular, they received strong support from the distribution platform in 2012. It provides asset management products, advisory and structuring capabilities, and related services that can be tailored to differences in markets and distribution channels. This platform supplies both volume retailers and private investment advisors.
The personal protection insurance business has recorded robust growth in the last fi ve years and features a wide variety of solutions distributed by the Banque Populaire and Caisse d’Epargne networks ranging from death benefi t, work cessation and dependency products to payment protection insurance. Lastly, car and home insurance products available to retail customers in the Banque Populaire network are
Risk aversion, combined with the interest rates and increase in the ceilings of the Livret A and LDD, have led the French to favor more liquid, short-term savings over life insurance. For the fi rst time, in 2012 the market recorded net outfl ows of €3.4 billion. Natixis Assurance posted a substantial drop in its net life insurance infl ows (down 36%), trailing the market by 8% (source FFSA) after 2010 and 2011 performances that were ahead of the market. Assets remained stable at €37.5 billion at end-December 2012, and infl ows invested in unit-linked policies totaled 16 %, better than the market (13% - source FFSA).
Part of Natixis’ Investment Solutions division, its Private Banking business is dedicated to offering wealth management services to private investors. It includes the Banque Privée 1818, geared toward the French market, and Natixis Private Banking, based in Luxembourg. Assets under management totaled €20.8 billion at end-2012.
Private Banking leverages three distribution channels: Groupe BPCE networks, Independent Wealth Management Advisors (IWMAs) and direct customers referred by Natixis in particular. In 2012, the business recorded gross infl ows of €3.204 billion, which was a genuine feat in a very challenging market.
As an expert in fi nancial and wealth management solutions, Banque Privée 1818 serves the networks of Banque Populaire, Caisse d’Epargne and BPCE International et Outre Mer. It supplies regional banks with sophisticated products and services intended to satisfy their clients’ growing private banking needs. A wide range of services are provided through a specialized platform: discretionary management, UCITS selection, life insurance contracts, etc. In this respect, Banque Privée 1818 is positioning itself as Groupe BPCE’s openarchitecture broker.
This support is proving profi table, as evidenced by the increase in gross infl ows from €884 million in 2011 to €1.086 billion in 2012. At the same time, assets rose substantially to €4.77 billion.
Similarly, Banque Privée 1818’s estate engineering services are increasingly in demand for philanthropic matters. Aware of the issues in this fi eld, this experienced team is motivated by the desire to expand its consulting services for establishing and managing foundations.
Finally, the product range was broadened in 2012. There was a very sharp increase in structured and real estate products (up 50% and 49% respectively), primarily through real estate investment trusts.
The Natixis Private Banking teams, housed within Natixis Bank in Luxembourg, have been serving expatriates and non-residents in the fi eld of international wealth management. In 2012, gross infl ows reached €331 million. The new Management team formed at the end of 2011 tackled repositioning the sales strategy to target a wealth management client base.
Natixis’ Private Equity operations comprise three distinct and complementary business lines, six asset management companies and almost €4 billion in assets under management. The majority of the more than 120 employees are seasoned investors in unlisted companies.
Seventure Partners. Following its 2012 merger with Masseran Gestion Capital Risque, Seventure Partners is now one of the leading French venture capital fi rms (approximately €500 million under management) and is establishing itself as the main provider of tax exemption products for both of Groupe BPCE’s banking networks. New strategic projects are aimed at expanding the Seventure Partners product range, particularly for more institutional clients.
Naxicap Partners. With 49 employees and 22 years’ experience, Naxicap Partners is one of France’s leading providers of expansion capital on the SME segment. It ensures regional coverage through fi ve offi ces around France.
PRESENTATION OF NATIXIS1 Natixis’ business lines In 2012, development on behalf of third parties was signifi cant, with assets under Naxicap Partners’ management rising from €800 million to €1.5 billion, practically equal to Natixis’ commitment.
Alliance Entreprendre. This 12-person company manages €140 million via venture capital funds marketed primarily through the Caisse d’Epargne network, but also through external investors.
Caspian Private Equity: Created in 2008 and based in New York, Caspian Private Equity is an asset management fi rm comprising 13 professionals advised by a Strategic Committee. With almost €1.4 billion under management, Caspian Private Equity’s products are primarily structured around funds investing directly in US small- and mid-caps and investment advising (mandates).
Eagle Asia Partners: Eagle Asia Partners was founded in 2007 by three well-known professionals and consists of the seasoned, historic team from GIC and TIF Ventures, a Private Equity entity for the Singapore government’s investments. This company, which manages $ 220 million, is 40%-owned by Natixis and specializes in the primary fund-of-funds segment, primarily in China, India and Southeast Asia.
As the No. 4 player on the market (15.3% market share – source: ASF at December 31, 2012) and No. 3 player on the French market, for the third year running, Natixis Factor posted revenues growth (7.6%) above the market average, with annual factored turnover of €28.5 billion at December 31, 2012, up 14.4%, i.e. over 7,000 active contracts signed with clients from the Groupe BPCE, Natixis and brokerage networks.
Natixis Factor has notably expanded its range of services to include a multi-domestic factoring contract and the Pro Tempo offering, on a fl at--rate basis and with no commitment, for professionals requiring one-off or seasonal services.
R FACTORED TURNOVER OVER THE PAST 5 YEARS (IN BILLIONS OF EUROS)
The platform offers a highly diverse range of products tailored to various markets and businesses: individuals (jointand -several mortgage guarantees), professionals (business start-ups/transfers, equipment, commercial property), social economy and social housing, public-private partnerships, real estate companies and professionals (builders, developers, realtors, administrators).
Natixis ranks second in the French market for mortgage guarantees for individuals and guaranteed €15.5 billion in loans in 2012 in a contracting market. Natixis also ranks second for guarantees for property administrators and realtors under the Hoguet Law, issuing nearly 5,000 guarantees in 2012. Natixis shares the leading spot in the single-family home building sector (guaranteeing more than 16 ,500 houses in 2012) and also nearly 44,000 guarantees issues for businesses (+12%) in order to help them comply with regulatory requirements (payment guarantees), tax requirements (excise taxes and customs duties) or contractual obligations.
In 2012’s persistently subdued market, new real estate production dropped to €741 million, whereas equipment was relatively stable, posting nearly €1.7 billion, thanks in large part to synergies with the Groupe BPCE network. In Sofergie renewable energy fi nancing, the new production of which totals €140 million, Natixis enhanced its sectorial diversifi cation, particularly in the biomass sector.
The joint venture between Natixis Financement and BNP Paribas Personal Finance to develop a joint IT platform entered into the operational phase in 2012 in preparation for the creation of the United Partnership JV on January 1, 2013.
In 2012, Natixis Cofi ciné issued new loans totaling €329 million (up 21%). Total provision of funds amounted to €638 million, up 8% year-on-year.
In 2012, Natixis consolidated its leading position in employee savings account administration in France, with 3.1 million employee accounts under management, i.e. a market share of 25.4% (source: AFG at June 30, 2012).
The employee savings offer tailored to SMEs and professionals, distributed by the Banques Populaires and Caisses d’Epargne networks, delivered another strong performance with close to 12,799 new contracts.
Payment vouchers, such as Chèques de table® (meal vouchers) and CESU Domalin® (employment services vouchers), issued by Natixis, Banques Populaires and Caisses d’Epargne (since 2011) posted strong growth and an increase of over 14% in the total equivalent amount, mainly to mid-caps and local authorities.
R CHANGE IN THE NUMBER OF COLLECTIVE PENSION PLAN (PERCO) CLIENTS
Payment fl ows are processed by specialist subsidiary Natixis Paiements. It handles payment transactions (checks, mass and single transactions, electronic banking, etc.) across the entire range of interbank channels, while also offering affi liated services. Natixis Paiements, a unifi ed payments operator for Groupe BPCE, processes payment fl ows for Banques Populaires banks, Caisses d’Epargne, major French banking institutions and some 100 other banks and fi nancial establishments.
Natixis, the No. 3 payments operator in France, with market share of over 20% in the exchange systems and electronic banking fi eld, processed close to 6.8 billion mass transactions in the Core system in 2012.
R CHANGE IN NUMBER OF TRANSACTIONS PER PREPAID CARD (CARDHOLDERS AND RETAILERS) (IN BILLIONS OF TRANSACTIONS)
Despite the decline in transaction volumes affecting fi nancial savings fi rms across the board, Natixis still manages more than 4.1 million securities accounts.
The Banque Populaire banks are cooperative banks created by and for entrepreneurs, working closely with local businesses and business owners. They form the fourth largest banking network in France with 17 Banque Populaire regional banks, CASDEN Banque Populaire, which serves the staff of the French Ministry of Education, Research, and Culture, and Crédit Coopératif, a major player in the social and solidarity-based economy.
R Net banking income: € 6.0 billion 3.9 million cooperative shareholder customers The Banque Populaire banks are 80%-owned by cooperative shareholders, who are also their customers. Natixis owns the remaining 20% in the form of cooperative investment certifi cates (1). The Fédération Nationale des Banques Populaires is an association under French law (1901) providing deliberation, communication and representation for the Banque Populaire banks and their cooperative shareholders.
R The new brand slogan “Banque Populaire, la banque qui donne envie d’agir” (Banque Populaire: the bank that encourages action) won the 2012 Top Com d’Argent award in the Communication Strategy category, and Banque Populaire was ranked the third favorite bank of the French (3). Its sailing sponsorship was a success with the victory of the Banque Populaire V max trimaran at the Jules Verne Trophy which enjoyed vast media coverage, and with Armel Le Cléac’h coming in second at the Vendée Globe.
The Banque Populaire network has made efforts to increase the number of products and services used by their active customers, and to acquire new individual customers via a decisive strategy aimed at young people, particularly students and interns. This strategy draws specifi cally on two complementary partnerships with the LMDE (national student mutual insurer) and NRJ for the NRJ Banque Pop’ payment card.
Banque Populaire promotes the fi nancial independence of LMDE subscribers through loans not requiring co-signers to fi nance their studies or to rent an apartment and gives them access to preferential conditions.
As a growth driver for retail banking, insurance grew substantially with more than 166,000 non-life policies sold, up 12.1%, and 92,000 provident and health insurance policies sold, up 9%.
The Banque Populaire banks have made efforts to collect more on-balance sheet savings, with outstandings up 7.4% in 2012. Selectio, a new, fully fl exible product and the only one of its kind in France, was successfully launched. Comprising one or many term accounts at guaranteed progressive rates, it allows users to defi ne the amount, duration of the capitalization period and, if necessary, the frequency of income, and allows for the early withdrawal of funds.
In terms of fi nancial savings, mutual fund investments increased by 2.7% while life insurance outstandings remained stable due to the unfavorable economic climate.
Banque Populaire Gestion Privée supports its clients in building, managing and transferring their wealth. The expertise of private banking advisors is tailored to the needs of professional customers, self-employed professionals and business owners in the framework of a dual professional-personal banking relationship.
In order to stimulate this promising area of growth, the number of fi nancial advisors is constantly increasing along with the appropriate training.
Loans outstanding to professional customers totaled € 40.7 billion, a 2.5% increase at the end of 2012.
As the bank of one out of three craftsmen (1) and one out of four franchise businesses (2), Banque Populaire became the exclusive partner of the Conseil du Commerce de France in 2012. It will take part in its discussions and in training workshops on the protection of business owners’ private wealth and on e-commerce.
In e-commerce, in 2012 Banque Populaire launched Direct et Proche, an innovative digital solution that helps professional customers make the digital transition. It also provides craftsmen and small retailers with an online showcase to present their product range or an e-boutique for direct online sales. The catalogue and Cyberplus Paiement system are included.
With a penetration rate of over 14% with self-employed professionals, the Banque Populaire banks regularly enhance their offering, particularly with the Atout Libéral range, which is tailored to the needs of each profession. With this employee savings solution, launched in 2012, users benefi t from a preferential tax and social security scheme.
More than 61,000 farmers trust Banque Populaire, which offers them a compreehensive range of solutions: equipment fi nance, seasonal credit, farm warrants, hedging of market prices of principal agricultural commodities, and Direct et Bon - an online platform for producers to sell their agricultural products directly to consumers.
Close to 110,000 companies are Banque Populaire customers, 42% of which have 10 or more employees (1). Banque Populaire is also the bank of one out of two franchisors (2). Its customers have access to 159 business centers and some 1,000 specialized employees. Likewise, some 170,000 institutions and associations have chosen Banque Populaire as their bank.
Preveo is another innovative solution offered by both Banque Populaire Val de France and Caisse d’Epargne Loire-Centre. It was set up by the Centre region and the European Investment Bank (EIB) in July 2012, and encourages the decentralized production of renewable energy and energy-effi cient buildings. The EIB has made a commitment to fi nance 50% of investments for legal entities for an amount of €150 million between 2012 and 2015. In the same renewable energy loan segment, Banque Populaire and Caisse d’ Epargne won calls for tenders together in three other regions: Midi-Pyrénées, Languedoc-Roussillon and Aquitaine.
These customers receive comprehensive support: processing of business transactions, hedging, and advisory services on development, establishing a business abroad and acquisitions.
International has more than 120 consultants in 15 countries and supports about 1,000 SMEs.
In 2012, Banque Populaire launched Coveri Change and Coveri Taux - two straightforward solutions for hedging companies’ exchange rate and interest rate risks at an optimal cost.
As the leading distributor of business start-up loans (3) and a partner of leading entrepreneur assistance networks, Banque Populaire facilitates new business start-ups and takeovers with loans not requiring personal sureties or requiring reduced fi nancial guarantees in partnership with small-business mutual guarantee companies (Socama) and the European Investment Fund.
In order to facilitate regional-scale solutions, the four Grand Ouest Banque Populaire banks implemented Ouest Ingénierie Financière for the sale of companies with a value of between € 1 million and € 15 million. Since its launch in mid-2011, this shared fi nancial engineering structure has performed some 100 deals and almost 50 disposals.
Banque Populaire also bolstered its partnership with the Conseil National des Professions de l’Automobile (CNPA - professional organization of automotive professions) through an initiative called “Mon Entreprise Auto : créer, reprendre, transmettre” (My automotive company: creation, acquisition, transfer). The purpose is to encourage succession in a sector where nearly half of business owners are over 50 years old.
Since 1818, the Caisses d’Epargne cooperative banks have combined confi dence, solidarity and modernity. As part of the second largest retail banking network in France, the 17 regional Caisses d’Epargne are among the leading banks in their regions. They support all economic players and are leaders in fi nancing the public sector, social housing and the social economy.
Natixis’ business lines 4.7 million cooperative shareholders At December 31, 2012, the Caisses d’Epargne were 80%-owned by cooperative shareholder customers through local savings companies (LSCs). Natixis owns the remaining 20% in the form of cooperative investment certifi cates (1). The Fédération Nationale des Caisses d’Epargne is the institution providing deliberation, communication and representation for the Caisses d’Epargne and their cooperative shareholders.
R Caisse d’Epargne gained more than 600,000 new individual customers. The number of new private banking and active professional and corporate customers grew by over 7%.
Caisse d’Epargne is a bank for the whole family that meets the needs of individual customers by providing them with an appointed advisor, great accessibility and bespoke solutions. Availability, responsiveness, consideration, support and advisory services: in 2012, Caisse d’Epargne made nine commitments to its customers. This initiative is the result of three years of efforts to study and identify new customer requirements. Driven by a far-reaching communication campaign, it effectively engaged employees and was well-received by customers, whose satisfaction with the bank has improved.
The sharp increase in the deposit ceiling on Livret A and Livret Développement Durable (LDD) sustainable development passbook savings accounts generated net infl ows of € 6.7 billion in 2012 at the expense of other savings schemes. Furthermore, subscriptions for cooperative shares amounted to € 1.6 billion. New offers included Caisse d’Epargne’s extension of the fl exible monthly savings contract, Solution Libre Revenu, to shorter durations, launched the new Captio Croissance term account, as well as a new passbook savings account for 10- 12 year-olds.
More than 300,000 professional craftsmen, small retailers, self-employed professionals and small businesses are Caisse d’Epargne customers. In 2012, active customers increased by more than 7%. 80% are also private customers.
Electronic funds-transfer solutions maintained strong momentum with equipment installations and payment processing up 12% and 18%, respectively ( i.e. three times faster than the market average), the launch of contactless payment terminals and the testing of the S-Money electronic wallet.
Caisse d’Epargne’s growth with corporate customers was strong, with an 8% increase in active customers. It bolstered its teams and skills in order to better meet the needs of medium-size enterprises and large corporates and maintained its dedicated expertise in green business (fi nancing infrastructures linked to renewable energies).
Commercial payment processing grew by 18% to over € 47 billion. New loans totaled € 2.4 billion, a 20% increase, and loan outstandings totaled € 8.4 billion.
Five Caisses d’Epargne subscribed for a € 80 million bond issued by GIAC, a group of small- and medium-sized enterprises, in order to fi nance growing SMEs in the long term at a competitive rate.
Through its capital investments, Caisse d’Epargne is a partner of regional businesses, and also invests seed capital, growth capital and transfer capital via French local investment funds (FIP), innovation mutual funds (FCPI) and venture capital funds (FCPR) that are managed regionally.
Amid diffi cult economic conditions, new loans totaled € 3.7 billion. Thanks to the partnership formed with Crédit Foncier Immobilier, customers now have a comprehensive range of services, including expertise, advisory, audit and marketing assistance.
As the leading fund provider for the social economy, Caisse d’Epargne supports over 20,000 businesses in the sector.
New loans totaled € 635 million and payment processing € 17 billion, a 13% increase.
The Associatis passbook savings account proved its appeal among associations with infl ows totaling over € 1.5 billion.
The objective is twofold: fi rstly to promote the independence of protected persons in a secure set-up and facilitate the everday tasks of legal representatives; and secondly to provide investment solutions that meet the requests of guardianship judges.
Savings under management for this customer base amounted to € 6.1 billion at end-2012.
Caisse d’Epargne is a major player in lending to local authorities, to their organizations and to public hospitals. Loans outstanding were slightly higher at € 48.5 billion at end-2012, refl ecting the policy of maintaining stable outstandings in this customer segment. In 2012, € 5 billion in new loans were issued either directly, via Crédit Foncier or through innovative new fi nancing solutions for institutional investors.
Groupe BPCE put € 485 million towards fi nancing public-private partnership projects, consolidating its position as a major player. For example, in 2012, with the support of Caisse d’Epargne Languedoc-Roussillon, Natixis arranged the fi nancing of a partnership agreement to build, operate and maintain the highspeed railway line for the Nîmes-Montpellier bypass. For the Group, the project represents an infl ow of tens of millions of euros and more than € 2 billion in payment fl ows over the 25 years of the agreement.
Among its achievements in 2012, Caisse d’Epargne ProvenceAlpes -Corse made a contribution to fi nance the merger of the private non-profi t hospitals Ambroise-Paré and Paul Desbief de Marseille, making it possible to build a new structure with 450 beds.
Caisse d’Epargne is the leading private bank for social housing organizations, whose buildings were historically fi nanced by Livret A passbook savings account deposits. As shareholders, the Caisses d’Epargne participate in the governance of onethird of social housing companies and public housing offi ce, and are also operators themselves.
Habitat en Région combines the strengths of a banking network and a collective of operators. Its decentralized structure gives each network operator independence and guarantees optimal responses to housing and development needs in the regions: real estate research, construction projects, equipment, energy audits and energy saving certifi cations.
Banques Populaires CCIs are freely negotiable . However, the sale of Banques Populaires CCIs must be approved beforehand by the Board of Directors of the Banque Populaire concerned.
Banques Populaires CCIs may be repurchased from Natixis at the initiative of each Banque Populaire, without the prior authorization of the Special General Meeting of CCI holders and with the prior authorization of BPCE, in the event BPCE’s control of Natixis ceases or a reform is passed of the 1947 law involving a substantial alteration of the rights of Banques Populaires CCI holders.
The memorandum of understanding pertaining to the issue of CCIs by the Banques Populaires requires Natixis to maintain the level of its equity stake in the Banques Populaires under the following terms: V Mechanism for regulating the capital of Banques Populaires possessing variable capital: The Banques Populaires are entities with variable capital (except BRED). In order to maintain the level of Natixis’ interest, a carrying structure was set up for each Banque Populaire in the form of a subsidiary of the Banque Populaire concerned, the said subsidiary being administered and managed by the issuing Banque Populaire. The carrying structure regulates the variability of the share capital by subscribing for a unit of the share capital each time a unit of the share capital is redeemed and, conversely, by requesting redemption of a unit of the share capital each time the Banque Populaire issues a new unit of share capital.
Preservation of Natixis’ stake in the event of a change in the share capital of the Banques Populaires: Any decision to undertake a cash capital increase for a Banque Populaire that would not be offset by the redemption of shares as described above must be made concomitantly with a decision to undertake a cash capital increase through the issue of new Banque Populaires CCIs at nominal value, in order to ensure the level of interest represented by the CCIs in the capital of the Banque Populaire is maintained at the level that existed prior to the operation. Natixis must then subscribe for the CCIs to maintain its level of interest. In the event of a capital increase through the incorporation of reserves, the said capital increase must be undertaken either through the simultaneous and equivalent raising of the nominal value of the shares and the CCIs, or through the simultaneous free allocation of shares and CCIs issued at the nominal value.
The subsidiaries and fi nancial investments in the Corporate and Investment Banking (activities became the Wholesale Banking) businesses transferred by CNCE in 2006 provide the following services, in particular, to the Caisses d’Epargne network: V custodial services; V design and management of customer products (asset management, revolving credit facilities, surety bonds for borrowers, factoring and equipment lease financing, financial engineering and capital market products, local government financing, debt management); and
Upon expiry of this period, either of the parties may terminate, in whole or in part, the existing commercial and industry relationships described above, subject to providing one year’s prior notice and, where applicable, complying with the specifi c contractual provisions governing these relationships.
The Caisses d’Epargne CCIs memorandum of U nderstanding requires Natixis to maintain its stake in the event of a change in the capital of the Caisses d’Epargne.
In 2012, maintaining the 20% stake in the capital of each of the Caisses d’Epargne represented an investment of €88,500,000.00 for Natixis.
More detailed information concerning this guarantee is available in section [1.5] “GAPC”.
The P3CI mechanism is as follows: V a structured bond issuance by Natixis (P3CI) subscribed for in full by BPCE for a total of €6.9 billion; V by subscribing for these bonds, BPCE guarantees the regulatory capital requirement of the Cooperative Investment Certificates (CCIs) at €6.9 billion. This guarantee can be implemented via quarterly adjustments of the P3CI nominal value in the event of a drop in the regulatory capital requirement of the CCIs on Natixis’ balance sheet; V with this guarantee, Natixis decreased its risk-weighted assets by €25.6 billion (a weighting of 370% applied to the guaranteed amount of €6.9 billion).
This debt shall be repaid in 2013 after the planned simplifi cation of Natixis’ structure is carried out. More detailed information concerning this topic is available in Chapter [5.2], Note 14 “Post-closing events”.
COFACE, AN EXPERT IN TRADE RISK PREVENTION AND GUARANTEES FOR CORPORATE CLIENTS
At December 31, 2012, its consolidated revenues (strategic scope) totaled €1,571 million, up 1.4% year on year, 3.1% of which for credit insurance.
Its net combined ratio for reinsurance totaled 82.2%, i.e. down 2.2 points year on year. This improvement was attributable to: V close and proactive monitoring of claims, while continuing to support its clients in a complex economic environment. The loss ratio therefore decreased by 0.8 point to 56.7%; V strict cost control, which has helped to bring down its cost ratio to 25.5%, i.e. down 1.4 point vs. 2011 .
At €164 million, its operating income (after reinsurance) climbed nearly 62 %, providing a sure sign of improved productivity.
V Launched in 2012, the Top Liner product offers supplementary credit insurance and is included in the Globalliance policy. Already available in a number of countries, it will be gradually developed in other countries in 2013.
In 2008, Natixis established a division, known as GAPC (Gestion Active des Portefeuilles Cantonnés – Workout Portfolio Management) in order to (i) isolate the assets that were most impacted by the crisis and those that are no longer deemed to fi t the new strategic direction of Natixis and to (ii) progressively offl oad these assets by means of active management, ensuring the proper balance between speeding up the return of capital and the resale price of the assets. The assets held by GAPC, the organization of GAPC as well as the governance structure in place are described below.
The process for determining the scope of the GAPC portfolio was as follows: December 2008
PRESENTATION OF NATIXIS1 GAPC R BREAKDOWN AND VALUATION OF GAPC ASSETS
Complex derivatives (interest rate) 8.5 2.7 7.9 1.7 * Net of provisions.
Although correctly valued, the GAPC credit asset portfolio remains notably exposed to the volatility of these assets with a potential impact on the income statement and capital adequacy ratio of Natixis. In order to deal with this risk, which Groupe BPCE is better equipped to manage than Natixis alone, BPCE and Natixis agreed to put in place a mechanism to protect Natixis against future losses and earnings volatility potentially stemming from the GAPC credit asset portfolio, represented by the Guarantee.
The breakdown of the assets covered by the Guarantee as at December 31, 2012 is as follows: (in billions of euros) Type of assets
PRESENTATION OF NATIXIS1 GAPC 1.5.4.3 Accounting and prudential consequences of the implementation of the Guarantee
The implementation of the Guarantee did not have an initial impact on Natixis’ earnings. Since, the consequences are as follows: V changes in the value of the portfolio guaranteed, from June 30, 2009, by the TRS will be offset by the TRS up to 85%; V the Option is measured at fair value through profit and loss primarily on the basis of the change in the value of the portfolio guaranteed by the two TRS; V the equivalent value of the €1.183 billion payment in consideration for the financial guarantee is amortized almost symmetrically with the reversal of the provisions for writedown that were funded for this portfolio at June 30, 2009 and the amortization of reclassification discounts.
Retention of existing governance structures and Committees as regards accounting, fi nancial, risk, asset and liability management (ALM) and other issues: V arrangements regarding ad hoc reporting (regular reporting and reporting of warnings) and specific monitoring of risks of GAPC assets covered by the Guarantee between the BPCE and Natixis Risk Departments; V arrangements which provide for procedures for obtaining the advice and assessment of the BPCE Risk Department on procedures implemented within Natixis regarding the GAPC assets, including in addition procedures to access information on the control of system reliability and model validation.
This change was implemented to achieve two main goals: V to provide BPCE’s representatives with increased and effective participation in this Committee’s decision-making; and
V Decisions are taken by the CGAC Chairman (namely the Chief Executive Officer of Natixis) following discussion.
V The CGAC meets at least once a month. GAPC is systematically represented by at least a member of the management (Head of GAPC, CEO GAPC, COO/CEO deputy GAPC).
Natixis and its shareholders 1.6 Natixis and its shareholders 1.6.1 KEY SHARE DATA AT DECEMBER 31, 2012
Stock market capitalization (reference share price = EUR 2 .55 ) €7,869,847,725
Stock market indexes CAC Next 20, SBF 80, SBF 120, SBF 250 and Euronext 100 1.6.2 BREAKDOWN OF SHARE CAPITAL AT DECEMBER 31, 2012
In 2012, Natixis’ share price increased by 31% (from €1.94 at the end of 2011 to €2.55 at the end of 2012). Over the same period, the Euro zone banking stocks index (DJ Euro Stoxx Bank) rose by around 12%.
The Natixis individual shareholder relations and communication platform is manned by a four-person team and has three main access points.
V A dedicated e-mail address (actionnaires@natixis.com), managed directly by the Individual Shareholder Relations team, enabling individual shareholders to send questions to the Company.
In addition, the following two bodies coordinate relations with individual investors.
V The Natixis Shareholders’ Club, created in 2007, with almost 12,000 members, for shareholders who want greater access to company news. Any shareholder owning at least one registered share or 50 bearer shares may join the Club. Using the ID and password provided upon registration, Shareholders’ Club members can access a dedicated website (clubdesactionnaires.natixis.com) containing information relating to the Club’s program of activities (video conferences, economic videos, chats, events related to sponsorship policy, etc.).
V The Natixis Shareholders’ Consultative Committee (CCAN), created in 2008, that comprises 12 members. This Committee met three times in 2012. It is dedicated to individual investor relations, in particular the preparation of the year’s two main shareholders’ meetings, the AGM and the Actionaria trade show. Moreover, conference calls are regularly organized to inform the Committee of recent news, in particular following the publication of results.
Many opportunities for discussion and communication between Natixis and its shareholders took place during 2012.
V Three meetings with shareholders were held in Annecy, Aix-en-Provence and Toulouse with a focus on Natixis news. Organized in partnership with financial magazines and investment organizations, these meetings enable shareholders to ask questions directly of Natixis representatives.
V A series of five conferences and web conferences led by economists and equity strategists from Natixis and its subsidiaries’ teams. With a focus on current economic issues, these conferences were open to members who participated either in person (for those in the Paris region), online, via live feed or in downloadable format in order to enable shareholders outside the Paris region to benefit.
V Two live, online Q&A sessions were offered to shareholders. These interactive online chat sessions, during which shareholders asked questions with live responses, focused on two themes. The first, on economic news, included Philippe Waechter, Chief Economist at Natixis Asset Management as a guest. The second, on Natixis’ quarterly results on September 30, 2012, was organized around guest Christophe Ricetti, Head of Investor Relations at Natixis. These chats are open to members of the Club in both live and downloadable format. In addition, in February 2012 Laurent Mignon commented on Natixis’ annual results in a video that was posted on the Internet and sent to members of the Shareholders’ Club.
The primary responsibility of the Investor Relations department is to maintain clear and transparent dialog with the fi nancial community about Natixis’ fi nancial standing, strategy, economic environment and any other information that would assist in accurately assessing Natixis’ situation.
The Investor Relations department provides information and resources to analysts and investors, drawing on several different methods, from formal informational meetings when major events arise (publication of annual, interim and quarterly fi nancial statements, etc.) to road shows, conference calls and one-to-one interviews. Materials used in these meetings (press releases, presentations, etc.) as well as any other additional information (fi nancial calendar, regulated information, corporate governance, Annual General Shareholders’ Meeting, etc.) are available on Natixis’ website in the Investor Relations section. From time to time, depending on current events, we also organize specifi c, themed presentations to enable our fi nancial partners and colleagues to better understand the general backdrop and Natixis’ specifi c challenges.
Natixis organizes meetings with analysts and institutional investors throughout the year at roadshows or conferences organized by brokers in the main fi nancial marketplaces. In 2012, meetings were held in Paris, London, Frankfurt, Geneva, Milan, Boston, New York and San Diego.
2.1 STRATEGIC OUTLINES AND ORGANIZATION OF THE SUSTAINABLE DEVELOPMENT POLICY 42 2.1.1 Sustainable development as a growth driver 42 2.1.2 Managing our direct impact on the environment 49 2.1.3 Responsible purchasing policy 51 2.1.4 Human Resources policy and diversity management 52 2.1.5 Community outreach 53 2.2 REPORTING STANDARDS AND SCOPE 55 2.3 LABOR INFORMATION 56 2.3.1 Changes in the workforce 56 2.3.3 Work management 58 2.3.4 Employee relations and social programs 58 2.3.5 Occupational health and safety 59 2.3.7 Diversity and equal opportunity 60
Mindful of its social and environmental responsibility and with the backing of its employees, Natixis has implemented a sustainable development policy around three major themes: V incorporating social and environmental considerations in its business activities by better identifying and managing the CSR (corporate social responsibility) risks of the projects it finances and seizing opportunities for development in the green growth and responsible investment sectors; V minimizing our direct impact on the environment, by reducing our consumption of resources, waste production and carbon emissions and by managing supplier relationships responsibly; V driving social progress through its Human Resources policy, in terms of career management, hiring, training, compensation, labor relations and safety.
The portfolio of “Sofergie” project fi nance and leasing activities now totals 9,026 MW (share fi nanced by Natixis), which break down as follows: R GEOGRAPHIC BREAKDOWN OF THE RENEWABLE ENERGY PORTFOLIO AS AT 12. 31. 2012
Natixis Energéco, a subsidiary of Natixis Lease specializing in energy fi nancing, actively supported the renewable energy industry and strengthened its position as lead arranger on the French renewable energy market.
For instance, in 2012, Natixis Energéco fi nanced 18 projects for a total amount of €230 million (€140 million of which was contributed by Natixis Energéco ), which comprises the following : V ten solar PV projects with a capacity of 39 MW; V five wind power projects with a capacity of 38 MW; V two biomass cogeneration projects with a capacity of 20 MW; V one hydropower project with a capacity of 2.4 MW.
While working for its shareholder network clients, Natixis Energéco arranged the funding of winning tenders following the call for tender from the Regulatory Commission of Energy . This will support particularly high performance biomass electricity generation projects with a overall yield of more than 60%.
Natixis places a high value on extra-fi nancial factors when defi ning its investment strategies for its clients. Natixis believes that by factoring in sustainable development concerns it can offer its investors solutions that create long-term value .
In the Research sector, Wholesale Banking has had a team of analysts dedicated to SRI (socially responsible investment) issues since 2008. This team’s approach is based on two strong beliefs: V factoring in environmental, social and governance (ESG) criteria gives European investors not only a better understanding of a company’s risks, but also access to new opportunities offered by innovative companies in the area of sustainable development ; V investors are increasingly sensitive to the environmental, social and ethical impact of their investments in sometimes controversial sectors, and must be advised in their decisionmaking.
Mirova has a team of around 40 multidisciplinary experts with a collaborative work ethic and a shared ambition: to identify drivers of sustainable economic development. Mirova has also formed a research partnership with the University of Cambridge and actively participates in various international market initiatives and bodies .
V impact investing (2) in unlisted companies and structures combining social and/or environmental impact considertions with the search for yield.
With a 32% market share (3 ), Natixis Asset Management remains the French market leader in solidarity investment. Natixis Interépargne, which distributes its funds, is the French market leader in solidarity-based employee savings with a 46.2% market share (4 ).
From November 9- 16, 2012, Natixis Asset Management and Natixis Interépargne participated, alongside Finansol, in the Solidarity Finance Week, to promote solidarity investment to the general public and companies. On November 21, 2012, Natixis Asset Management also took part in the BPCE symposium on “Financing green growth”.
(1) The infrastructure fi nance business is managed by Natixis Environnement et Infrastructures, a subsidiary of Natixis Asset Management.
(3) Source: 2012 Finansol Survey. Solidarity investment: of which €55 million directly invested in solidarity-based structures.
(4 ) Source: Natixis Asset Management at 12.31.2012, in open-ended, dedicated and employee savings funds.
Share of solidarity-based employee savings market (as %) (2 ) 46.2 52.6 48.4
Number of SRI funds with the Novethic SRI label 4 5 6
Number of solidarity-based FCPEs (French employee savings funds) 24 25 25
(3 ) Source: Natixis Asset Management at 12.31.2012, in open-ended, dedicated and employee savings funds.
Increasing importance of ESG criteria in the analysis of unlisted investment portfolios As a member of the AFIC (Association française des investisseurs pour la croissance) sustainable development club’s steering Committee since September 2009, Natixis Private Equity took part in producing the AFIC’s Private Equity white paper, published in April 2012 and entitled “Renforçons nos PME-ETI” (Strengthening our SMES and mid-tier fi rms). This emphasizes sustainable development prerogatives and notably encourages asset management companies to sign the UNPRI (United Nations Principles for Responsible Investment). Natixis Private Equity therefore plans to introduce precise ESG assessments so as to meet the requirements of these principles.
The partnership between Natixis Private Equity and PhiTrust Partenaires, a Private Equity investment company and pioneer in SRI , provides key expertise in sectors such as social integration, social housing, microfi nance, fair trade, innovation and business startups in Africa.
Following the certifi cation programs conducted in 2012, two new buildings were awarded the HQE/BBC label, and two existing buildings were awarded the BREEAM certifi cation .
Four assessment tools are also used to measure the energy effi ciency of buildings: energy audits (energy consumption with a 10-year works program), Green Rating, which AEW Europe was instrumental in setting up (environmental performance criteria in a number of areas distinguishing between intrinsic performance – independent of the building’s tenants at the time – and quality of use) and the CO
audit (status before improvements and post-work follow-up) and the energy performance survey (2 ).
(2 ) DPE: Diagnostic de Performance Energétique (e nergy performance survey ).
Purchases of certifi ed/labeled assets (as % of new purchases) 10 32 10
assessments 96 energy audits 58 Green Rating audits 2.1.1.3 CSR risk management
The Compliance D epartment provides employees with answers to questions about information management, prevention of confl icts of interest, dealings with customers and/or counterparties and dealings with the markets. It also defi nes a code of conduct for employees, as well as the measures to be taken in the fi ght against terrorist fi nancing, money laundering, corruption and fraud.
The fi ght against the abusive use of fi nancial systems for money laundering or terrorist fi nancing is one of Natixis’ central concerns. Its wide-reaching prevention, monitoring and control system is continuously improved.
Awareness-raising sessions are held for every new employee and information is regularly circulated (through the intranet, meetings or any other form of communication) to update their knowledge.
At Natixis, the prevention of corruption is part of an overall system of fi nancial security. By joining the United Nations Global Compact, Natixis commits to and supports the main principles of corruption prevention. As part of its prevention of corruption policy, Natixis London has implemented the anticorruption principles of the Bribery Act.
In 2011, a team dedicated to the integration of e nvironmental and social responsibility (ESR) considerations in the Wholesale Banking business lines was created to ensure the application and follow-up of the Equator Principles .
T he ESR team has trained the various employees concerned (in the business lines, Risk Department, Compliance Department and other functional departments) which represent more than 150 people across Europe, the Americas and Asia .
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Strategic outlines and organization of the sustainable development policy As the E&S appendix is incorporated in the loan request report, the loan approval body is aware, before making a decision, of any previous conclusions and recommendations. For category A projects a specifi c process is followed, with decision-making by a higher ranking loan approval body.
Twenty-six transactions underwent environmental and social due diligence in 2012, as broken down by sector, region and category below. Most of the loans for these transactions were approved. Some may still be in the study phase, however, or shelved for various reasons.
Strategic outlines and organization of the sustainable development policy environmentally and socially sensitive areas. Such projects must comply with host country and applicable international standards, specifi cally those developed by the World Bank in the area of environmental protection and social well-being in its broad sense: management of emissions, protection of populations, biodiversity, cultural heritage, employee working conditions, etc.
On its website(1), Coface publishes environmental and social information pertaining to the largest projects at least 30 days before a funding decision is made so that all interested parties are informed and have the the opportunity to make any comments .
capture and storage systems and energy effi ciency projects, may therefore benefi t from more advantageous fi nancing terms.
This policy applies to the fi nancing of these companies, to proprietary investment and to third-party asset management by Natixis Asset Management, which has also launched a customer awareness program. This policy is taken into account during the decision-making process (e.g. credit or investment Committee) applicable to each activity concerned.
With more than 22,000 employees worldwide, Natixis’ operations, like those of any company, have a substantial impact on the environment in terms of both resource consumption and the production of waste and CO
The Real Estate and Logistics Department has introduced a global cost approach to its projects and investments allowing it to factor in the environmental impact of its activities. Its environmental impact management scope in 2012 covers Natixis and most of its French subsidiaries. This represents 285,110 m² of operating premises and 17,000 workstations, as well as 3 data centers (including 2 in the capacity of operator at BPCE).
The environmental management of buildings encompasses: V the setup and monitoring of certifications
Since 2009, Natixis has been ISO 9001 (2 ) and 14001 (3 ) certifi ed for the operation of its buildings, which is a seal of approval for the environmental quality and management systems introduced for all of the central buildings managed by the Real Estate and Logistics Department. In 2012, these certifi cations were renewed and extended to the operating departments of Natixis’ data centers. They now cover 262,300 m² (i.e. 92% of the surface area managed by the Real Estate and Logistics Department and 69% of the total surface area).
2012 Key event In 2012, Natixis bought a newly labeled building, “Nouveau Bercy”, and carried out major renovation works to optimize its environmental performance. Following these works the building was awarded the “HPE(2) BBC(3) Effi nergie Rénovation level” label. The building is also “NF Bâtiments Tertiaires Démarche HQE(4) ” certifi ed.
Thanks to optimized building management and increased employee awareness of “environmentally-friendly practices”, the buildings’ energy consumption has fallen over the past few years (see indicators in section [2.4.2.3)) while paper consumption remains stable (see indicators in section [2.4.2.4)).
In 2011, new regulations came into force ushered in by the “Grenelle 2 law”, obliging companies with more than 500 employees and whose head offi ces are based in France, to publish the level of greenhouse gas emissions (GHG) generated by their energy consumption. Natixis conducted a GHG assessment in 2006, 2010 and 2011 (based on data for the previous year) measuring the impact of its activities in France.
At the same time, an operating effi ciency program was launched in February 2012, managed by the general management Committee. This program, named “R2, tous Responsables de nos Ressources” (R2, all Responsible for our Resources), is designed to improve Natixis’ collective energy effi ciency by optimizing the management of its operating resources, means and methods.
The people responsible for the management, operation and technical maintenance of the group’s buildings receive more in-depth training in this fi eld. The systems for the prevention of environmental risks and pollution are also used to conduct drills simulating the accidental spilling of pollutants in each building.
Natixis has continued with the “fair purchasing” approach launched in 2010, which is based on the pillars of fair quantity, fair quality, fair price, innovation, sustainable purchasing and social responsibility. 21 purchases compliant with this approach were handled in 2012, such as a change in terminal version and the discontinuing of a platform that was no longer of use.
(1) Groupement des établissements et services d’aide par le travail (grouping of institutions providing assisted employment for the disabled).
Share of the amounts managed by the Purchasing Department that incorporate social and environmental criteria (as %) 98 95 94.5
Number of suppliers surveyed in the sustainable development survey 30 15 -
Human Resources continued with the initiatives begun two years ago, such as career development meetings, mobility Committees, managerial development, the expanding of the training offer, payroll centralization, headcount monitoring, compensation processes, and above all the rollout of a single HR information system, fi nalized in December 2012.
Winn is a member of BPCE’s Association des Elles, which is an umbrella group for all of the women’s networks within Groupe BPCE. Winn is therefore represented within Financi’Elles, which is the 1st federation of women banking, fi nance and insurance executives. Winn has also created ties with networks of business women from other business sectors.
2012 Key event To encourage more effi cient operation, Natixis has adopted a management framework shared by all of its managers. This management model takes the form of a Management Charter that presents the six key roles expected from managers: R striving for excellence; R developing a client-focused culture; R enhancing and developing skills; R promoting collaboration across departments/entities and implementing Natixis’ strategic vision; R change management; R inspiring and unifying teams.
The charter presents the 39 Natixis Managerial behaviors that should be used as benchmarks for managers. Practical examples of these behaviors are given through specifi c cases.
For easier appropriation of the charter by managers, a communication pack was given to the line management, which held serial presentation sessions with the 2,500 managers of Natixis. Daily application of the Management Charter’s principles is one of the targets set for each manager at their annual appraisal. To help managers to develop their practices, the management training offer has also been adapted to incorporate the content of the charter.
V In addition, Natixis supports the research program of the Institut Pasteur, including studies on the resistance of parasites to anti-malaria drugs. In 2012, the bank funded a study led by Dr. Odile Pujalon, in collaboration with the Institut Pasteur in Cambodia, on the resistance of the Plasmodium falciparum parasite to the latest generation of artemisinin-based therapy .
2012 Key event Natixis has committed funding to the Institut Gustave Roussy to develop a new approach to cancer treatment that is inspiring great hope: personalized medicine.
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Strategic outlines and organization of the sustainable development policy 2.1.5.2 Employee participation in solidarity initiatives The participation of Natixis employees in solidarity initiatives, encouraged by Natixis as a source of cohesion, was increased compared to the previous year by the 1st edition of “The Boost”.
In partnership with the Works Council and the Athletic Union, 330 employees and their families (25% more than in 2011) took part in the 2012 Odysséa race organized to raise money for the fi ght against breast cancer. Many also took part in the 25th annual Stock Market and Finance Industry Telethon. The funds raised for the Odysséa race and the telethon were 100% matched by the company. In 2012, f or the third year running, Natixis also supported the “Course du cœur ” race, organized by the association Trans-Forme to raise public awareness of organ donation.
For the 2nd year, Natixis’ managers helped young graduates from underprivileged neighborhoods in their search for jobs. This mentoring scheme is a result of the partnership with the association “Nos Quartiers ont des talents”. It is in keeping with the company’s Diversity policy and contributes to equal opportunities.
Other solidarity initiatives are carried out within Natixis’ business lines, such as Natixis Asset Management’s partnership with the “La Mie de Pain” association.
The selected indicators cover both the environmental and social aspects of our CSR policy. Each indicator was indicated in a detailed specifi cation sheet including its exact defi nition, data collection method and scope.
Unless otherwise stipulated, the social and environmental information refers to the French scope, which includes Natixis S.A. and its subsidiaries, including in particular, as in 2011, six subsidiaries with more than 500 employees each (Natixis Asset Management, Natixis Factor, Natixis Financement, Coface S.A. and Coface Services).
As part of the “New Deal” strategic plan (the new version of which will be published in 2013), the defi nition of the consolidated Natixis scope excludes fi nancial investments (in particular Coface S.A. and its subsidiaries).
Natixis and all of its subsidiaries in France, excluding fi nancial investments (see Note 16 in Chapter [5] “Financial Data”) 11,913
There was no change in the Natixis France scope between 2011 and 2012.
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Labor information 2.3 Labor information 2.3.1 CHANGES IN THE WORKFORCE
The company’s headcount fell overall by 253 FTEs as a result of the slowdown in hiring in Wholesale Banking (BGC, formerly BFI) and the support functions; the changes by division, which were mixed, are as follows: V BGC and GAPC (workout portfolio management): sharp fall in headcount (- 255 FTEs) in France and abroad, following the reorganization of activities; V Specialized Financial Services (SFS): stable headcount (+31 FTEs); V Investment Solutions (+174 FTEs): increase in Asset Management’s headcount abroad; V Support functions: stable headcount (+36 FTEs); V Financial Investments: sharp fall in headcount in the Coface group’s companies, in France and abroad (-239 FTEs).
Geographic area 2: Europe (excluding France) (as %) 15.1 15.9 16.4
The compensation policy is designed to: V provide incentive and be competitive in order to attract, retain and motivate employees, while maintaining the company’s financial balance; V be fair to ensure a fair reward for individual contributions while bearing in mind the particularities of the business lines; V comply with current market regulations and directives in the financial sector.
The policy is developed by the Human Resources Department, in conjunction with the business lines, and is in keeping with the principles defi ned by the regulator and French and European professional banking standards, while complying with current labor and tax law.
There are several stages of approval in the decision-making process, starting with the subsidiaries/business lines and business divisions, then Natixis’ Human Resources Department and General Management, and fi nally Natixis’ Board of Directors on the recommendation of the Appointments and Compensation Committee.
R voluntary profi t-sharing agreements at the level of each entity.
Compensation surveys are conducted each year by specialized fi rms in order to benchmark the overall compensation policy.
Mandatory employee profi t-sharing (in millions of euros)* 33.5 19.4 25.5
More than 75% of the employees of Natixis in France, working at 44 different companies, are covered by the collective bargaining agreements of the banking and insurance industries. There are, however, seven separate agreements across the whole scope, containing specifi c details depending on the sector in question, particularly with respect to working hours.
The agreement relating to union and collective bargaining rights within the consolidated Natixis France scope, signed in 2010 by the Management and the majority of the representative union organizations, gave the consolidated Natixis France scope union coordinators, who are the Management’s preferred points of contact in organizing industrial relations, and a consolidated negotiated bargaining body. These allow the bargaining of collective agreements on issues of common interest, which are uniformly applicable to all employees, in line with Groupe BPCE’s labor relations policy.
The collective bargaining negotiations carried out within the consolidated Natixis France scope in 2012 resulted in the adopting of uniform measures gradually creating a Groupwide employee representation framework: This framework now rests on: V a single consolidated Natixis employee savings plan; V a single complementary pension plan (PERCO); V a common profit-sharing scheme; V uniform salary measures; V a common policy on the professional integration and retention of employees with disabilities; V a uniform allocation for disabled children; V common preferential banking conditions.
Natixis’ allocation to the Natixis S.A. Central Works Council for the funding of social and cultural activities accounted for 1.3% of total payroll costs. Moreover, holiday vouchers were issued to all employees based on a family quotient (number of dependents), and subsidies provided for childcare. Both measures combined accounted for about 1% of total payroll costs.
In 2012, Natixis S.A.’s Committee for Hygiene, Safety and Working Conditions (CHSCT), continued to work closely with each of its sub-Committees responsible for ensuring the application of rules on health & safety and working conditions at each of their respective sites (Charenton, Lumière, Austerlitz,
Bourse). This delegation allows the Committee’s plenary sessions to focus on matters of general interest.
The 2012 results of the Stress Observatory show a continuous improvement since its instigation in 2009, with a situation that is still better than for the sample of companies with which Natixis’ service provider (Capital Santé) works.
On the medical front, Natixis has a full-service medical department (three company physicians, fi ve clinics, eight nurses) and three company social workers.
Absentee rate for sick leave (including for occupational illness) (c) (as %) 2.6 2.2 -
(b) Severity rate: (number of days lost due to temporary incapacity/hours worked) x 1,000, source INSEE.
(c) It is not possible to isolate days of sick leave related to occupational illness.
In accordance with its strategic focuses, Natixis’ training policy aims to further the development of the three core business lines and support functions in four major areas: increasing the professionalization of staff, keeping pace with major projects and changes in the business lines, guiding individual career paths within the company and developing management skills.
The teams in charge of training develop comprehensive as well as tailored solutions, offered through one-off initiatives or longer-term programs targeting the development of individual and collective skills. As such, they contribute to the continuous improvement of the competitiveness and employability of staff.
V Offi cial qualifi cation courses (as %) 9.6 7.7 4.7 * Provisional consolidated fi gures at February 8, 2013.
Natixis has continued to roll out the action plan adopted several years ago for the promotion of diversity.
In terms of gender equality, initiatives have been introduced and agreements have been signed with the management and union bodies within the Consolidated Natixis France scope since 2011. These provide for measures to guarantee fair treatment in terms of hiring, training, career management and arrangements for parents, as well as increased access for women to top management positions.
The action plan for older members of staff for 2012-2014, promotes the retention of the over-55s and is in keeping with the rise in the retirement age by one quarter per year. The plan consists of dedicated training and career management programs and access to assisted part time work for staff over 58 so as to cater for the aspirations of older members of staff as they reach the end of the careers. An e-Learning module was made available on line so that older employees can use to learn about the steps they need to take to prepare for their retirement. This tool supplements the conferences organized by Natixis since 2010.
2012 Key event Progress of the action plan for disabled people
R Natixis has participated in specialized recruitment forums and signed partnerships with recruitment, temping agency and training fi rms. A total of more than 50 permanent, fi xed-term, co-op, internship and temporary contracts were signed in 2012 within the consolidated Natixis France scope, bringing the percentage of disabled employees to 2.34%, in other words doubling it in the space of two years. A survey of disabled staff’s needs was launched in the last quarter to identify and roll out new job retention measures.
R More than 500 employees attended awareness-raising sessions and more than 1,500 members of staff participated in events organized by Natixis during the Disabled Persons Employment Week. 400 managers received training on the induction and management of disabled staff within the company. A special report was also published in October in the magazine for Natixis employees.
R RQTH* declarations have picked up pace (more than 30 in 2012), which is a sign of a fresh perception of disability at Natixis.
R Use of disability-friendly companies has increased. Many contracts have been signed with partners in a number of fi elds: invoice control, archiving, digitization, mail management and garden maintenance. Assistants have been made aware of the possibility of using disability-friendly companies and ESATs (institutions providing assisted employment for the disabled) for catering services.
Percentage of women who received training (as %) 50.9 52.0 53.8
Percentage of women in the part-time workforce (as %) 90.1 90.6 92.2
* Reconnaissance de la qualité de travailleur handicapé (recognition of disabled worker status).
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Labor information R AGE PYRAMID FOR NATIXIS FRANCE
This chapter presents the results of the programs and measures described in section [2.1.2] “Managing our direct impact on the environment”.
Ordinary industrial waste - not sorted (in metric tons) 653 614 550
The large increase in the number of batteries sorted between 2010 and 2011 is due to the change in scope: inverter batteries are now collected in addition to the small batteries collected from employees.
No mobile phones were recycled in 2012 as a new recycling solution is currently being studied.
2012 Key event As part of the renewal of the service providers used for its corporate catering, an invitation to tender was launched in 2012 to change the service providers operating in 10 staff restaurants managed by Natixis’ Central Works Council. New service providers have started work at four sites, representing more than 800,000 meals per year.
The services that they provide now include wastesorting of the contents of their trays by employees (packaging, cash, cans and bottle caps) and wastesorting in the kitchen, particularly the sorting of organic waste: peelings and leftovers- subject to an obligation to transfer them to a composting center as from the start of 2013.
Total consumption of drinking water (in m 3) 97,515 116,398 108,970
The largest item of raw material consumption at Natixis is paper (white and colored paper, desktop publishing, envelopes, internal and external printouts, etc.). The white paper in reels used for (carbon-free) ink jet printing for desktop publishing is FSC (1) certifi ed. The paper used for page by page laser printing on white paper is made from virgin and recycled fi bers (mixed blend). It is European Ecolabel and FSC certifi ed.
Several of Natixis’ business lines have taken steps to reduce paper consumption: V Natixis Intertitres is the only player on the payment voucher market to use 100% recycled paper to print its Chèque de Table® restaurant vouchers. This has allowed the Natixis subsidiary to reduce its environmental footprint by 83 tons of CO
equivalent per year; V several years ago, the Global Transaction Banking business line, which is responsible for account administration, cash management, trade finance and correspondent banking within Wholesale Banking, voluntarily switched to electronic client orders and related reporting; V Natixis Interépargne, a leader in employee savings plans, encourages account-holders to opt for electronic option newsletters and statements, saving the equivalent of more than 3,300 trees each year.
Consumption per workstation in 500-sheet reams 19.6 19.6 21.2 2012 Key event Natixis is streamlining its printer pool to reduce paper and energy consumption and equipment maintenance costs.
A pilot scheme was notably carried out at one of the company’s sites where most of the printers were taken out of service, removed for recycling and replaced by new models. This initiative has already reduced the greenhouse gas emissions from printing by 21% per year (based on a 15% reduction in paper consumption).
E nergy consumption: electricity, heating and cooling utilities in offi ce buildings - excluding data centers (in MWh) 78,902 87,672 97,501
The energy consumption of Natixis’ offi ce buildings - excluding common areas - fell sharply between 2011 and 2012. The fall in the data centers’ consumption is due to the change in Natixis’ scope: The Vega and Sirius data centers were sold at the start of 2012 to the BPCE subsidiary dedicated to the centralized management of the group’s data center infrastructure.
Scope 2: indirect emissions resulting from energy consumption - electricity, heating and cooling utilities - (in tons CO
A carbon action plan was produced in 2011 and brought into line with Natixis’ operating effi ciency program (see section [2.1.2.2]). Practical measures were taken in a number of areas. These include: the reduction of GHG emissions resulting from printing (see section [2.4.2.2]), the reduction of the average CO
A company-wide travel plan has been in place since 2008, with a series of measures promoting the use of public and lowimpact transport, or carpooling: V employees are encouraged to use the public transport near to sites, with a public transport pass reimbursement rate of 60%; V the bank jointly funds a public bus route that serves its sites at Charenton-le-Pont. A private shuttle also connects five sites in this town to public transport; V bike stands have been installed (123 bike stands on 8 sites in Paris and the Paris region) and employees regularly use the Vélib’ bikes provided by the Mairie de Paris.
A carpool scheme was set up for Natixis employees in the Paris region. This scheme, launched in 2007, was abandoned at the end of 2011 as there were not enough drivers participating. Initiatives have been introduced locally, however: Natixis Intertitres (in conjunction with other companies, such as AXA, Banque Populaire Occitane, etc.) signed up to the inter-company travel plan (PDIE - plan de déplacement interentreprise ) in the “Héliopôle” business park near Toulouse with the carpool platform set up by Tisséo.
2012 Key event To mark the Mobility Week coordinated by the Ministry for Sustainable Development, a new questionnaire on commuting was sent out to employees. From the 770 responses received, it appears that: R 74% of employees travel back and forth fi ve times a week (9% travel back and forth four times a week); R 38% travel less than 10 km per journey (72% less than 30 km); R for journeys of up to 30 km, an average of 45% of employees use the metro-RER (25% travel by car); R for journeys of more than 30 km, more than 50% on average travel by train (more than 60% for journeys of more than 50 km); R the average travel time is 90 minutes to work and back.
Since 2006, Natixis has been gradually standardizing its procedures and vehicle selection by adopting a car policy.
emission rate: 150 g vs. 190 g in the previous policy; V reduction of the emission ceiling for the vehicles assigned to Category 1 sales representatives and managers, which account for the majority of fleet orders, to 140 g from 150 g; V reduction of the motor pool car emission ceiling, now set at 105 g compared to 110 g previously.
This lowering of the thresholds improves the environmental quality of the fl eet, particularly with regard to the selection of vehicles offered in the catalog: V the average for the vehicles in the two top categories is 117 g; V six hybrid vehicles and one electric company car are listed.
emission rate of the company fl eet of Natixis S.A. and its subsidiaries, excluding Coface and Kompass (in g of CO2/km) 128 139 140
From September 16 to 22, Natixis participated in the European Mobility Week with two initiatives: a training course in eco-driving and a questionnaire on commuting.
The eco-driving training course taught eight employees how to limit their fuel consumption (up to 25 % less). The training should be extended to all sales representatives using company vehicles.
As previously, the reporting provided by the agency includes a calculation of greenhouse gas emissions. At the end of 2012, the online booking system was rolled out in France, London, Hong Kong and Milan. The target for 2013 will be to continue rolling it out to the remaining twenty or so countries.
Natixis’ service operations are predominately located in urban environments and do not have a direct material impact on the natural environment. That said, prevention measures have been taken to avoid any accidental water or air pollution. These include regular maintenance of sensitive systems and reinforced leakproofi ng of rooms containing potential pollutants.
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Social information 2.5 Social information 2.5.1 TERRITORIAL, ECONOMIC AND SOCIAL IMPACTS
V Businesses V Organizations V Authorities V Employees V Retail banks
Sustainable development in our relations with suppliers is presented in section [ 2.1.3] “ Responsible purchasing policy”.
It is the Board of Directors’ responsibility to prepare a Management Report which includes the consolidated social, environmental and corporate information stipulated in Article L. 511-35 of the French Monetary and Financial Code and Article R.225-105-1 of the French Commercial Code (hereafter the “Information”), drawn up in compliance with the standards (the “Standards”) used by the Company and available from the Communications and Sustainable Development D epartment. A summary of the Management Report can be found in section [2.2] of the “Social and Environmental Performance” chapter in the Registration Document.
Our independence is defi ned by regulatory texts, the French Code of Ethics for auditors, as well as provisions set out in Article L. 822-11 of the French Commercial Code. We have also implemented a quality control system which includes written policies and procedures aimed at ensuring compliance with the professional rules of conduct, professional standards and the relevant legal and regulatory texts.
Environmental indicators: Energy consumption in 2012 (electricity consumption, hot and cold liquid consumption (steam/cold water)).
Corporate social indicators: SRI and solidarity assets, SRI asset management as a percentage of asset management, Percentage of purchases factoring in sustainable development criteria.
Qualitative data: Description of sponsorship transactions (see section [2.1.5.1]: “Commitments to humanitarian and public interest projects”).
SOCIAL AND ENVIRONMENTAL PERFORMANCE2 Certifi cate of incorporation and Statutory Auditors’ limited assurance report on a selection of social , environmental and corporate information 1. CERTIFICATE OF INCORPORATION OF INFORMATION
W e carried out the following work: V we assessed the appropriateness of the Standards in terms of their relevance, completeness, neutrality, clarity and reliability, taking into consideration, where appropriate, the sector’s best practices; V we verified the implementation within the Group of a consolidation, compilation, processing and control procedure aimed at ensuring complete and uniform data. We reviewed the internal control and risk management procedures relating to the preparation of data. W e conducted interviews with the persons responsible for social, environmental and corporate reporting.
V In terms of the selected quantitative Data, we carried out the following work: R for the reporting entity and the controlled entities, we implemented survey-based analytical procedures to verify the calculation and consolidation of this information; R for the locations selected according to their operations, contribution to consolidated indicators, establishments and a risk analysis (“the Entities”), we: R conducted interviews to ensure the correct application of procedures and obtain information for running our checks; R ran detailed survey-based tests to check performed calculations and reconcile data with supporting documents.
The Entities which were audited account for 82% of headcount, between 56% and 100% of selected environmental Data for the France scope and 100% of selected corporate Data.
3.2 STRUCTURE OF THE CORPORATE AND EXECUTIVE BODIES 73 3.2.1 Board of Directors at March 1, 2013 73 3.2.2 Senior Management at March 1, 2013 75 3.2.3 Senior Management Committee and Executive Committee 75 3.2.4 List of corporate offi cers’ positions 76 3.3 ROLE AND OPERATING RULES OF THE CORPORATE BODIES 102 3.3.1 Board of Directors 102 3.3.2 Specialized Committees: extensions of the Board of Directors 108 3.3.3 Senior Management 112 3.3.4 General Shareholders’ Meetings 113 3.4 POLICIES AND RULES FOR DETERMINING COMPENSATION AND BENEFITS OF ALL KINDS PAID TO MEMBERS OF THE CORPORATE BODIES 115
The information it contains takes into consideration, in particular, Annex I of European Regulation (EC) 809/2004 of April 29, 2004 as well as the 2009 Autorité des Marchés Financiers (AMF - French Financial Markets Authority) report on corporate governance and internal control published on July 12, 2010 and the supplementary report of December 7, 2010, the AMF’s 2011 report on corporate governance and management compensation published on December 13, 2011, the AMF’s 2012 report on corporate governance and management compensation published on October 11, 2012, and the Guide for compiling registration documents, also published by the AMF on December 10, 2009, updated on December 20, 2010.
Separation of duties of the Chairman of the Board of Directors and the Chief Executive Offi cer Recommendations applied
Accounts Committee Recommendation not followed regarding provisions on its composition, see paragraph 3.3.2.1
Selection Committee or Appointments Committee Recommendation not followed regarding provisions on its composition, see paragraph 3.3.2.2
Compensation Committee Recommendation not followed regarding provisions on its composition, see paragraph 3.3.2.2
Mr. François Pérol Date of birth: 11 .06. 1963 Nationality: French Natixis shares held: 60,000
Member, Appointments and Compensation Committee First appointed: Board Meeting of 02. 22. 2011 Term expires: 2015 AGM (b)
Mr. Thierry Cahn Date of birth: 09. 25. 1956 Nationality: French Natixis shares held: 1,000
Mr. Alain Condaminas Date of birth: 04. 06. 1957 Nationality: French Natixis shares held: 1,000
Director First appointed: OGM of 05. 29. 2012 Term expires: 2018 A GM (c)
Member, Appointments and Compensation Committee First appointed: O GM of 05. 29. 2012 Term expires: 2018 AGM (c)
Ms. Laurence Debroux * Date of birth: 07. 25. 1969 Nationality: French Natixis shares held: 1,000
Chairman, Strategic Committee First appointed: Board Meeting of 05. 11. 2011 Term expires: 2015 AGM (b)
Director First appointed: CS M of 04. 30. 2009 Term expires: 2015 AGM (b)
Director First appointed: O GM of 05.29.2012 Term expires: 2018 AGM (c)
Chief Executive Offi cer of Banque Populaire Massif Central 18, bd Jean Moulin 63057 Clermont –Ferrand Cedex 1
Director First appointed: Co-opted by the Board on 11.12.2009 and ratifi ed at the CS M of 05.27.2010 Term expires: 2015 AGM (b)
Ms. Stéphanie Paix Date of birth: 03.16.1965 Nationality: French Natixis shares held: 1,093
Director First appointed: CS M of 04.30.2009 Term expires: 2015 AGM (b)
Member, Appointments and Compensation Committee First appointed: Board Meeting of 04.30.2009 Term expires: 2015 AGM (a )
Chairman, Management Board, Caisse d’Epargne Bretagne – Pays de Loire Member of BPCE Supervisory Board 2, place Graslin 44911 Nantes Cedex 9
Mr. Pierre Valentin Date of birth: 02.06.1953 Nationality: French Number of shares: 496
Director First appointed: Co-opted by the Board on 01.28.2013 Term expires: 2015 AGM (b)
(a) A brief résumé of each of Natixis corporate offi cers as well as a list of the offi ces held in 2012 and in previous years appears in section [3.2.4].
Mr. Laurent Mignon Date of birth: 12.28.1963 Nationality: French Natixis shares held: 1,000
Mr. Laurent Mignon Chief Executive Offi cer Chairman of the Board
Mr. Olivier Perquel Wholesale Banking – Financing and Market Solutions (FSM)
R MEMBERS OF THE EXECUTIVE COMMITTEE (COMEX) AT MARCH 1, 2013
Mr. Stéphane Caminati SFS – Compagnie Européenne de Garanties et Cautions
Mr. Christophe Lanne Wholesale Banking / FSM – Financing Portfolio Management and GTB – GAPC
Vincent Bolloré (born April 1, 1952) Chief Executive Offi cer of the Bolloré group which he has chaired since the early ‘80s, Vincent Bolloré was also an Independent Director at Natixis until late 2012. Armed with a doctorate in law, he began his career in 1970 with the Bank of the European Union before joining La Compagnie Financière Edmond de Rothschild in 1975. In 1981, he took over the family-operated paper company, which he quickly diversifi ed into the industry’s paper and tobacco segments, and then ocean freight, logistics and trade in Africa, plantations, energy and, more recently, communications and media.
FRANCE Chairman of the Board of Directors and Chief Executive Officer of: Bolloré (1), Bolloré Participations Chairman of the Board of Directors of: Havas (1), Financière de l’Odet (1)
Permanent Representative of Bolloré, member of the Board of Directors of: Fred et Farid Paris, Fred et Farid Group
(formerly Intercultures), Liberian Agricultural Company (LAC ), Plantations Nord Sumatra Limited, Plantations des Terres Rouges (1), Bolloré Africa Logistics Gabon (formerly SDV Gabon), Bolloré Africa Logistics Sénégal (formerly SDV Sénégal), Socfi n KCD, Socfi n (1), Socfi nasia (1), Socfi nco, Socfi ndo, S ociété de Gestion pour le Caoutchouc et les Oléagineux (Sogescol) Managing Director of: Nord Sumatra Investissements, Financière du Champ de Mars Permanent Representative of Bolloré Participations, member of the Board of Directors of: Bolloré Africa Logistics Cameroun, Bolloré Africa Logistics Congo (formerly SDV Congo), SAFA Cameroun (1), Société Camerounaise de Palmeraies (1) (Socapalm), Palmeraies du Cameroun (Palmcam), Société des Caoutchoucs de Grand Bereby – SOGB (1) , Bereby Finances Co-Manager of: Brabanta
FRANCE Chief Executive Officer of: Sofi bol (until 12.20.2012) Member of the Board of: Natixis (1) (until 12.12.2012), Direct 8 (until 09.27.2012), Bolloré MédiaDigital (formerly Direct Soir, until 06.29.2012), Sofi bol (until 12.20.2012) Permanent Representative of Bolloré, member of the Board of Directors of: Bolloré Média (until 12.31.2012) INTERNATIONAL Member of the Board of: Mediobanca (1) (until 04.24.2012)
FRANCE Member of the Board of: Natixis Chairman and Chief Executive Officer of: Bolloré, Bolloré Participations Chairman of the Board of Directors of: Havas, Financière de l’Odet Chairman of: VEPB Chief Executive Officer of: Sofi bol, Omnium Bolloré, Financière V Member of the Board of: Batscap, Bolloré, Bolloré Participations, Direct 8, Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Havas, Havas Média France, Matin Plus, Omnium Bolloré, Sofi bol, VEPB Permanent Representative of Bolloré Participations, member of the Board of Directors of: Compagnie des Tramways de Rouen, Société Anonyme Forestière et Agricole (SAFA ), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, IER (until 04.16.2010) Permanent Representative of Bolloré Participations, member of the Supervisory Board of: Compagnie du Cambodge Permanent Representative of Bolloré, member of the Board of Directors of: Bolloré Média, Fred et Farid Paris
Permanent Representative of Bolloré, member of the Board of Directors of: Bolloré Média (starting 12.17.2009), Fred et Farid Paris (formerly FFL Paris) Permanent Representative of Havas, member of the Board of Directors of: Médiamétrie (until 11.13.2009)
Permanent Representative of Bolloré, member of the Board of Directors of: Fred et Farid Paris Permanent Representative of Havas, member of the Board of Directors of: Médiamétrie
Member of the Board of: BB Group, Centrages, Champ de Mars Investissements, Financière Nord Sumatra, Generali (1), Socfi naf (1) (formerly Intercultures), Liberian Agricultural Company (LAC ), Mediobanca (1), Plantations Nord Sumatra Limited, Plantations des Terres Rouges (1), SDV Gabon, Bolloré Africa Logistics Sénégal (formerly SDV Sénégal), Socfi n KCD, Socfi n (formerly Socfi nal ), Socfi nasia (1), Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc and les Oléagineux (Sogescol) Managing Director of: Nord Sumatra Investissements, Financière du Champ de Mars Permanent Representative of Bolloré Participations, member of the Board of Directors of: Bolloré Africa Logistics Cameroun, SDV Congo, SAFA Cameroun, Socapalm (1)
(Société Camerounaise de Palmeraies), Palmcam (Société des Palmeraies du Cameroun), Société des Caoutchoucs de Grand Bereby – SOGB (1), Bereby Finance Co-Manager of: Brabanta
INTERNATIONAL Chairman of: Champ de Mars Investments, Financière Nord Sumatra, Nord Sumatra Investissements and Financière du Champ de Mars Vice President of: Société des Caoutchoucs du Grand Bereby (SOGB), Bereby Finances Member of the Board of: BB Group, Centrages, Champ de Mars Investissements, Financière Nord Sumatra, Intercultures, Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses (until 01.27.2008), SDV Gabon, SDV Sénégal, Socfi naf Cy Ltd, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Socfi n KCD Managing Director of: Nord Sumatra Investissements, Financière du Champ de Mars Permanent Representative of Bolloré Participations, member of the Board of Directors of: Bereby Finance, SDV Cameroun, SDV Congo, SAFA Cameroun, Société des Palmeraies du Cameroun, Palmeraies du Cameroun, Société des Palmeraies de la Ferme Suisse, Société des Caoutchoucs du Grand Bereby (SOGB) Manager of: Huilerie de Mapangu SPRL
Christel Bories (born on May 20, 1964) Christel Bories is Deputy Chief Executive Offi cer of IPSEN and an i ndependent d irector of Natixis. A graduate of the École des Hautes Études Commerciales (HEC), Christel Bories fi rst practiced as a strategy consultant at Booz Allen & Hamilton and then moved to Corporate Value Associates (1986-1993). Next, she joined the Union Minère group as Director of Strategy and Control (1993-1995). She later joined the Péchiney group where she was successively a member of the Executive Committee, Director of Strategy and Management Control (1995-1998), and Director of Packaging (1999-2003). Chairman and CEO of Alcan Packaging (2003-2006), then of Alcan Engineered Products (20062010 ), she was, at the same time, a member of the Executive Committee of Alcan, then a member of the Executive Committee of Rio Tinto Alcan. Then she became CEO of Constellium in 2011. She chaired the Executive Committee of the European Aluminium Association between 2007 and 2009 . Christel Bories has in-depth experience with strategic and industrial issues. Her grasp of the issues related to transforming and restructuring businesses is paired with strong international skills. She brings all of these abilities to the Board.
Member of: AFEP Member of: the Women Forum Member of: the Women Corporate Directors (WCD) Member of the Board of: Atlas COPCo AB, Sweden Senior Vice President of: Rio Tinto Member of the Executive Committee of: Rio Tinto Alcan Member of the Executive Committee of: the EAA (European Aluminium Association) Member of: the Cercle de l’Industrie (Association of the Chairmen of the leading French industrial companies)
Senior Vice President of: Rio Tinto Member of: the Cercle de l’Industrie (Association of the Chairmen of the leading French industrial companies) Member of the Executive Committee of: Rio Tinto Alcan Member of the Board of: Atlas COPCo AB, Sweden Chairman of: the EAA (European Aluminium Association)
Chairman of the Board of Directors of: Banque Populaire d’Alsace Member of the Supervisory Board of: BPCE Member of the Board of: Natixis (1) (since 01.28.2013) Member of the Supervisory Board of: Banque Palatine (1)
Member of BPCE Supervisory Board Chairman of the Board of Directors of: Banque Populaire d’Alsace Member of the Board of: Banque Fédérale des Banques Populaires Member of the Supervisory Board of: Foncia Groupe
Non-v oting member of the Supervisory Board of: BPCE (until 06.26.2012) Member of the Board of: Natixis Interépargne (until 06.29.2012) Permanent Representative of BP Occitane, member of the Supervisory Board of: ABP IARD (until 07.10.2012)
Non-v oting member of the Supervisory Board of BPCE Chief Executive Officer of Banque Populaire Occitane Chairman of: GIE Carso Matériel Member of the Board of: Natixis Asset Management, Natixis Securities, Société Marseillaise de Crédit (SMC) Permanent Representative of BP Occitane, Vice-Chairman of the Board of Directors of: CELAD S.A. Permanent Representative of BP Occitane, member of the Board of Directors of: i-BP, IRDI Permanent Representative of BP Occitane, member of the Supervisory Board of: SOTEL , ABP IARD, Latecoere Permanent Representative of BP Occitane, Manager of: SNC Immocarso
Member of the Supervisory Board of: BPCE (since 07.30.2009) Member of the Board of: Natixis (since 11.12.2009) Chief Executive Officer of: Banque Populaire Rives de Paris Chairman and Chief Executive Officer of: Sud Participation S.A.
Chairman of the Board of Directors of: Turbo S.A. Member of the Board of: Banque Privée 1818 (since 06.30.2009), Coface, Natixis Assurances, Natixis Private Banking, Natixis Private Equity, Société Marseillaise de Crédit (SMC), Banque Populaire corporate foundation Permanent representative of Banque Populaire Rives de Paris, member of the Board of Directors of: i-BP (ViceChairman ) Chairman of: SAS Sociétariat Banque Populaire Rives de Paris
Chairman of the Board of Directors of: Turbo S.A. Member of the Board of: Coface, Natexis Assurances, Natexis Private Banking, Natexis Private Equity, Société Marseillaise de Crédit (SMC), Banque Populaire corporate foundation Permanent representative of Banque Populaire Rives de Paris, member of the Board of Directors of: i-BP (ViceChairman ) Chairman of: SAS Sociétariat Banque Populaire Rives de Paris
Member of the Management Board - Chief Executive Officer (Finance & Administration), JCDecaux Member of the Board of: Média Aéroports de Paris (SAS), JCDecaux Bolloré Holding (SAS) Member of the Supervisory Board of: Médiakiosk (SAS)
Member of the Management Board - Chief Executive Officer (Finance & Administration), JCDecaux Member of the Board of: Média Aéroports de Paris (SAS) (since 09.07.2011), JCDecaux Bolloré Holding (SAS) (since May 2011) Member of the Supervisory Board of: Médiakiosk (SAS) (since 11.30.2011)
Member of the Board of: Natixis (since 04.01.2010) Member of the Management Board - Chief Financial & Administrative Officer of: JC Decaux Member of the Management Board – Chief Executive Officer of: Merial Ltd (until 05.19.2010)
Chairman of: Sanofi 1 (until 07.24.2009) Chief Executive Officer of: Sanofi Aventis Europe (until 07.28.2009), Sanofi Aventis Participations (until 07.24.2009) Member of the Board of: Sanofi Pasteur Holding (until 09.11.2009) Manager of: Sanofi 4 (until 09.11.2009), Sanofi Aventis North America (until 07.24.2009) Member of the Board of: Merial Ltd (since 03.02.2009), Zentiva NV (from 04.03.2009 to 09.22.2009)
Member of the Supervisory Board of: Fonds de Garanties des Dépôts (2)
Member of the Board of: BPCE International et Outre- Mer (BPCE IOM)
Chief Financial Officer and Member of the Management Board of: BPCE (until 11.21.2012) Deputy CEO of: CE Holding Promotion Chairman of the Audit Committee of: CF F (until 12.11.2012) Permanent Representative of BPCE on the Boards, Natixis (1) (until 12.12.2012), Crédit Foncier de France (until 12.11.2012), CE Holding Promotion
Chief Financial Officer and Member of the Management Board of: BPCE (since 07.31.2009) Permanent Representative of BPCE on the Board of Directors of: Natixis (since 08.25.2009) Deputy CEO of: CE Participations (since 07.31.2009), BP Participations (since 07.31.2009) Member of the Board of: Financière Océor (since 07.15.2009) Permanent representative of CE Participations on the Board of Directors of: Crédit Foncier de France (since 10.15.2009) Chairman of the CFF Audit Committee (since 10.15.2009)
Member of the Supervisory Board of: BPCE Member of the Board of: Natixis Chairman of the Board of Directors of: BRED Banque Populaire, Natixis Pramex International, SPIG, Natixis Institutions Jour Chairman of the Supervisory Board of: Banque Internationale de Commerce-BRED (Bic-BRED) Chairman of: BRED Gestion, Cofi bred, Agence Banque Populaire pour la Coopération et le Développement, Bureau International-Forum Francophone des Affaires Member of the Board of: Coface (until 10.07.2010), Natixis Algeria (until 12.31.2010), Natixis Pramex International Milan, Société Marseillaise de Crédit (until 09.21.2010), Thales, BGF+, Promépar Gestion, BRED Cofi lease, Prépar IARD Member of the Supervisory Board of: Prépar-Vie Representative of BRED Banque Populaire on the Board of Directors of: BICEC , BCI (Banque Commerciale Internationale)
Chief Executive Officer of Banque Populaire Massif Central Member of the Supervisory Board of: BPCE (since 04.04.2012) Member of the Board of: Natixis (1) (since 05.29.2012), Crédit Foncier de France (since 05.10.2012), Cie Européenne de Garanties et Cautions, Oseo, Association Les Elles de BPCE (since 02.1.2012) Permanent Representative of Banque Populaire Massif Central, Chairman of: Sociétariat BPMC SAS Permanent Representative of Banque Populaire Massif Central, member of the Board of: Association des BP pour la C réation d’E ntreprise, i-BP Permanent Representative of Banque Populaire Massif Central, member of the Committee of: Banques d’Auvergne
Chief Executive Officer of: Natixis Factor (until 01.10.2011) Chief Executive Officer of: Banque Populaire du Massif Central Member of the Board of: Compagnie Européenne de Garanties et Cautions (since 10.27.2011), Oseo S.A. Member of the Supervisory Board of: Foncia Groupe (until 07.26.2011) Permanent representative of Banque Populaire Massif Central, Chairman of Sociétariat BPMC SAS Permanent representative of Banque Populaire Massif Central, member of the Board of: Association des BP pour la C réation d’E ntreprise, IBP S.A.
Chief Executive Officer of: Banque Populaire du Massif Central (since 09.01.2010) Chief Executive Officer of: Natixis Factor Member of the Board of: Oseo (since 12.07.2010) Member of the Supervisory Board of: Foncia Groupe (since 11.02.2010) Permanent representative of BP Massif Central, member of the Board of: IBP (since 09.01.2010), BICEC (since 09.01.2010)
Member of the Supervisory Board of: BPCE (since 07.31.2009) Member of the Supervisory Board (until 04.30.2010) and Member of the Board of Directors of: Natixis Chief Executive Officer of: Banque Populaire Bourgogne Franche-Comté Member of the Board of: Natixis Assurances, Natixis Lease (Vice-President), Natixis Paiements, Banque de Savoie, BP Participations, IPMPE Permanent representative of Banque Populaire Bourgogne Franche-Comté on the Board of Directors of: i-BP, Association des Banques Populaires pour la Création d’Entreprise
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Daniel Karyotis (born February 9, 1961) Daniel Karyotis has been Chief Finance, Risk and Operations Offi cer and a member of the Management Board of BPCE since December 1, 2012. With a degree from the Institut d’Études Politiques in Paris and the Centre de perfectionnement à l’analyse fi nancière and a postgraduate degree in fi nancial and economic analysis, Daniel Karyotis began his career with Société Générale on the fi nancial markets. From there, he moved to Standard & Poor’s and the banking sector, then joined the Caisse d’Epargne Champagne-Ardenne (CECA) where he held different management positions between 1992 and 1997. A member of the Management Board and Chief Executive Offi cer of the Caisse d’Epargne du Pas-de-Calais from 1998 to 2001, he was appointed Chairman of the Management Board of the CECA in January 2002. In February 2007, he became Chairman of the Management Board of Banque Palatine. In addition, Daniel Karyotis is a member of the Société F rançaise des A nalystes F inanciers ( SFAF – French Society of Financial Analysts).
An expert in banking management, Daniel Karyotis brings his immense experience as a leader in Groupe BPCE to the Board of Directors of Natixis.
Chairman of the Management Board of: Banque Palatine (until 12.01.2012) Chairman of the Supervisory Board of: Palatine Asset Management (until 12.04.2012) Member of the Board of: Acxior Corporate Finance (until 12.20.2012), Coface (until 11.23.2012) Permanent representative of Banque Palatine, member of the Supervisory Board of: GCE Capital (until 12.18.2012) Permanent representative of Banque Palatine, member of the Board of Directors of: Palatine Etoile 9 (until 12.18.2012), OCBF (until 12.18.2012)
Chairman of the Management Board of Banque Palatine Chairman of the Supervisory Board of: Palatine Asset Management Vice-Chairman of the Board of Directors of: Eurosic Member of the Board of: Coface Permanent representative of Banque Palatine, member of the Supervisory Board of: GCE Capital Permanent representative of Banque Palatine, member of the Board of Directors of: OCBF
Chairman of the Management Board of Banque Palatine Chairman of: Trade Exploitation Chairman of the Supervisory Board of: Palatine Asset Management Vice-Chairman of the Board of Directors of: Eurosic Member of the Board of: Coface, Natixis Epargne Financière, Natixis Epargne Financière Services Permanent representative of Banque Palatine, member of the Supervisory Board of: GCE Capital Permanent representative of Banque Palatine, member of the Board of Directors of: OCBF
Chairman of the Management Board of Banque Palatine Chairman of: Trade Exploitation Chairman of the Supervisory Board of: Palatine Asset Management Chairman of the Supervisory Board of: Eurosic Vice-Chairman of the Board of Directors of: Cicobail Member of the Board of: Coface, BPCE IOM, Natixis Epargne Financière, Natixis Epargne Financière Services Permanent representative of Banque Palatine, member of the Supervisory Board of: Banque Privée 1818, GCE Capital Permanent representative of Banque Palatine, member of the Board of Directors of: OCBF
Olivier Klein (born June 15, 1957) Olivier Klein was a Member of the Board of Natixis until November 14, 2012. With a degree from the École Nationale de la Statistique et de l’Analyse Économique (Ensae) and from HEC in fi nance, he began his career with Groupe BPCE in 1985.
Chief Executive Officer of: BRED Banque Populaire (since 09.28.2012) Chief Executive Officer of: BIC BRED (since 10.02.2012), Cofi bred (since 11.16.2012) Chairman of: Perspectives et P articipations SAS (since 10.23.2012) Chairman of the Board of Directors of: Promepar Gestion (since 10.04.2012) Member of the Board of: Prepar IARD (since 12.11.2012), Natixis Global Asset Management (since 12.11.2012), Natixis Asset Management (since 12.11.2012) and Nexity (1)
Member of the Supervisory Board of: Prepar Vie (since 12.11.2012) Permanent representative of BPCE, member of the Board of Directors of: SAS Ecureuil Vie Développement, i-BP Permanent representative of BRED, member of the Board of Directors of: BCI Mer Rouge, BCI, Cofi bred, Sofi ag, Sofi der Permanent representative of Cofibred, member of the Board of Directors of: Click and Trust
Member of the Management Board of: BPCE – Banque Commerciale and Assurances (until 10.03.2012) Member of the Supervisory Board of: Socfi m (until 11.05.2012), Banque Palatine (until 11.28.2012) Member of the Board of: Natixis (1) (until 11.14.2012), Crédit Foncier de France (until 11.13.2012), BPCE International et Outre-Mer (BPCE IOM) (until 12.05.2012), Banque Privée 1818 (until 11.07.2012), CNP Assurances (1) (until 11.05.2012), Sopassure (until 11.05.2012), Neptune Technologies (2) (until 05.18.2012), ENS Lyon (2) (until 03.19.2012) Member of the Supervisory Board of: Socfi m (until 11.28.2012), Banque Palatine (until 10.25.2012),
Member of the Management Board of: BPCE – Banque Commerciale and Assurances (since 04.07.2010) Member of the Board of: Natixis Chairman of the Management Board of: Caisse d’Epargne Rhône Alpes (until 06.30.2010) Chairman of the Board of Directors of: Rhone-Alpes PME Gestion (until September 2010) Member of the Board of: Crédit Foncier de France (since 04.26.2010), BPCE IOM (since 03.17.2010), Banque Privée 1818 (since 09.30.2010), CNP Assurances (since 04.22.2010), Sopassure (since 04.22.2010), ENS Lyon, Neptune Technologies, Coface (until 09.30.2010), Natixis Global Asset Management (until 09.30.2010), Natixis Financement (until 09.30.2010) Member of the Supervisory Board of: Banque Palatine (since 05.26.2010), GCE Capital (since 04.06.2010), Socfi m (since 05.10.2010) Permanent representative of CE Participations on the Supervisory Board of : Compagnie des Alpes (until 07.28 .2010) Permanent representative of CERA on the Supervisory Board of: Société des Trois Vallées, GCE Business Services (until July 2010) Permanent representative of BPCE on the Board of Directors of: SAS Ecureuil Vie Développement (since 04.15.2010), GCE Business Services, i -BP
Chairman of the Supervisory Board of: Rhône-Alpes PME Gestion Member of the Board of: Natixis, Coface, Natixis Consumer Finance (until 12.31.2009), Natixis Global Asset Management, Natixis Financement, Neptune Technologies Member of the Supervisory Board of: Lq Compagnie 1818 (until 06.30.2009) Permanent representative of CE Participations on the Supervisory Board of : Compagnie des Alpes Permanent representative of CERA on the Supervisory Board of: Société des Trois Vallées, GCE Business Services
Member of the Supervisory Board of: Natixis Chairman of the Management Board of: Caisse d’Epargne Rhône-Alpes Chairman of the Supervisory Board of: Rhône-Alpes PME Gestion Member of the Board of: Coface, Natixis Consumer Finance, Natixis Financement, Natixis Global Asset Management, Neptune Technologies Member of the Supervisory Board of: L a Compagnie 1818 – Banquiers Privés Permanent representative of CERA on the Supervisory Board of : Fédération Nationale des Caisses d’Epargne Permanent representative of the CNCE on the Supervisory Board of: Compagnie des Alpes Permanent representative of CERA on the Supervisory Board of: GCE Business Services, Société des Trois Vallées Permanent representative of CERA: Manager of Terrae
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Laurent Mignon (born December 28, 1963) Laurent Mignon has been Chief Executive Offi cer of Natixis since May 14, 2009, and a member of BPCE’s Management Board since February 17, 2013. A graduate of HEC and the Stanford Executive Program, Laurent Mignon worked for more than 10 years in various positions at Banque Indosuez, from the trading fl oor to corporate banking. In 1996, he joined Schro ders Bank in London, then AGF in 1997 as Chief Financial Offi cer and was appointed to the Executive Committee in 1998. He took charge in 2002 of Investments, Banque AGF, AGF Asset Management, AGF Immobilier, and then in 2003, the Life and Financial Services and Credit Insurance divisions. From September 2007 to May 2009, he was associate Manager at Oddo et Cie alongside Philippe Oddo.
Chairman of: Coface S.A. (since 11.22.2012) Permanent Representative of Natixis, n on-voting member of the Board of Directors of: BPCE
Chairman of the Board of Directors of: Compagnie française d’assurance pour le commerce extérieur (from 05.15.2012 to 12.19.2012) Chairman of: SAS Coface Holding (until 11.21.2012) Permanent representative of Natixis, member of the Board of Compagnie française d’assurance pour le commerce extérieur (until 05.15.2012)
Chairman of the Board of Directors of: Natixis Global Asset Management Member of the Board of: Sequana, Arkema, Lazard Ltd Chairman of: SAS Coface Holding Permanent representative of Natixis, member of the Board of: Coface Permanent representative of Natixis, non-voting member of the Board of: BPCE
Chief Executive Officer of: Natixis Member of the Board of: Natixis Global Asset Management (until 09.01.2010 then Chairman of the Board of Directors), Coface (until 10.15.2010 then permanent representative of Natixis on the Board of Directors), Sequana, Arkema, Lazard Ltd Chairman of: SAS Coface Holding Non-voting member of the Board of: BPCE (Permanent representative of Natixis)
Managing Partner, Oddo et Cie Chairman and Chief Executive Officer of: Oddo Asset Management Chairman of the Supervisory Board of: Oddo Corporate Finance Member of the Supervisory Board of: Banque P ostale G estion P rivée Permanent representative of Oddo et Cie, Managing Partner of Oddo Corporate Finance
INTERNATIONAL Chairman of: Centaurus Capital Limited Member of the Board of: Centaurus Capital Holdings Limited, Centaurus Global Holding Limited, Centaurus Management Company Limited, Centaurus Capital International Limited, Tigers Alliance Fund Management (Vietnam) Member of the Supervisory Board of: HLD Trustee of: École Polytechnique Charitable Trust Member of the Advisory Board of: Ondra Partners
FRANCE Member of the Board of: Natixis INTERNATIONAL Chairman of: Centaurus Capital Limited Member of the Board of: Centaurus Capital Holdings Limited, Centaurus Global Holding Limited, Centaurus Management Company Limited, Tigers Alliance Fund Management (Vietnam) (since 07.01.2010) Trustee of: École Polytechnique Charitable Trust Member of the Advisory Board of: Ondra Partners
FRANCE Member of the Board of: Natixis (starting November 12, 2009) INTERNATIONAL Chairman of: Centaurus Capital Limited Member of the Board of: Centaurus Capital Holdings Limited, Centaurus Global Holding Limited, Centaurus Management Company Limited Trustee of: École Polytechnique Charitable Trust Member of the Advisory Board of: Ondra Partners Offices below ended on 09.18.2009 Member of the Board of: Centaurus Alpha Master Fund Limited, Centaurus Alpha Fund Limited, Centaurus Capital International Limited, Centaurus International Risk Arbitrage Master Fund Limited (formerly Centaurus Kappa Master Fund Limited), Centaurus International Risk Arbitrage Fund Limited (formerly Centaurus Kappa Fund Limited), Centaurus Asia Pacifi c Opportunities Master Fund Limited (formerly Centaurus Omega Fund Limited), Centaurus Asia Pacifi c Opportunities Fund Limited (formerly Centaurus Omega Fund Limited)
INTERNATIONAL Chairman of: Centaurus Capital Limited Member of the Board of: Centaurus Alpha Master Fund Limited, Centaurus Alpha Fund Limited, Centaurus Capital International Limited Centaurus International Risk Arbitrage Master Fund Limited (formerly Centaurus Kappa Master Fund Limited), Centaurus International Risk Arbitrage Fund Limited (formerly Centaurus Kappa Fund Limited), Centaurus Asia Pacifi c Opportunities Master Fund Limited (formerly Centaurus Omega Fund Limited), Centaurus Asia Pacifi c Opportunities Fund Limited (formerly Centaurus Omega Fund Limited), Centaurus Capital Holdings Limited, Centaurus Global Holdings Limited, Centaurus Management Company Limited Trustee of: École Polytechnique Charitable Trust, Maison de l’Institut de France in London
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Stéphanie Paix (born March 16, 1965) Stéphanie Paix has been Chairman of the Management Board of the Caisse d’Epargne Rhône-Alpes since end-2011. A graduate of the IEP de Paris with a DESS in corporate tax law from the Université Paris Dauphine, Ms. Paix has been with Groupe BPCE since 1988. Inspector and Head of Mission at the Banque Fédérale des Banques Populaires (1988-1994), she joined the Banque Populaire Rives de Paris as Regional Director and then Director of Production and Organization (1994-2002). In 2002, she joined Natexis Banques Populaires, where she was Director of Operations Management and then Director of Cash Management and Operations (2002-2005). In 2006, she became Chief Executive Offi cer of Natixis Factor, then Chief Executive Offi cer of the Banque Populaire Atlantique (2008-2011). With her substantial experience in both the Banque Populaire and Caisse d’Epargne networks and in Natixis’ business lines, Stéphanie Paix also provides the Board of Directors with her bank audit, factoring, cash management and operations management expertise.
Chief Executive Officer of Banque Populaire Atlantique (since 2008) Member of the Board of Natixis Algérie, Coface Assicurazioni Representative of Banque Populaire Atlantique, Chairman of Ludovic de B esse, Representative of Banque Populaire Atlantique, member of the Board of Directors of: i-BP, Natixis Assurances, Portzamparc Representative of Banque Populaire Atlantique, member of the Supervisory Board of: Atlantique Mur Régions, Ouest Croissance Gestion Representative of Banque Populaire Atlantique, e x-officio member of: Crédit Maritime Atlantique Representative of Banque Populaire Atlantique, Treasurer of: Comité des Banques de P ays de la Loire FBF
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Didier Patault (born February 22, 1961) Chairman of the Management Board of Caisse d’Epargne Bretagne-Pays de Loire since 2008, Didier Patault is also a m ember of the Supervisory Board of BPCE. A graduate of the École Polytechnique and the École Nationale de la Statistique et de l’Administration Économique (ENSAE), Didier Patault, after starting out at the Caisse des Dépôts et Consignations, has been with Groupe BPCE since 1992. After holding various fi nancial and sales positions at the Caisse d’Epargne des Pays du Hainaut (1992-1999), in 1999 he joined the Caisse Nationale des Caisses d’Epargne as Director of Financial Activities in charge of the Group’s development strategy on the local economic markets of the CNCE. In 2000, he was appointed Chairman of the Management Board of the Caisse d’Epargne des Pays du Hainaut, and then Chairman of the Management Board of the Caisse d’Epargne des Pays de la Loire (2004-2008).
Second Vice-Chairman of the Supervisory Board of: Natixis Chairman of the Management Board of: Caisse d’Epargne et de Prévoyance de Bretagne Pays de Loire (since 04.11.2008) Chairman and Chief Executive Officer of: SODERO Chairman of the Supervisory Board of: SODERO Gestion, BATIROC Bretagne – Pays de Loire, Grand Ouest Gestion (Permanent Representative of SODERO Participations) Chairman of the Board of Directors of: SODERO Participations, Mancelle d’Habitation, S.A. des Marchés de l’Ouest Member of the Supervisory Board of: GCE Capital, GCE Business Services (Permanent Representative of CEBPL), GIRCE Ingénierie (Permanent Representative of CEBPL) (until 07.01.2008) Member of the Board of: Pays de la Loire Développement (Permanent Representative of CEBPL), SEMITAN (Permanent Representative of CEBPL), NAPF (Permanent Representative of CEBPL), Compagnie de Financement Foncier SCF, Oterom Holding (until 12.11.2008), Meilleur taux (until 12.11.2008) GIRCE Stratégie (Permanent Representative of CEBPL) up to 07.01.2008, Caisse d’Epargne Group University (until 06.16.2008), FNCE
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies François Pérol (born November 6, 1963) François Pérol has been Chairman of the BPCE Management Board and Chairman of the Natixis Board of Directors since 2009. He is a graduate of HEC and the Institut d’Études Politiques de Paris. After graduating from ENA, François Pérol started his career at the Inspection Générale des Finances (French General Inspectorate of Finance ). He was later Rapporteur (1994) and then Undersecretary General (1995-1996) for the Interministerial Committee on Industrial Restructuring (CIRI ). Head of the Financial Markets Offi ce to the Treasury Department (1996-1999), he was appointed Corporate Secretary of the Club de Paris (1999-2001), then Assistant Director of Financing and Corporate Development (2001-2002). He occupied the position of Deputy Chief of Staff for the Minister of the Economy, Finance and Industry (2002-2004). Subsequently he became Managing Partner of Rothschild & Cie Banque (2005-2007), then Deputy General Secretary to the Offi ce of the French President (2007-2009). François Pérol brings the Board his in-depth knowledge of the economic and fi nancial sector, regulatory mechanisms and the markets as well as his very high-level experience with national and international public authorities. He also has BPCE-specifi c experience, because he carried out the creation of BPCE as well as the defi nition and implementation of the “Together” strategic plan . At present he is working on defi ning Groupe BPCE’s strategic plan, which will be announced in 2013.
Chairman of the Management Board of: BPCE Chairman of the Board of Directors of: Natixis (1), Crédit Foncier de France Chairman of: CE Holding Promotion Vice-Chairman of the Board of Directors of: Crédit Immobilier et Hôtelier (Morocco) Member of the Board of: Natixis (1), Crédit Foncier de France, CNP Assurances (1), Sopassure, Crédit Immobilier et Hotelier-CIH (Maroc), Musée d’Orsay (2)
Member of the Executive Committee of: Fédération Bancaire Française (FBF – French Banking Federation) Permanent Representative of BPCE, Managing Partner of: SCI Ponant plus
Chairman of the Management Board of: BPCE (since 07.31.2009), Caisse Nationale des Caisses d’Epargne – CNCE (until 07.31.2009) Chief Executive Officer of: BP Participations (since 02.26.2009), CE Participations (since 07.31.2009) Chairman of the Board of Directors of: Natixis (since 04.30.2009), Financière Océor (since 07.15.2009) Chairman of the Supervisory Board of: Foncia Groupe (since 09.10.2009) Vice-Chairman of the Executive Committee of: Fédération Bancaire Française (since 07.08.2009) Member of the Board of: BP Participations, CE Participations (since 07.31.2009), CNP Assurances (since 04.21.2009), Sopassure (since 03.23.2009), Crédit Immobilier et Hotelier-CIH (Morocco) (since 05.28.2009)
FRANCE Member of the Board of: Natixis Chairman & CEO of: EDF Chairman of the Board of Directors of: Veolia Environnement (until 12.12.2010), Veolia Propreté, Veolia Transport Member of the Board of: Dassault Aviation, CNP Assurances, Veolia Environnement (since 12.16.2010), EDF International (since 12.06.2010) Member of the Supervisory Board of: Veolia Eau and Boards A and B of Dalkia (SAS) (until 03.23.2010) Member of: the High Commission for Transparency and Information on Safety in Nuclear Facilities, the National Commission for Sectors of Vital Importance, the Committee for Atomic Energy. INTERNATIONAL Chairman of: EDF Energy Holdings Ltd (since 03.08.2010) Chairman of the Board of Directors of: Transalpina di Energia (since 02.08.2010) Member of the Board of: Veolia Environnement North America Operations (until 09.13.2010) Member of the Board of: FCC Espagne (since 05.27.2010) and Edison (since 02.08.2010)
Member of the Management Board of: BPCE – Operations Member of the Board of: Natixis (1)
Chairman of the Board of Directors of: Albian-IT, i-BP Member of the Board of: Partecis, ICDC (until March 2011), BPCE Achats Permanent representative of BPCE, member of the Board of Directors of: Natixis Paiements Permanent representative of BPCE, member of the Supervisory Board of: GCE IT-CE (formerly GCE Technologies), GCE Business Services (until December 2011) (absorbed by GCE IT-CE, formerly GCE Technologies)
Deputy CEO of: BPCE – Operations Chairman and Chief Executive Officer of: Albiréo, i-BP, GCE Paiements (since 10.26.2009) Chairman of the Supervisory Board of: Banques Populaires Covered Bonds (since 03.04.2009), GCE Achats (since 10.13.2009) Member of the Board of: Partecis, Crédit Commercial du Sud-Ouest – CCSO (until 07.09.2009) Permanent representative of iBP on the Board of Directors of: Natixis Altaïr IT Shared Services (S.A.), Natixis Paiements (since 08.03.2009) Permanent representative of BP Participations (formerly BFBP) on the Board of Directors of: Natixis (until 08.25.2009) Permanent representative of BPCE, Chairman of the Supervisory Board of GCE Business Services (since 09.24.2009) and GCE Technologies (since 10.14.2009)
Deputy CEO of: Banque Fédérale des Banques Populaires Chief Executive Officer of: i-BP, Albiréo Permanent representative of iBP on the Board of Directors of: Natixis Altaïr IT Shared Services (S.A.) Permanent representative of BFBP on the Supervisory Board of: Natixis Permanent representative of BFBP on the Board of Directors of: Partecis, Crédit Commercial du Sud-Ouest (CCSO)
CORPORATE GOVERNANCE3 Structure of the corporate and executive bodies Philippe Sueur (born July 4, 1946) Philippe Sueur is Vice-Chairman of the Caisse d’Epargne Île-de-France Steering and Supervisory Board. Philippe Sueur holds a postgraduate degree in political science and history, a doctorate in law, and is an Associate Professor in Roman Law and Institutional History. He began his career in 1974 as a Lecturer before becoming a Full Professor at Université d’Amiens and then Université de Paris III - Sorbonne Nouvelle and Paris-Nord. From 1992 to 2002, he was Dean of the Faculty of Law, Political and Social Science at Université Paris XIII - Nord. As Mayor of Enghien-les-Bains since 1989, Philippe Sueur also holds various elected positions such as Regional Councilor until 2011, Councilor at Large for the Val d’Oise region since 1994, and Vice-Chairman of the General Council of Val d’Oise between 2001 and 2008 and then again since 2011. As a recognized authority in the academic world, Philippe Sueur brings his great expertise in legal techniques, theory and practice to the Board of Directors of Natixis, as well as his in-depth knowledge of the local and regional communities.
Vice President of: Association Nationale des Maires de Stations Classées et Communes Touristiques (2), Conseil Général du Val d’Oise (2)
Chairman of: l nstitut de Formation des Animateurs de Collectivités (IFAC) for France and Val d’Oise (nonprofi t organizations) (2), Société d’Économie Mixte d’Aménagement du Val d’Oise (SEMAVO ) (2)
Pierre Valentin (born February 6, 1953) Pierre Valentin has been Chairman of the Steering and Supervisory Board of the Caisse d’Epargne Languedoc-Roussillon since 2006 and is a member of the Supervisory Board of BPCE. Pierre Valentin holds a degree in private law and another from the Institut des Assurances d’Aix-Marseille. An entrepreneur, he began his career with Mutuelle d’Assurances du Bâtiment et des Travaux Public in Lyon in 1978. In 1979, he created the company Valentin Immobilier and joined the Caisse d’Epargne network. He joined the Advisory Board of the Caisse d’Epargne d’Alès in 1984. In 1991, he joined the Advisory Board of the Caisse d’Epargne LanguedocRoussillon. Since 2000, he has been a member of the Steering and Supervisory Board of the Caisse d’Epargne Languedoc-Rousillon . His knowledge of the insurance and real estate sectors and the Caisse d’Epargne network, as well as his entrepreneurial skills, were very much in demand on the Board of Directors of Natixis.
Member of the Supervisory Board of BPCE Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Languedoc-Roussillon (CELR) Chairman of the Board of Directors of: SLE Vallée des Gardons Vice-Chairman of the Supervisory Board of: Banque Palatine Member of the Supervisory Board of: Banque Palatine Member of the Board of: CE Holding Promotion, Clinique Bonnefon (2) , Pierre et Lise Immobilier (2) , FNCE Managing Partner of: SCI Les Trois Cyprès (2) , SCI Les Amandiers (2)
Member of the Supervisory Board of BPCE Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Languedoc-Roussillon Chairman of the Board of Directors of: SLE Vallée des Gardons Vice-Chairman of the Supervisory Board of: Banque Palatine Member of the Board of: CE Holding Promotion, Clinique Bonnefon, Pierre et Lise Immobilier, FNCE Member of the Supervisory Board of: Banque Palatine Managing Partner of: SCI Les Trois Cyprès, SCI Les Amandiers
Member of the Supervisory Board of BPCE Chairman of the Steering and Supervisory Board of: Caisse d’Epargne Languedoc-Roussillon Chairman of the Board of Directors of: SLE Vallée des Gardons Vice-Chairman of the Supervisory Board of: Banque Palatine Member of the Supervisory Board of: Caisse Nationale des Caisses d’Epargne (from 05.28.2009 to 07.31.2009), Banque Palatine Member of the Board of: Caisses d’Epargne Participations , Clinique Bonnefon, Pierre et Lise Immobilier, FNCE Managing Partner of: SCI Les Trois Cyprès, SCI Les Amandiers, SCI Le Victor Hugo
Natixis’ corporate governance, based on the Group’s current form as a French société anonyme with a Board of Directors as defi ned in Articles L.225-17 et seq. of the French Commercial Code, is based on the corporate bylaws adopted by Natixis’ C ombined Shareholders’ Meeting of April 30, 2009.
At its meeting of December 12, 2012 , and following the report submitted by the Appointments and Compensation Committee, Natixis’ Board of Directors examined each director’s expertise, judgment and freedom of thought and expression and, more generally, compliance with the independence criteria laid down in the AFEP-Medef Code and incorporated into the Board’s Internal Rules (see 3.3.1.2 - Role and Powers of the Board of Directors below). The report noted that the independent members fully satisfy independence criteria requirements.
Has not been a Board member of the C ompany for more than 12 years OK OK OK OK OK
Does not receive and has not received any signifi cant additional compensation from the C ompany or Group other than director’s fees, including participation in any stock option plan or any other performance-related compensation plan OK OK OK OK OK
(2) Until December 12, 2012. His replacement will be appointed at the Combined Shareholders’ Meeting on May 21, 2013.
The term of offi ce for Natixis directors is set at six years (and not four years as recommended by the AFEP-Medef Code). This term of offi ce is compliant with the laws and bylaws of Natixis. Groupe BPCE has chosen to have a six-year term of offi ce for its Board members. Natixis follows this approach.
R on May 29, 2012, the Ordinary General Shareholders’ Meeting appointed Ms. Catherine Halberstadt, Ms. Stéphanie Paix and Mr. Alain Condaminas as directors for a term of six years, i.e. until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ending December 31, 2017,
To follow the recommendation of the AFEP-Medef Code that terms of offi ce be staggered in such a way as to avoid group renewals and promote a harmonious renewal of Directors, Natixis instituted an action plan in 2012. Thus, the terms of offi ce of three Directors will be staggered compared to those of the other members.
With respect to the principle of gender parity within the Board of Directors, as set out in the January 27, 2011 l aw, Natixis has four female director s out of a total of 14 as at March 1, 2013.
In accordance with Article 9 of the Natixis bylaws, each director must own at least one hundred forty (140) Company shares during their term of offi ce. Moreover, in keeping with the recommendations of the AFEP-Medef Code, director s hold at least one thousand (1,000) shares.
CORPORATE GOVERNANCE3 Role and operating rules of the corporate bodies 3.3.1.2 Role and powers of the Board of Directors
In accordance with the law and the bylaws, the Board of Directors: V defines the strategy governing the Company’s activities and oversees its implementation. Within the limits of the Company’s corporate purpose and the powers expressly granted by law or its bylaws to the General Shareholders’ Meetings, the Board concerns itself with all matters affecting the Company’s performance and governs by virtue of its deliberations. The Board of Directors shall perform the inspections and verifications it deems appropriate; V defines the Company’s Senior Management policy, with the caveat that the Board may only deliberate on this matter when it features on the agenda sent out at least 15 days prior to the Board Meeting and when at least two thirds of the director s are present or represented; V may appoint a Chief Executive Officer from among the director s or otherwise, whom it may dismiss at any time; V may, at the proposal of the Chief Executive Officer, appoint one to five individuals as Deputy Chief Executive Officers whose role is to assist the Chief Executive Officer; V convenes all General Shareholders’ Meetings, sets the agenda and oversees the execution of all decisions taken; V may, at the proposal of the Chairman, decide to set up its own Committees to deliberate on those issues submitted for examination by the Board itself or its Chairman. It determines the structure and powers of these Committees, which conduct their activities under its responsibility.
R or of whose business Natixis or its Group represent a signifi cant portion; V have close family ties with a corporate officer of Natixis or its Group; V have been an auditor of Natixis or any company in its group during the last five years; V be a member of the Natixis Board of Directors for more than 12 years; V receive or have received any significant additional compensation from Natixis or the Group other than director’s fees, including participation in any stock option plan or any other performance-related compensation plan.
The independent status of each member of the Board of Directors is examined by the Appointments and Compensation Committee (the composition and role of which are described in greater detail below), which prepares a report for the Board (see Summary Table, above).
V Board operating procedures specified in the Internal Rules: In particular, the Internal Rules stipulate that, except in the case of decisions linked to the preparation of parent and consolidated financial statements and management reports (Company and Group), director s participating in a Board Meeting by videoconference or through the use of telecommunication facilities transmitting at least the member’s voice and whose technical characteristics allow for continuous and simultaneous streaming of the proceedings, shall be deemed present for the purposes of quorum and majority.
Before assuming offi ce, every one of Natixis’ director s must ensure that he is familiar with the general or specifi c obligations incumbent upon him, such as those resulting from laws or regulations, bylaws, Internal Rules and this Charter, as well as any other binding texts.
CORPORATE GOVERNANCE3 Role and operating rules of the corporate bodies If the Board of Directors has received inside information on Natixis, the director s and any individual attending Board or Committee meetings must abstain: V from performing any transactions on the financial instruments it has issued, directly or indirectly, on its own behalf or on behalf of another, on or off the market, before that information has been made public; V from disclosing that information to any third party, including within Natixis, unless it is within the normal context of performing his duties; V from recommending or ordering that a transaction be performed on the basis of that information.
The abstention obligation also applies if inside information is held on the securities of listed companies in which Natixis holds or may come to hold a stake.
Directors should be attentive to the risk that is incurred whenever people close to them, specifi cally those with very close ties (spouse, child, live-in parent, or legal person or entity run, administered, managed or controlled by the director or his spouse, child, live-in parent or for which one of them receives the majority of economic benefi ts) perform transactions on Natixis shares.
Per the French Monetary and Financial Code, Natixis places the names of director s on the list of permanent insiders made available to the AMF. Permanent insiders are those individuals who have regular access to inside information regarding Natixis. Directors are individually informed that they are on this list by a letter from the Head of Compliance with a return receipt.
Directors must also inform Natixis of the number of shares held on December 31 of each year and any fi nancial transactions carried out, so that this information may be disclosed by the C ompany; Natixis may also ask each director to provide any information in relation to the trading of listed companies’ securities necessary for it to fulfi ll its reporting obligations to all authorities such as stock market authorities, both in France and abroad; Article 7: Independence and Confl icts of Interest
Directors must abstain from acting in confl ict of interest with Natixis or the companies it controls. Specifi cally, when there is a planned transaction in which a director or non-voting director is directly or indirectly involved (e.g. when a director is affi liated: with the partner bank or the supplier’s fi nancing bank, or the partner bank or fi nancing bank of a Natixis competitor for the transaction in question), the director or nonvoting director in question must inform the Chairman of the Board of Directors as soon as he has knowledge of such a plan, and inform him that he is directly or indirectly interested and in what capacity. The director or non-voting director in question must abstain from participating in the meeting of the Board of Directors or any one of its Committees regarding the plan in question. Consequently, he does not participate in the Board’s deliberations, nor in voting on the plan in question, and the section of the minutes relative to the plan in question is not submitted to him.
In accordance with banking legislation, the Board examined the reports on internal control requirements and the assessment and monitoring of risks. It also reviewed the internal control operations carried out and their results, in particular compliance controls. The Board approved the Board of Directors’ report for 2011 as well as the Chairman’s report on the preparation and organization of the Board’s work and the internal control procedures implemented by the Company. The Board also prepared the draft resolutions for submission to the General Shareholders’ Meeting.
In terms of monitoring activities, the Board approved Natixis and consolidated fi nancial statements and received and approved the Natixis strategic plan as well as the budget projections for 2013. It also received regular updates on GAPC asset positions.
Over the course of 2012 and in accordance with the bylaws and the Internal Rules, the Board also met to approve the different restructuring operations between subsidiaries prior to the implementation of these operations, namely: V the simplified merger by acquisition of Natixis Transport Finance by Natixis; V the opening of a representative office of Natixis in Montreal; V the buyout of BNPP’s stake in Natixis Financement; V various complete transfers of assets and liabilities between small subsidiaries of Natixis and Natixis.
For the fourth year in a row, Natixis assessed the work of its Board of Directors and specialized Committees, in accordance with recommendations set out in the AFEP-Medef Code regarding the correct governance of listed companies.
For the 2010 fi scal year, Natixis hired the services of an outside fi rm . For the 2011 and 2012 fi scal years, Natixis carried out an internal assessment, based on individual interviews and a questionnaire.
The main aims of the assessment were to: 1. take stock of the organization, running and composition of the Board; 2. ensure that the main questions are correctly prepared and the subjects debated; 3. judge the relationship between members of the Board and Senior Management; 4. appraise the work of the specialized Committees; 5. measure the general performance of the Board.
CORPORATE GOVERNANCE3 Role and operating rules of the corporate bodies Among the highlights of the assessment was the Board members’ very positive evaluation of Board meeting organization (amount of advance notice, frequency and length of meetings). They believed that the time required to send fi les is satisfactory , thanks in large part to the dedicated, secure website, which they all considered useful, though some would like it to be easier to access. The documentation provided was deemed complete, or even very complete, but sometimes insuffi ciently concise. Most members believed that the Board should accept new skills.
The Board members were pleased by all of the innovations implemented in 2012 (staggered terms of offi ce, training for new members) , which were highly appreciated. Furthermore, most members considered the time reserved for discussion had improved in 2012 and the Board’s method of making decisions was satisfactory.
Lastly, the Board members unanimously believed a relationship of trust had been established with the Chairman and Chief Executive Offi cer. Similarly, they found the distribution of duties between the two offi ces to be clear. They feel they know the management team better than in 2012.
With respect to specialized Committees, the Board members were satisfi ed with their role, their composition and the frequency of their meetings. The Strategy Committee was deemed very useful, and its format improved in 2012, although more effort should be made to have more open-ended discussions. Finally, the Audit Committee strengthened its risk monitoring in 2012.
Natixis’ Board of Directors is supported by three specialized Committees: an Audit Committee, an Appointments and Compensation Committee, and a Strategic Committee, each chaired by an i ndependent member .
During 2012, the Audit Committee comprised fi ve members: As at March 1, 2013, it wa s composed of Mr. Oppetit, Chairman, Ms. Debroux, Ms. Halberstadt (since May 29, 2012) and Ms. Paix (since November 14, 2012) and Mr. Karyotis (since January 28, 2013).
The Committee was chaired by i ndependent member Bernard Oppetit throughout 2011.
The Chairman and the members of the Audit Committee have extensive accounting and fi nancial expertise gained over the course of their professional careers. Mr. Oppetit is a fi nancial market specialist and has substantial experience in complex fi nancial products and alternative management companies. Ms. Debroux is recognized for her fi nancial analysis and corporate strategy skills. Mr. Karyotis has extensive experience as a Chief Financial Offi cer, a position he holds at BPCE. Ms. Halberstadt shows solid experience in fi nancial analysis, retail banking and factoring businesses. Finally, Ms. Paix has great expertise in bank audits, factoring, cash management and operations management.
V Changes made to the Board of Directors in 2012: R on May 29, 2012, the Board of Directors took note of the resignation of Jean Criton from his place on the Audit Committee and appointed Catherine Halberstadt to replace him,
R on November 14, 2012, the Board of Directors took note of the resignation of Olivier Klein from his place on the Audit Committee and appointed Stéphanie Paix to replace him,
R on December 12, 2012, the Board of Directors took note of the resignation of Nicolas Duhamel from the Audit Committee ;
V Changes made to the Audit Committee since January, 1, 2013: R on January 28, 2013, the Board of Directors appointed Mr. Karyotis as a member of the Audit Committee.
The Audit Committee has the following responsibilities: V it assists the Board of Directors in preparing the financial statements and the Company’s management report. Within this context, it monitors the quality of the information issued to shareholders and, more generally, it performs the duties set out by banking regulations; V it examines the parent and consolidated annual and interim financial statements as well as the Company’s budget projections and financial documents distributed when the financial statements are approved; V it monitors the independence of the Statutory Auditors, gives its opinion on their selection or the renewal of their appointment and examines their schedule of works, the results of their audits and their recommendations as well as any actions taken on the basis of these recommendations; V it gives an opinion on the procedures implemented by the Company to ensure compliance with regulations, and monitors the efficacy of internal control and risk management systems; V it gives opinions on the appointment or dismissal of the Head of Internal Audit; V it monitors the implementation of actions based on the conclusions of assignments undertaken by Internal Audit and the Autorité de Contrôle Prudentiel (ACP). F or this purpose, it may receive reports from Internal Audit and the ACP in relation to the Company and its subsidiaries; V it approves the Company’s annual internal audit, including audits of subsidiaries, with this program being presented to the Committee at least one week prior to its approval; V it gives its opinion on the report presented to it on an annual basis regarding commercial relations between the Company or one or more of its subsidiaries and all or some of the entities forming Groupe BPCE.
Minutes of the Audit Committee Meetings are prepared by the secretary of the Board of Directors. These minutes are given to the members of the Audit Committee (a written summary of the Audit Committee’s work is also sent to director s). The Board of Directors is made aware of the Audit Committee’s work so that it can be fully informed in its decision-making.
In 2012, the Committee’s duties focused on the following items in particular: V the review of the monthly risk monitoring report; V market and credit liquidity and risks; V the consequences of trading Greek securities; V the impact of the development scenarios for the eurozone; V the review of reports on internal control processes and procedure (Article 42 of CRBF rule 97-02) and risk measurement and monitoring (Article 43 of CRBF rule 97-02); V the contribution to market indexes; V the reappointment of Statutory Auditors; V the risks related to non-compliance, business continuity and outsourcing core services/activities; V the proposed audit plan for 2013; V the 2013 annual budget; and
Changes made to the Committee in 2012: V on May 29, 2012, the Board of Directors took note of the resignation of Bernard Jeannin from his place on the Audit Committee and appointed Alain Condaminas to replace him; V on December 12, 2012, the Board of Directors took note of the resignation of Vincent Bolloré as both Chairman and member of the Appointments and Compensation Committee.
The scope of responsibility of Natixis’ Appointments and Compensation Committee essentially relates to pay reviews and the selection of corporate offi cers. The Appointments and Compensation Committee’s powers and operating procedures are described in greater detail in the Internal Rules of the Board of Directors, the latest version of which was approved on May 11, 2011.
Since the fi nal quarter of 2009, the Committee has also been responsible for an annual review of Natixis’ compensation policy, in particular for Material Risk Takers, and for checking, on the basis of a Senior Management report, that said policy complies with Chapter IV, Section VI of CRBF rule 97-02 and is in line with the provisions set out by the Financial Stability Board and the professional standards to which the Company adheres.
The attendance rate was 100% for the year as a whole, compared with 92% in 2011.
The Chief Executive Offi cer may delegate a portion of his powers to any corporate offi cer of his choosing, with or without the option of substituting one for another. In this regard, in 2010 and 2011 Natixis overhauled its entire system of delegating authority, including signing authority , which resulted in the delegation of Senior Management responsibilities to members of the Senior Management Committee.
On the Chief Executive Offi cer’s recommendation , the Board of Directors may appoint one to fi ve Deputy Chief Executive Offi cers from among the director s or otherwise to assist the Chief Executive Offi cer.
Natixis’ Senior Management Committee closely surveyed changes in the economic and regulatory climate within the banking and insurance sectors and their possible impact on the Company’s respective businesses. Likewise, the Board monitored changes related to changes in the eurozone and steered the management of Natixis’ exposure in this fi eld. The Senior Management Committee also oversaw the development of existing measures to safeguard Natixis’ growth in a time of heightened liquidity and solvency constraints. It supervised the implementation of projects to strengthen Natixis’ fi nancial structure (issuance of P3CI) and approved various actions to diversify fi nancing sources (specifi cally, issuance of BMTN backed by assets from Wholesale Banking; a securitization plan for Natixis Factor assets; the creation, in partnership with Ageas, of a securitization fund for infrastructure and renewable energy projects, etc.).
The Senior Management Committee, where applicable during specifi c working meetings, launched the review process of Natixis’ strategic development plan for the 2014-2017 period, in coordination with Groupe BPCE. It has validated the plan framework and examined the major guidelines. The work will continue in 2013.
The Senior Management Committee studied and approved strategic operations conducted by Natixis, before, where applicable, presentation to the Company’s Board of Directors, and specifi cally the acquisition by Natixis Global Asset Management of a majority stake in the American management company McDonnell (specialized management in fi xed-income products and muni-bonds in particular), acquisition of a stake in the mezzanine fund management company IFE Mezzanine, the disposal of certain non-core activities of Coface abroad or the completion of the disposal of various Wholesale Banking assets (completion of the disposal of ABM Corp portfolios in the United States; disposal of investment portfolios in Private Equity funds, etc.).
The Senior Management Committee regularly examined the Company’s business development and results during its meetings throughout the year. It reviewed the half-year and quarterly fi nancial statements before presenting them to the Board of Directors. It participated in defi ning the Company’s fi nancial disclosure. The Senior Management Committee was also consulted on the main choices of fi nancial policy.
The Senior Management Committee approved the main management decisions and reviewed and approved the budget after in-depth communication with the business lines. It also approved the terms and conditions governing mandatory annual negotiations and the compensation review policy; the defi nition of the general terms and principles governing variable compensation for market professionals; the appointment of senior executives and managers; the enhancement of supervisory tools and internal control and compliance procedures as well as all signifi cant projects and investments.
OGMs may also be used to appoint or re-appoint director s and non-voting members as well as to appoint or re-appoint Statutory Auditors and, if necessary, ratify the co-opting of a member of the Board.
CSM s combine the two previous types of meetings (OGM and EGM) on the same date under the same N otice of M eeting.
Shareholders’ meetings include all the shareholders whose shares have been fully paid .
Pursuant to Article R.225-85 of the French Commercial Code, those shareholders that are able to justify their status with an accounting entry (pursuant to paragraph seven of Article L.2281 of the French Commercial Code) in their name or in the name of an intermediary acting on their behalf, either in the registered share accounts held by the Company or in the bearer share accounts held by their authorized intermediaries, no later than three working days before the date of the meeting (by midnight Paris local time hereinafter referred to as D-3), may attend the meetings.
In line with the provisions of Article L.225-105 of the French Commercial Code, one or several shareholders holding the requisite portion of the share capital may, subject to the conditions and time frames set by law, request the inclusion of items or draft resolutions on the agenda of the meeting by means of registered letter with acknowledgement of receipt .
Policies and rules for determining compensation 3.4 Policies and rules for determining compensation and benefits of all kinds paid to members of the corporate bodies
The recommendations of the AFEP-Medef Code on the compensation of executive corporate offi cers of listed companies are taken into account in the bank’s corporate governance approach. As shown above, the AFEP-Medef Code is the one that the Company refers to when preparing the report provided for by Article L.225-37 of the French Commercial Code.
The AFEP-Medef Code is available for consultation at the Company’s head offi ce and on the Natixis website.
3.4.1.2 Compensation and benefi ts of all kinds for members of the Board of Directors
Note that the overall annual budget for director’s fees to be allocated to members of the Board of Directors is €500,000 (Cf. 38th resolution of the Combined General Shareholders’ Meeting of April 30, 2009).
Attendance fees are granted according to the following rules, provided that Natixis’ results are positive: V members of the Board of Directors: R fi xed portion: €10,000 per year,
R variable portion: €2,000 per meeting, until a maximum of 5 meetings, i.e. €20,000 maximum in total; V specialized Committee members: R A udit Committee: members of the Audit Committee: R fixed portion: €5,000,
R A ppointments and Compensation Committee: C hairman: €10,000, members of the Appointments and Compensation Committee: R fixed portion: €3,000,
Committee Chairpersons receive no variable portion, in accordance with the principle that no Committee Meeting can be held in their absence.
Furthermore, in accordance with the rules applicable within Groupe BPCE, the portion of director s’ fees going to BPCE directors (including that of the Chairman) is granted and paid to BPCE and not to the directors.
After each quarter in 2012, the Appointments and Compensation Committee and the Board of Directors assessed whether or not there were grounds for paying attendance fees given the results for the period in question.
The variable compensation to be paid for 2012 was calculated on the basis of quantitative and qualitative criteria defi ned by the Board of Directors in advance, as follows: V quantitative criteria relate to 70% of the variable compensation. These criteria depend on the performance of Groupe BPCE (budget) and Natixis net income (group share, Natixis operating ratio, liquidity budget and Natixis RWA); V qualitative criteria relate to 30% of the variable compensation. These criteria are evaluated by the Board of Directors and concern the establishment of plans to adapt business lines to the new economic, financial and regulatory environment; development of Natixis’ cooperation with Groupe BPCE’s networks; responsiveness to regulatory changes; management of executive staff; and managerial performance evaluated with respect to foresight, decisionmaking and leadership implemented.
On February 17 , 2013, the Board of Directors, on the advice of the Appointments and Compensation Committee, decided to pay the CEO gross variable compensation of €731,000 , in light of the performance of Groupe BPCE, Natixis and the degree to which he has met his personal targets.
R TABLE 1 Summary of the compensation, stock options and shares granted to each executive director 2012 fi scal year 2011 fi scal year
Table showing directors’ fees and other compensation received by non-executive corporate officers of Natixis from January 1 to December 31, 2012
Member of the Natixis Appointments and Compensation Committee 6,000 6,000 5,000 4,000
Mr. Alain Condaminas (appointed to Natixis Board on 05.29.2012) Directors’ attendance fees
In respect of BPCE and its subsidiaries 20,500 15,500 9,500 8,500
(1) Part of which from attendance fees due f or fi scal year 2010 .
(3) Variable compensation for fi scal year 2011 , of which €129 ,5 00 (50%) paid in cash in 2012 and the balance deferred (50%) over three years in equal shares of €43,167 . In 2013 , the fi nal amount paid will be €37 ,473 (after application of the indexing factor).
In respect of BPCE and its subsidiaries 31 ,000 13,800 1,800 0
In respect of BPCE and its subsidiaries 10,000 20,000 19,000 17,000
Member of the Natixis Audit Committee 20,000 20,000 (3) 20,000 22,000 (3)
Ms. Stéphanie Paix (appointed to Natixis Board on 05.29.2012) Directors’ attendance fees
(2) Part of which from attendance fees due for fi scal year 2011 .
(4) Variable compensation for fi scal year 2011 , of which €129,5 00 (50%) paid in cash in 2012 and the balance deferred (50%) over three years in equal shares of €43,167. In 2013, the fi nal amount paid will be €37,473 (after application of the indexing factor).
(5) Amount paid in 2011 for the variable compensation for fi scal year 2010.
(8) Amount paid in 2012 for the variable compensation for fi scal year 2011, or €129,500, and the deferred portion of the variable compensation for fi scal year 2010, or €43,802.
(2) Part of which from attendance fees due for fi scal year 201 1 .
(10) Amount paid in 2012 for the variable compensation for fi scal year 2011, or €129,500, the deferred portion of variable compensation for fi scal year 2010, or €43,802, and the deferred portion of variable compensation for fi scal year 2009, or €24,000.
R TABLE 4 Subscription or purchase options allocated during the period to each executive corporate officer by the issuer and by any group companies
Valuation of options according to the method adopted for the consolidated fi nancial statements Date granted Date available Performance conditions
R TABLE 7 Performance shares that became available-for-sale during the period for each executive corporate officer
Number of exercisable options, including those exercisable by: 12,009,613 4,071,413 1) Natixis Directors in 2012: 376,530 73,150
Number of shares subscribed as at Dec. 31, 2012 0 0
Natixis’ internal control system complies with the principles on which the Comité des établissements de crédit et des entreprises d’ investissement (CECEI – France’s Credit Institution and Investment Firms Commission) issued its approval to Natixis as well as the governance rules defi ned within Groupe BPCE. This system is also consistent with the legal and regulatory framework applicable to Natixis and which is notably set out in amended CRBF rule 97-02 (the “CRBF rule”). In particular, this rule provides for the implementation of an internal control system on a consolidated basis and which comprises arrangements to ensure: V permanent control regarding the compliance, security and validation of transactions, as well as compliance with other requirements related to monitoring risks of any nature resulting from transactions; V periodic checks in the form of investigations and audits implemented centrally and, if necessary, locally, and which concern the compliance of transactions, compliance with procedures and the effectiveness of permanent control mechanisms.
CORPORATE GOVERNANCE3 Chairman’s report on the internal control procedures V Natixis complies with recommendations from international organizations dealing with prudential regulation issues for international banks, the most important being the Basel Committee.
Natixis’ internal control system is organized according to the following bodies of rules: V a set of charters and procedures for governing and managing Natixis’ risk processes (such as the procedure governing the credit decision process, the market risk management charter, the charter for measuring, controlling and managing operational risks, the charter for managing compliance risks, etc.); V Natixis’ audit charter; V the general IT/data security policy establishing the governance rules for the security and continuity of IT systems, as well as the security principles to be applied; V the charter formalizing areas of responsibility for country managers in Natixis’ foreign operations and organizing relations with heads of the business lines represented locally; V the “compliance manual,” which defines all best practices applicable to Natixis’ employees (especially concerning preventing conflicts of interest, countering money laundering, employee professional ethics, protecting confidential information, etc.).
R the distinction between periodic and permanent controls; A lthough responsibility for fi rst-level internal control lies fi rstly with operational or functional departments, second-level permanent controls and periodic controls are carried out by independent central functional departments.
V The Compliance Department ensures the development of best practices for preventing and managing compliance risk at Natixis, thereby helping to prevent financial loss and the associated reputation risk. It acts in accordance with instructions prescribed by BPCE and its scope of action covers Natixis, its subsidiaries and branches.
The Compliance Department reports to the Corporate Secretary and functions independently of operational departments. The Corporate Secretary is responsible for permanent control, as defined in rule 97-02.
Consistency checks have been carried out on: V data contained in front office applications (CRM, for example) as well as data entered into the application used by the Compliance department to manage privileged information and identify conflicts of interest; V employee permissions for applications likely to hold privileged information and the list of employees required to declare their personal transactions to Compliance.
To make it easier to track classroom training provided by Compliance, a custom tool was used to centralize information on interventions and presentations made.
The major initiatives of 2012 involved: V improving the AML-CFT department’s steering mechanism: R the department’s quarterly report, produced since the end of 2011, was expanded and its analysis now takes advantage of over a year’s worth of historical data,
R fi nally, a new department called “International AML Coordination” was created in October. Its purpose is to standardize procedures and applications for all foreign Wholesale Banking entities; V establishing a permanent structure responsible for reviewing low-, medium- and high-risk client files on a regular basis. This structure, which is part of a Natixis subsidiary, will be expanded in 2013; V installing Concordance vetting software in New York, which will complete its international rollout; V second-level controls related to the Lagarde system. SAFIR software, which collects the results of these controls and facilitates their analysis, was the subject of an in-depth trend analysis; V combating fraud. Natixis was actively involved in the Robustesse workgroup’s exercise on payment fraud in November; V anti-money laundering training. Natixis helped design three specialized e-learning case studies developed as part of the Centre de Formation de la Profession Bancaire’s program
The IT Systems Security and Business Continuity (ITSS-BC) department works for Natixis and its subsidiaries in France and abroad. Its role includes: V ensuring at all times that security policy is appropriate to the risks incurred and to regulations; V promoting security policy and ensuring compliance with it at all levels; V if necessary, identifying the security services to be implemented; V verifying and monitoring compliance with this policy and ensuring overall tracking across the whole of Natixis.
Natixis’ Head of ITSS and BC reports to the Head of Compliance. He/she works in close cooperation with the Internal Audit Department and the Risk Department. He/she is in charge of the IT Systems Security and Business Continuity function, which includes the ITSS-BC Department (reporting to the Compliance Department) and all persons charged with implementing and controlling IT System Security and Business Continuity policy locally.
In 2012, ITSS-BC consolidated the organization provided for in the charter on IT Systems Security and Business Continuity introduced as the result of the New Deal strategic plan’s new directions.
New operating policies for information systems security resulting from BPCE directives came into force as of February 1st, 2012.
Finally, the system was completed with the nomination of a Head of IT Systems Security for the Natixis Interepargne and Natixis Factor subsidiaries.
Fundamental actions to reinforce and control application security were initiated in 2012. These actions involve: V controlling permissions management for IT systems. In early 2012, ITSS-BC launched the THOR (Traceability, Permissions, Optimization and Recertification) program aimed at improving, through increased automation, the processes for granting permissions (business line profiles, authorization workflows), maintaining permissions databases (departures and transfers/promotions, recertification for key permissions) and control (widespread implementation of regular permissions reviews, detection of incompatible rights and atypical behavior). Roll-out per business line is planned for 2013 and 2014; V protecting confidential information. A program combating “information flight” (laptop encryption, protection of information published on the Internet, protection of removable storage media, etc.) has been approved by Senior Management. Roll-out will be completed in the first quarter of 2013.
Mandatory controls were instituted to verify that security is properly integrated into IT applications. Project management methodology now includes a “Security Criticality Checklist” to identify information system security and business continuity needs before a project begins, as well as an IT S ystems Security fi le (ITSSF) to track the effective implementation of various measures.
Security is also provided by raising the awareness of employees regarding good practices. More than 4,000 employees, including material risk takers, directly participated in awareness-raising via e-learning modules in 2012. Several measures affected all employees.
The BCP management application used by the Wholesale Banking division was chosen in 2012 to be rolled out over its full scope in 2013. An alert tool will also be rolled out in 2013.
The monitoring and support unit set up to coordinate and steer the various crisis units and to inform executive crisis unit members, particularly in the event of a cross-business crisis, was contacted for several incidents that did not cause any harm.
CORPORATE GOVERNANCE3 Chairman’s report on the internal control procedures The Internal Audit Department follows up on recommendations. It conducts follow-up audits and checks, making use of recurrent work in the area carried out by operational departments and permanent control teams.
In addition to conventional audit assignments, the Internal Audit Department is also able to carry out ad hoc audits in order to address issues arising during the year and not initially included in the Audit Plan.
It may also meet with operational managers when necessary. Six CFCC meetings were held in 2012.
The main responsibilities of the Risk Department are to: V propose a risk policy for Natixis in line with the Company ’s strategy, and monitor its regular application and updates; V define methods and standards that make it possible to measure risks and approve risk taking (models, reports, limits, limit authorizations) in compliance with Groupe BPCE’s standards; V provide a second opinion on business-line cases based on workflow and Committees, for which the Risk Department undertakes preparation and supervision and acts as secretary; V set out supervision and risk monitoring procedures at the individual and consolidated level; V produce risk reports for the Senior Management Committee, the business lines, BPCE and regulatory authorities.
The Risk Department is responsible for analyzing counterparty credit risk. It conducts this counter-analysis using a formalized credit fi le for each counterparty and benefi ciary group, including all information relevant and useful for decisionmaking purposes: V information regarding the client, its business and its environment; V external data: ratings allocated by rating agencies, sector analysis, country risk and sovereign risk analyses, etc.; V internal data regarding commitments, collateral and guarantees; V a summary of all of the credit risks incurred by Natixis and the effects of the proposed transactions on profitability and regulatory ratios.
Natixis uses the advanced internal ratings based approach for each counterparty and each commitment for the purposes of managing credit risks (decision-making, monitoring, etc.). In concert with BPCE, it has defi ned the rating methods applicable to the asset classes held jointly.
CORPORATE GOVERNANCE3 Chairman’s report on the internal control procedures B CREDIT RISK MONITORING
The Risk Department: V defines risk measurement and fair value adjustment methods and submits them to the Market Risk Committee for approval; V suggests limits or examines limit requests (VaR, stress tests, operational limits, loss alerts); V takes over alert functions for areas at risk relating to the business lines or to Senior Management; V is responsible for the daily analysis and measurement of risks, daily reporting, and notifying front office and the management of any breaches; V approves the pricing models (pricers) used by front office management tools.
In line with the recommendations of the Lagarde report, the Market Risk Department ensures that each trader is aware of his/her own limits. Each trader has to send an e-mail confi rming his/her attachment to the desk concerned and agree to their limits. The limit notifi cation procedure has been changed accordingly.
Specifi c reports by activity are sent to the traders and managers concerned on a daily basis. A global market risk report is also distributed daily to Senior Management, BPCE and front offi ce managers. Finally, specifi c reports covering the scope of BPCE’s guarantee are sent to BPCE daily.
All decisions regarding risks factors are revised annually in Committee Meetings attended by all the parties concerned (Risk Department, Front Offi ce and Results Department, with the objective of ensuring consistency between VaR calculations, results and sensitivities (use of the same risk factors).
The structural balance sheet risks of Natixis (the parent company) are managed and monitored on a consolidated basis under the authority of the Asset/Liability Management Committee (the “ALM Committee”). This Committee is chaired by the Chief Executive Offi cer, and includes members of the Senior Management Committee in charge of Wholesale Banking’s Finance and Risks and Market Solutions, the Head of Risk, the Head of the Single Treasury and Central Bank Collateral Management Pool, the Head of Financial Management and BPCE’s Head of Asset/Liability Management. The Committee meets every two months and is mainly responsible for: V validating the main asset/liability management rules (including those relating to internal liquidity pricing), agreements, indicators and limits (including liquidity budgets allocated to the business lines as part of budgetary procedure) used to monitor, manage and supervise structural balance sheet risks, all within the standard ALM framework set up by BPCE; V validating the overall refinancing policy; V supervising the main balance sheet aggregates and their developments; V supervising structural balance sheet risks and compliance with limits.
The ALM Committee’s monitoring scope includes: V the banking portfolios of Natixis S.A. and of its credit subsidiaries for overall interest-rate risk; V Natixis’ entire scope of consolidation for liquidity risk, excluding insurance subsidiaries that do not present intrinsic liquidity risks and which are specifically monitored and managed in respect of liquidity risk; V Natixis’ entire consolidation scope for structural foreign exchange risk.
CORPORATE GOVERNANCE3 Chairman’s report on the internal control procedures Natixis’ ALM organization is as follows: V Natixis S.A.’s Treasury and the Single Treasury and Central Bank Collateral Management Pool are intended to refinance all the business lines within the rules and limits set by the ALM Committee; V subsidiary and non-subsidiary activities without ALM risk management mandates from the ALM Committee transfer management of their risk to the Treasury through individual matching contracts. The activities involved primarily correspond to Wholesale Banking’s financing activities; V subsidiary and non-subsidiary activities that possess ALM risk management mandates match their net needs with Treasury subject to rules and limits set by the ALM Committee. The activities concerned include capital markets and specialized credit subsidiaries.
The largest positions involve exposures to the short end of yield curves and are notably linked to time-lags between Libor reset dates. This risk is measured in terms of the sensitivity of the economic value of portfolios by percentage point of the yield curve and by currency. It is controlled, for the largest portfolios, through limits confi rmed and monitored by the Finance and Risk Department. As regards Treasury, on which most positions are concentrated, this mechanism is rounded out with daily VaR measurements and stress tests, both of which are governed by limits.
Natixis’ structural forex risk for the most part concerns structural positions on the US dollar refl ecting the presence of foreign branches and subsidiaries funded in this currency within Natixis’ scope of consolidation. Given the existence of weighted risks denominated in currencies other than the euro (in particular the US dollar), the ALM Committee has approved currency purchases to fund long-term investments in order to protect the bank’s capital adequacy ratio against changes in the euro-US dollar exchange rate.
V operational risk control procedures: R drawing up and monitoring action plans.
Natixis’ consolidated fi nancial statements are prepared by the Finance Department using the consolidation tools and standards developed and administered by Natixis S.A. As a listed company, Natixis is required to prepare its own consolidated fi nancial statements, although the sub-group of which it is the parent has been part of the BPCE consolidated group formed by the Banques Populaires banks and Caisses d’Epargne since July 1, 2009.
Natixis has a system enabling it to: V produce a local IFRS-compliant reporting package, including, for foreign entities, a reporting period foreign currency conversion feature; V guarantee the consistency of data relating to the banking and insurance consolidation scopes; V offer retrieval features that can be used to input data into the various reports; V enable BPCE to access Natixis data through dedicated interfaces; V secure the integration process for consolidation packages received from international entities through the implementation of local first-level controls followed by centralized second-level controls.
CORPORATE GOVERNANCE3 Chairman’s report on the internal control procedures In order to perfect its overall data collection system, in 2012 Natixis rolled out a new application dedicated to the tax consolidation process. With roll-out completed as of September 30, 2012, it optimizes processes, drawing on localized data entry in the subsidiaries providing the information required.
In addition, Natixis has continued the process it began in 2009 to reduce publication times, particularly for the 2012 interim statements.
The organization of the Accounting Controls function has been based on: V accounting production teams within the business lines that handle all work related to the correct entry of transactions and the implementation of day-to-day controls; V first-level controls under the hierarchical and/or functional authority of the Accounting Department including all monthly and quarterly controls that make the accounts more reliable; V independent second-level controls under the hierarchical authority of the Accounting Department and the functional authority of the Compliance Department. The Regulatory and Accounting Review Department, aside from managing the system, also performs its own controls, including reviewing first-level controls.
It draws upon: V applying the principles established by the BPCE charter, which specifies the scopes governed by the two-level control processes and stipulates an approach covering supervision of the control teams; V two kinds of assignments (operational and organizational) to be carried out either as part of closing the accounts or in the form of periodic assignments; V dedicated tools that allow for the automated reconciliation of account entries and centralization of control results in an internal application; V formalized documentation, governed by a charter established by Groupe BPCE and specifically containing detailed procedures describing the mechanism’s structure as well as a map of controls spelling out the nature, execution frequency and responsibility of the two levels of control.
R strengthening controls; V continuing to roll out control programs for regulatory and prudential reports; V actions strengthening the Review Department’s supervision of Natixis’ subsidiaries; V continuing to roll out the new financial management application.
At the international level, Natixis continued its project for overhauling the accounting IT system in the United States.
CORPORATE GOVERNANCE3 Statutory auditors’ report on the report prepared by the Chairman of the Board of Directors 3.7 Statutory auditors’ report on the report prepared by the Chairman of the Board of Directors
In our capacity as Statutory Auditors of Natixis and in accordance with Article L.225-235 of the French Commercial Code, we hereby report on the report prepared by the Chairman of your company in accordance with Article L.22537 of French Commercial Code for the year ended Monday, December 31, 2012.
It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report on the internal control and risk management procedures implemented by the company and containing the other disclosures required by Article L.225-37 of French Commercial Code, particularly in terms of corporate governance.
It is our responsibility: V to report to you on the information contained in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information; and
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information. These procedures mainly consisted of: V obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information on which the information presented in the Chairman’s report is based and the existing documentation; V obtaining an understanding of the work involved in the preparation of this information and the existing documentation; V determining if any significant weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial information that we would have noted in the course of our engagement are properly disclosed in the Chairman’s report.
On the basis of our work, we have nothing to report on the information in respect of the company’s internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information contained in the report prepared by the Chairman of the Board in accordance with Article L.225-37 of French Commercial Code.
4.1 RISK FACTORS 143 4.1.1 Risks related to the macroeconomic environment and the fi nancial crisis 143 4.1.2 Risks related to the links with BPCE and the Banque Populaire and Caisse d’Epargne networks 144 4.1.3 Risks relating to Natixis’ operations and the banking sector 146 4.1.4 Other risks 146 4.2 PILLAR III 149 4.2.1 Basel 2 regulatory framework 149 4.2.3 Solvency ratio 149 4.2.4 Composition of capital 150 4.2.5 Risk management 153
Over the course of 2012, the intensifi cation of the sovereign debt crisis and the deterioration of global economic conditions profoundly impacted the economic environment in which
The implementation and observation of these measures could result in: V an increase in capital and liquidity requirements; V a structural increase in refinancing costs; V an increase in some of Natixis’ costs (compliance costs, restructuring, etc.); V a change in tax laws in Natixis’ countries of operation.
BPCE, Natixis’ principal shareholder, held 72.17% of its capital (and 72.32% of its voting rights) at December 31, 2012. Consequently, BPCE is in a position to exercise signifi cant infl uence over the appointment of Natixis’ corporate offi cers and executive managers, and on any other corporate decisions requiring shareholder approval. BPCE’s interests in relation to these decisions may differ from those of other Natixis shareholders.
As the central body, BPCE is required to ensure that all of Groupe BPCE – to which Natixis belongs – complies with regulations in force governing the banking sector in France in areas such as regulatory capital adequacy and risk management requirements. As a result, BPCE has been vested with signifi cant rights of approval over important aspects of Natixis’ risk management policies. In particular, BPCE has the power to approve the appointment or removal of Natixis’ Head of Risks, as well as certain aspects of risk management such as the approval of credit limits and the classifi cation of loans granted to joint Natixis-Groupe BCPE customers as doubtful loans. For further information about the risk management policies and procedures at Natixis, please refer to section [3.6.4] “Chairman’s report on internal control procedures”. BPCE’s interests (on behalf of Groupe BPCE) concerning risk management may differ from those of Natixis.
Natixis’ result depends partly on the performances of the Banque Populaire and Caisse d’Epargne networks, both through services provided to their customers and through the share of the net income from the 20% shareholding in each Banque Populaire and Caisse d’Epargne, in the form of cooperative investment certifi cates (“CCIs”) issued by each of these entities. For further information about the contractual relationships relating to these subjects, please refer to section [1.4.5] “Major contracts”.
Moreover, if BPCE ceased to control Natixis, or if certain legislative or regulatory changes or other events occurred (for further information on the events liable to trigger a compulsory repurchase, please refer to section [1.4.5] “Major contracts”), Banques Populaires, Caisses d’Epargne or BPCE, depending on the case, would also have the right to purchase its 20% holding from Natixis at a price determined based on the related proportionate share of net assets, according to the valuation methods used to value the interests at the time of their acquisition by Natixis. The repurchase price could thus differ from the price that Natixis would have obtained through a sale to an independent third party.
RISK MANAGEMENT4 Risk factors However, should the plan to sell all the CCIs held by Natixis over the course of the 2013 fi scal year take place (more information on this plan is available in Chapter [5.2], Note 14 “Post-closing events”), the above mentioned risks associated with Natixis’ right to vote as a CCI holder or with the transfer of CCIs will become immaterial. It should be noted that this sale will have no impact on the industrial and technical cooperation provided for by the CCI agreements between Natixis, the Banque Populaire banks and the Caisses d’Epargne, which must be upheld.
There are fi ve main categories of risk (credit risk, market, liquidity and fi nancing risk, operational risk and insurance risk) inherent to Natixis’ operations, which are summarized below and described more fully in sections [4.2.5 to 4.3, and 4.6] of this Chapter and in section [3.6.4] of the “Chairman’s Report on Internal Control” (the “Chairman’s Report”), concerning, notably, the scale and the impact that these risks could have on the results and assets of Natixis, as well as the organization and control of these risks. In addition, the growing number of new regulations established in Natixis’ countries of operation is a risk factor associated with Natixis’ business.
MARKET RISK (FOR FURTHER INFORMATION, PLEASE REFER TO SECTIONS [4.2.5.4] AND [3.6.4]).
While Natixis believes that these strategic directions provide a number of opportunities, it will continue to face uncertainties given the current state of the global economy, and there is no guarantee the targets of this new strategy will be reached.
Natixis’ ability to attract and retain qualifi ed employees is critical to the success of its business and any failure to do so may signifi cantly affect its performance
Pursuant to the IFRS standards and interpretations currently in force, Natixis is required to use certain estimates in the preparation of its fi nancial statements, including accounting estimates to determine provisions relating to loans and doubtful debts, provisions relating to possible litigation, and the fair value of certain assets and liabilities. If the values used for these items by Natixis should prove to be signifi cantly inaccurate, particularly in the event of signifi cant and /or unexpected market trends, or if the methods by which they are determined should be changed under future IFRS standards or interpretations, Natixis may be exposed to unexpected losses.
Independent of market changes, any under-performance of Natixis’ Asset Management business may result in a decline in assets under management (in particular, as a result of redemptions of mutual funds) as well as fees, premiums and other portfolio management income received by Natixis.
An extended market decline may reduce the liquidity of assets and make it more diffi cult to sell them. Such a situation could give rise to signifi cant losses
Regulatory monitoring of bank capital was introduced by the Basel Committee on Banking Supervision (Basel 2 ) in 1988 and is based on three pillars that form an indivisible whole: Pillar I sets minimum capital requirements. It aims to ensure that banking institutions hold suffi cient capital to provide a minimum level of coverage for their credit risk, market risk, and operational risk. To calculate their capital requirement, fi nancial institutions may use standardized methods or, with the prior approval of the Autorité de contrôle prudentiel (ACP - French Prudential Supervisory Authority ), their own internal models.
It consists of: V analysis by the bank of all of its risks, including those already covered by Pillar I ; V calculation by the bank of the amount of economic capital it needs to cover these risks; V comparison by the banking supervisor of its own analysis of the bank’s risk profile with the analysis conducted by the bank, to inform its choice of prudential measures, which may take the form of capital requirements exceeding the minimum requirements or any other appropriate technique.
Thus, Natixis’ operations are subject to a system of country limits that regulates the geographic diversifi cation of activities. This system, which has been in place for several years for emerging countries, was expanded to include developed countries in 2011.
The scope of prudential consolidation is established on the basis of the scope of statutory consolidation. The main difference between these two scopes lies in the consolidation method for the insurance companies, which are accounted for by the equity method under the prudential scope, regardless of the statutory consolidation method.
CFDI is the only Natixis subsidiary subject to management ratios (solvency, large exposures, monitoring of the shareholding) on an individual basis. Natixis S.A. and other French subsidiaries having the status of credit institutions are exempt from compliance with these requirements on an individual basis, by authorization of the Autorité de contrôle prudentiel (ACP).
The French decree dated February 20, 2007 (amended by the decrees dated October 19, 2007, September 11, 2008, October 29, 2009, August 25, 2010 and December 13, 2010) is France’s version of the European CRD (Capital Requirements Directive), which implemented the Basel 2 reform. It set out the “regulatory capital requirements applicable to banks and investment companies”. It was amended by the French decree dated November 23, 2011 transposing the CRD3 Directive, which introduced new provisions (Basel 2.5) for calculating requirements in respect of market risk and securitization.
RISK MANAGEMENT4 Pillar III In 2012, the European authorities continued the process of drafting the CRD4 Directive and the associated Capital Requirements Regulation (CRR) transposing the Basel 3 reform. Although the drafting process is not yet complete and their date of application is still unknown, Natixis is nevertheless able to determine an estimate of what its Core Tier 1 solvency ratio would be in accordance with the most recent available version.