In Frankfurt, several employees are disabled and therefore benefi t from special legal and regulatory protection. Natixis works closely with health insurance organizations to provide these employees with the necessary equipment and to provide them with the best working conditions possible (working hours, business days).
In Frankfurt, the Bank organizes preventive health exams and, if necessary, provides specially adapted chairs and desks as well as medical follow-up. In Dubai, Natixis also gives staff with health problems, such as back pain, adapted offi ce furniture.
In Madrid, Natixis hired a disabled person in 2015 and regularly works with a company whose objective is to integrate disabled persons in the job market.
In October 2015 Natixis London held its fi rst well-being week to promote the good health and quality of life of its staff. Themes included mindfulness, alcohol-related risks and nutritional advice.
Data on paper and water consumption was collected for Natixis’ main operations in the EMEA region.
Electronic waste management is being set up at certain locations (Moscow, Frankfurt, London). Accordingly, in Frankfurt Natixis regularly participates in collection campaigns for cell phones, batteries and other electronic equipment organized by the owner of the building. Profi ts from these measures are reinvested into environmental projects around the world.
In Milan an agreement was signed with the local municipality to encourage people to use bicycle-sharing for getting around the city.
In London, Natixis encourages its employees’ solidarity-based initiatives and supports two non-profi t organizations: War Child and EveryChild.
In Moscow, staff take part in charity drives organized by the Miloserdie association in support of disabled children.
New hires under permanent contracts (as a %) 100.0 100.0 * Excluding Natixis internal transfers
When hiring in the United States, Natixis looks for applicants from a variety of backgrounds to fi ll all types of positions. Compensation levels and promotion lists are reviewed to ensure equal treatment.
Waste reduction and sorting measures at the two main Natixis buildings in the US: V reduction of paper consumption: photocopiers are configured to print on both sides.
In Hong Kong and Tokyo, measures have been set up to reduce paper consumption: printers are confi gured to print on both sides by default. In Singapore, paper printed on one side is reused.
In Hong Kong and Singapore, paper, aluminum cans and plastic are recycled.
Employees in the Asia-Pacifi c region are predominantly hired in the country of operation, which contributes to the development of local employment.
For the fourth year in a row Natixis participated in “Work-Life Balance Week” for its staff in Hong Kong, Singapore and Tokyo. Activities focused on employee health, and the included well-being workshops and health assessments.
In our capacity as the Statutory Auditors to Natixis S.A. appointed as an independent third-party body, accredited by the French Accreditation Commission (COFRAC) under No. 3-1048 (1), we hereby present our report on the consolidated social, environmental and societal information (hereinafter the “CSR Information”) prepared for the fi scal year ended December 31, 2015, as presented in the management report, pursuant to the provisions of Article L.225102 -1 of the French Commercial Code.
The Board of Directors is responsible for drawing up a Management Report including the CSR Information provided for in Article R.255105 -1 of the French Commercial Code, prepared in accordance with the procedures applied by the Company (hereinafter the “Standard”), a summary of which is provided in the Management Report. This Standard is available from the Company’s registered offi ce on request.
We compared the CSR Information set out in the management report with the list provided for by Article R. 225-105-1 of the French Commercial Code.
We ascertained that the CSR Information covered the consolidation scope, i.e. the Company and its subsidiaries within the meaning of Article L.233-1 of the French Commercial Code, and the companies that it controls within the meaning of Article L.233-3 of that Code, within the limits specifi ed in the management report.
Based on this work, and given the limits set out above, we hereby certify that the CSR Information required is included in the management report.
II - REASONED OPINION ON THE FAIRNESS OF THE CSR INFORMATION
Lastly, we assessed the appropriateness of the explanations relating to the fact that some information was missing, in full or in part.
Based on our work, we did not observe any signifi cant misstatement likely to call into question the fact that the CSR Information, taken as a whole, is presented in a fair manner, in accordance with the Standard.
Qualitative information: Human Resources and Diversity Management policies, Diversity and equality of opportunity, Compensation, CSR risk management, Fair practices, Sustainable development as a growth driver, Responsible investment solutions, and Inclusion of social and environmental criteria in the fi nancing.
7.1 NATIXIS BYLAWS 418 7.2 GENERAL INFORMATION ON NATIXIS’ CAPITAL 424 7.2.1 Form and transfer of shares (Chapter II, Article 4 of the bylaws) 424 7.2.2 Share capital 424 7.2.3 Authorized but unissued capital – capital increase authorizations 424 7.2.4 Securities not conferring rights over the share capital 427 7.2.5 Other securities giving access to capital 427 7.2.6 Changes in the capital over the last fi ve fi scal years 428 7.2.7 Other information on the capital 428 7.3 DISTRIBUTION OF SHARE CAPITAL AND VOTING RIGHTS 429 7.3.1 Distribution of share capital at December 31, 2015 429 7.3.2 Ownership of shares by members of management and supervisory bodies 429 7.3.3 Treasury shares 429 7.3.4 Employee shareholding 429 7.3.5 Changes in the shareholder base over the past three years 430 7.3.6 Natural or legal persons exercising or potentially exercising control over Natixis 430 7.4 INFORMATION FROM ARTICLE L.225-100-3 OF THE FRENCH COMMERCIAL CODE 431 7.5 DRAFT RESOLUTIONS OF THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 24, 2016 432 7.5.1 Report of the Board of Directors on the resolutions submitted to the Shareholders’ Meeting 432 7.5.2 Agenda and draft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 438 7.6 STATUTORY AUDITORS’ SPECIAL REPORT ON RELATEDPARTY AGREEMENTS AND COMMITMENTS 444
I - Agreements and commitments submitted for the approval of the General Shareholders’ Meeting 444
II - Agreements and commitments already approved by the General Shareholders’ Meeting 445
Registered offi ce: 30 avenue Pierre Mendès France – 75013 Paris
The corporate purpose, in France and elsewhere comprises: V the conduct of all banking business and related businesses as per the banking law; V the provision of all investment services as defined in the French Monetary and Financial Code; V the performance of the specific assignments entrusted by the French State in the economic and financial area, in the framework of special agreements; V the performance of all brokerage business; V the acquisition of interests in companies, groups or associations with a direct or indirect connection with the activities referred to above; V as well as the execution of all private and commercial transactions.
The share capital has been set at €5,006,536,212.80 divided into 3,129,085,133 fully paid-up shares of €1.60 each.
The Company may, under the conditions stipulated by the laws and regulations in force, request of any organization or authorized intermediary communication of all information regarding the holders of securities conferring immediately or in the future voting rights in its Shareholders’ Meetings, in particular their identity, nationality, address, the number of securities they own and the restrictions to which these securities may be subject.
Joint owners are required to be represented to the Company by a single person chosen among them or by a sole proxy.
The share capital may be increased, amortized or reduced by all procedures and according to all means authorized by law and regulations.
The Company is managed by a Board of Directors, composed of at least three (3) directors and no more than eighteen (18) directors, subject to the departures stipulated by law in the event of a merger.
The directors are appointed by the Ordinary General Shareholders’ Meeting; however, the Board has the right, in the event of the vacancy of one or more seats due to death or resignation, to appoint replacements by co-opting, each for the period remaining in his predecessor’s term, subject to ratifi cation by the next General Shareholders’ Meeting.
The Chairman or the Chief Executive Offi cer is required to provide each director with all the documents and information necessary for the performance of his duties.
12.3 The Board of Directors is qualifi ed to decide or authorize the issuing of bonds and all other securities representing debt securities.
In conjunction with the Chief Executive Offi cer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief Executive Offi cers. They have the same powers with respect to third parties as the Chief Executive Offi cer.
Nonvoting members are appointed for a term of four (4) years. A non-voting member’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the fi nancial statements of the past fi scal year, held in the year during which his term expires. Non-voting members may be re-elected and may be dismissed by the General Shareholders’ Meeting.
For holders of registered shares, such entry in the account by D-2 is suffi cient to enable them to attend the meeting.
With respect to holders of bearer shares, it is their authorized intermediaries which hold accounts of bearer shares which prove their clients’ status as a shareholder directly to the centralizing body of the meeting. They do so by producing a certifi cate that they attach to the voting form or admission card request in the name of the shareholder or the name of the registered intermediary acting on behalf of the shareholder. A certifi cate is also delivered to shareholders who wish to attend the meeting in person and who have not received an admission card by the second business day preceding the General Shareholders’ Meeting at twelve midnight Paris time.
A shareholder may always be represented at General Shareholders’ Meetings by a duly authorized proxy. This proxy may not represent another person.
Shareholders may vote by post or by proxy in accordance with the legal and regulatory provisions in force. In accordance with the decision of the Board of Directors, shareholders may participate in General Meetings by means of video-conferencing and may vote using all means of telecommunications and remote transmission, including the Internet, in accordance with the applicable regulations at the time of their use. This decision is disclosed in the notice of meeting published in the BALO (Bulletin des Annonces Légales Obligatoires – Bulletin of Mandatory Legal Notices). Those shareholders who use the electronic voting form offered on the website created by the meeting organizer, by the required deadline, are considered present or represented shareholders. The electronic form can be fi lled out and signed directly on that site by any process provided for by the Board of Directors that meets the conditions defi ned in the fi rst sentence of the second paragraph of Article 1316-4 of the French Civil Code [i.e. the use of a reliable identifi cation procedure guaranteeing that the signature is linked to the form], which may consist of a user name and password.
The proxy or vote cast before the meeting by this electronic method, as well as the receipt that is issued for it, will be considered irrevocable written documents that are enforceable in all cases, it being clearly stated that in the event of the disposal of shares before the second business day preceding the meeting at zero hour, Paris time, the Company will, as a result, invalidate or change, depending on the case, the proxy or vote cast before that date and time.
Exceptionally in the case of granting double voting rights to any fully paid-up shares for which a registered entry for two years under the same shareholder name is demonstrated under Article L.225123 Paragraph 3 of the French Commercial Code, each member of the meeting has a right to as many votes as they hold or are represented by shares.
The share capital was set at €5,006,536,212.80 on March 4, 2016, divided into 3,129,085,133 fully paid-up shares of €1.60 each.
In addition, the Combined General Shareholders’ Meeting of May 21, 2013 authorized the Board of Directors to award new shares to employees and corporate offi cers of Natixis and related companies, for a period of 38 months and on one or more occasions, for a total nominal amount of two-hundred forty-six (246) million euros, to be deducted from the overall one and a half (1.5) billion euro ceiling mentioned above (these authorizations replaced those granted by the Combined General Shareholders’ Meeting of May 21, 2010).
V The Board of Directors, at its meeting on July 31, 2014, by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen, resolved to award 31,955 performance shares for free to the Chief Executive Officer of Natixis.
V At its meeting of February 18, 2015, under the authority granted by resolution 17 of the Combined General Shareholders’ Meeting of May 21, 2013, the Board of Directors resolved to award 95,144 performance shares to the members of the Senior Management Committee. These shares will vest at the end of a vesting period that lasts up to and including February 18, 2019.
In a decision taken on June 23, 2015, the Chief Executive Officer of Natixis set the subscription/withdrawal period for the proposed shares under the Mauve 2015 plan from June 23 to June 26, 2015 inclusive and set the beneficiary Subscription Price for the shares at €5.295 per share.
To increase the share capital by issuing shares or securities giving access to the Company’s capital, reserved for members of employee savings plans without preferential subscription rights in favor of said members, pursuant to Article L.225-129-6 of the French Commercial Code €48 m (a)(b) 26 months 05.21.2013 17 To award free shares €246 m (a) 38 months €144 (b)
To carry out a reduction in the share capital by canceling treasury shares 10% of the shares making up the capital of the Company 26 months None None
To increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights 15% of initial issue (c) 26 months None None
General information on Natixis’ capital 7.2.4 SECURITIES NOT CONFERRING RIGHTS OVER THE SHARE CAPITAL
On November 17, 2006, the Combined General Shareholders’ Meeting authorized the Natixis Management Board to grant, on one or more occasions, stock options to some, or all, employees or corporate offi cers of the Company or of related companies, within the meaning of Article L.225-180 of the French Commercial Code.
In 2007, the Natixis Management Board resolved to grant stock options to certain employees and corporate offi cers of Natixis, Groupe Banque Populaire and Groupe Caisse d’Epargne.
R SUMMARY OF STOCK OPTION PLANS GRANTED TO NATIXIS CORPORATE OFFICERS AT DECEMBER 31, 2015
Number of shares at the end of the fi scal year Share capital (in euros)
Distribution of share capital and voting rights 7.3 Distribution of share capital and voting rights 7.3.1 DISTRIBUTION OF SHARE CAPITAL AT DECEMBER 31, 2015
At December 31, 2015, Natixis’ main shareholders were as follows: % capital % voting rights
of which 0.79% held outside of employee savings plans by employees and former employees.
At December 31, 2015, the percentage of the capital owned by Natixis employees was 2.27%, of which: V 0.81% was held through capital increases reserved for employees; V 0.79% was held outside of employee savings plans by employees and former employees; V 0.67% was held under the BPCE Actions Natixis employee share ownership plan, including bearers of Groupe BPCE shares;
As part of the Mauve scheme, benefi ciaries are able to subscribe for Natixis shares (or, for international benefi ciaries, under an economically similar formula) on advantageous terms and benefi ting from employer-paid contributions in compliance with the provisions of existing plans within the Natixis group.
Accordingly, at its meeting on February 10, 2016, the Natixis Board of Directors again decided to use the authorization to carry out a capital increase - without preferential subscription rights reserved for members of employee savings plans - granted by the Combined General Shareholders’ Meeting of May 19, 2015 (resolution nineteen), for the launch of the Mauve 2016 employee share ownership plan with an overall par value ceiling of €50,000,000, representing a maximum of 31,250,000 shares. To implement the Mauve 2016 Plan, the Board of Directors vested the Chief Executive Offi cer with all the necessary powers, in particular those to set the Subscription Price and the subscription period for the shares to be issued.
(a) of which 0.81% held through capital increases reserved for employees, of which 0.769% held outside of employee savings plans by employees and former employees, of which 0.67% held under the BPCE Actions Natixis employee share ownership plan, including bearers of Groupe BPCE shares.
7.3.6 NATURAL OR LEGAL PERSONS EXERCISING OR POTENTIALLY EXERCISING CONTROL OVER NATIXIS
You may refer to this 2015 registration document for the statement on the fi nancial condition, activity and results of Natixis and its group during the past fi scal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixis website: www.natixis.com).
These resolutions can be categorized into two groups: V the first 18 resolutions (resolution one to resolution eighteen) require the approval of the Ordinary General Shareholders’ Meeting and concern fiscal year 2015: approval of the financial statements, appropriation of earnings, approval of relatedparty agreements and commitments, advisory opinion on the components of compensation due or granted in respect of fiscal year 2015 to each executive corporate officer, overall budget for compensation paid in fiscal year 2015 to the employees referred to in Article L.511-71 of the French Monetary and Financial Code, approval of the co-opting of two directors, reappointment of three directors, reappointment of a Statutory Auditor and their substitute as well as the appointment of a new Statutory Auditor and their substitute, and trading by the Company in its own shares; V the final three resolutions (resolutions nineteen, twenty and twenty-one) require the approval of the Extraordinary General Shareholders’ Meeting and concern authorization to be granted to the Board of Directors to award free shares and powers to complete formalities related to this Combined General Shareholders’ Meeting.
In resolutions one and two, the General Shareholders’ Meeting is asked to approve the Natixis 2015 parent company and consolidated fi nancial statements, respectively.
Accordingly, the dividend per share is set at 35 (thirty-fi ve) euro cents, consisting of an ordinary dividend of 25 euro cents and a special dividend of 10 euro cents.
The payment of the special dividend refl ects Natixis’ wish to award its shareholders any capital that exceeds the Common Equity Tier 1 ratio target if there are no signifi cant acquisitions.
For individual benefi ciaries who are residents for tax purposes in France, this dividend will be taken into account automatically by law to determine total gross income subject to the progressive income tax scale, and will be eligible for an allowance of 40% of the gross amount received (Article 158-3-2 of the French General Tax Code).
In resolution fi ve you are asked, in accordance with Article L.225-42-1 of the French Commercial Code, to approve the Board of Directors’ decision to amend the complementary health insurance and provident scheme of Laurent Mignon, CEO, to allow him to benefi t from the continued payment of his remuneration during 12 months in the event of a temporary inability to work, and to confi rm that he is covered by the complementary health insurance and provident scheme applicable to Natixis S.A.’s employees, namely the Natixis S.A. complementary health insurance, the complementary provident schemes offered by IPBP, IPSEC and CNP [provident scheme in case of death, covering remuneration above the C bracket] as well as the Quatrem provident scheme applicable to certain members of Groupe BPCE senior management, which includes a “Surviving Spouse Annuity”. This decision will give Laurent Mignon social protection similar to that of other members of the BPCE Management Board.
For detailed information on all of the components of compensation for Laurent Mignon, please refer to Chapter 2 of this registration document, particularly Section 2.4, which concludes with the AFEP-Medef summary table submitted to an advisory vote by the shareholders.
Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2015 (resolution eight)
The defi nition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive 2013/36/EU, known as CRD IV, and the Decree of November 3, 2014 and is determined according to criteria set by the European Banking Authority (EBA) in its regulatory technical standard published on December 16, 2013 and approved by the European Commission in Commission Delegated Regulation (EU) No. 604/2014 of March 4, 2014.
With regard to those criteria, these individuals are identifi ed either by applying 15 qualitative criteria because of their functions, their level of responsibility and their authority to materially commit the Company to transactions in terms of credit and risk profi les, or by considering their total level of compensation during the preceding fi scal year, consistent with the three quantitative criteria defi ned by regulation.
Of which 39 employees identifi ed using quantitative criteria: V employees whose total gross compensation allocated during the previous fiscal year exceeded €500,000 or placed them among the 0.3% of the highest earning employees, and who have not already been identified using qualitative criteria.
In accordance with the regulations in force, Natixis has established a strict regulatory framework for the variable compensation of employees belonging to regulated categories of staff. A signifi cant share of this compensation is indexed to the performance of Natixis shares, with payment deferred to a later date and contingent upon meeting presence and performance criteria.
The compensation policy is set out in detail in Section 2.4 of this registration document.
Approval of the co-opting of two directors (resolutions nine and ten)
Resolutions nine and ten ask shareholders to ratify the co-opting of two directors, namely that of: V Françoise Lemalle, co-opted by the Board of Directors on July 30, 2015 to replace Pierre Valentin, who resigned, to serve out the remainder of her predecessor’s term of office, namely until the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year ending December 31, 2018.
The directors’ terms of offi ce would be renewed for four (4) years to end after the Ordinary General Shareholders’ Meeting convened in 2020 to approve the fi nancial statements for the year ended December 31, 2019.
Appointment of a principal Statutory Auditor and its substitute (resolutions sixteen and seventeen)
These proposed appointments are in line with the recommendations of the Audit Committee of October 30, 2014, and December 11, 2015, presented to the Board of Directors at its meetings on November 4, 2014, and December 16, 2015.
The Board of Directors would thus be authorized to set up a treasury share buyback program up to a limit of no more than 10% of the total number of shares comprising the Company’s share capital, or 5% of the total number of shares comprising the Company’s share capital acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer. The Company cannot under any circumstance own at any given time more than 10% of the shares comprising its share capital. The objectives of these share purchases would be: V to set up a liquidity contract; V to award or transfer shares to employees in respect of their share of the Company profits, Employee Savings plans or share buyback programs and to freely award shares or any other form of share allocation to members of staff; V cancelation of shares; V payment or exchange in connection with merger and acquisition transactions.
These shares may be bought, sold or transferred at any time (except in the event of a public offer of the Company’s shares) by any means (including block trades or the use of derivatives) in accordance with the regulations in effect (see below the summary table on the financial resolutions submitted to the shareholders, page 437).
Award of free shares to the employees and corporate officers of Natixis and its associates (resolutions nineteen and twenty)
The above-mentioned resolutions will allow the Company to benefi t from the provisions introduced by Law No. 2015-990 of August 6, 2016 promoting growth, the economy and equal economic opportunity, known as the “Macron Law”, which has amended and relaxed share-award schemes (including the related tax treatment for companies and the recipients of the shares). Furthermore, these resolutions are intended to refl ect a number of amendments to laws and regulations that were introduced in connection with the CRD IV Directive and, in particular, the rules pertaining to the implementation of the compensation policies and practices of credit institutions.
The purpose of resolution twenty is to allow payment of a portion of the annual variable compensation of certain employees and corporate offi cers of Natixis group in the form of an award of free shares in accordance with the CRD IV Directive; this means that the award of said shares is subject to conditions and deferred over time (spread over three years) in accordance with the Natixis remuneration policy (see Section 2.4 of the 2015 registration document).
It is stipulated that in the case where an awardee falling into the second or third categories referred to by Article 341-4 of the Social Security Code becomes incapacitated, the shares will be permanently acquired and immediately transferable.
Said authorizations will entail, in the interests of the recipients of share-awards, the express waiver by the shareholders of the preferential right to subscribe for any shares that may be issued under said resolutions and the corresponding waiver by the shareholders, in the interests of the benefi ciaries of such shareawards, to a portion of reserves, earnings, premiums or any other incorporated rights and, more broadly, the shareholders’ waiver of any right to the shares (whether new or existing) that may be awarded for free under resolutions nineteen and twenty.
The Board of Directors, with the right to sub-delegate said power subject to the conditions laid down by applicable laws and regulations, will enjoy the broadest powers to implement resolutions nineteen and twenty resolutions, and, in particular, to identify the benefi ciaries, the number of any shares that may be awarded to each benefi ciary and the rules for award (e.g. the duration of the vesting period and, as relevant, the holding period).
Draft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016
V Your Company may at no time hold a number of shares representing more than 10% of its share capital
V Maximum purchase price of €10 per share (adjustable particularly for transactions involving the share capital)
V The Board of Directors ensures that buybacks are executed in accordance with prudential requirements, such as those established by regulation 19 Award of free shares in connection with the LongTerm Incentive Plan (LTIP)
V Award limited to 0.2% of the Company’s share capital on the date the Board of Directors takes the decision to make the award.
V Final award contingent on a performance requirement 20 Award of free shares for the payment of a portion of variable compensation 38 months
V Permanent award contingent on satisfying one or more performance requirements for persons targeted in Article L.511-71 of the French Monetary and Financial Code
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 7.5.2 AGENDA AND DRAFT RESOLUTIONS
V Report of the Board of Directors and of the Statutory Auditors on the Company’s activities during the year ended December 31, 2015; V Report of the Chairman of the Board of Directors; V Approval of the 2015 parent company financial statements; V Approval of the 2015 consolidated financial statements; V Appropriation of earnings; V Statutory Auditors’ special report and approval of the agreements and commitments covered by Articles L.225-38 et seq. of the French Commercial Code; V Statutory Auditors’ special report and approval of the relatedparty agreements and commitments referred to in Article L.22542 -1 of the French Commercial Code; V Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2015 to François Pérol, Chairman of the Board of Directors; V Opinion on components of compensation due or granted in respect of the fiscal year ended December 31, 2015 to Laurent Mignon, Chief Executive Officer; V Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2015; V Approval of the co-opting of Françoise Lemalle as Director; V Approval of the co-opting of Sylvie Garcelon as Director; V Reappointment of Sylvie Garcelon as Director; V Reappointment of Stéphanie Paix as Director; V Reappointment of Alain Condaminas as Director; V Reappointment/Appointment of the Statutory Auditors and the substitutes; V Trading by the Company in its own shares: authorization to be granted to the Board of Directors.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Chairman of the Board of Directors on the structure of the Board, the preparation and organization of the Board’s work and the internal control and risk-management procedures established by the Company, the report of the Board of Directors on the parent company fi nancial statements and the management report relating thereto, and the reports of the Statutory Auditors on the parent company fi nancial statements for fi scal year 2015, hereby approves the 2015 parent company fi nancial statements as presented, including the balance sheet, income statement and notes to the fi nancial statements, as well as the transactions refl ected in these fi nancial statements or summarized in these reports.
Based on the share capital at December 31, 2015, and on the assumption that no treasury stock existed on that date, this should break down as follows: To the legal reserve (5% of the earnings for the fi scal year) €56,711,275.72
For individual benefi ciaries who are residents for tax purposes in France, this dividend will be taken into account automatically by law to determine total gross income subject to the progressive income tax scale, and will be eligible for an allowance of 40% of the gross amount received (Article 158-3-2 of the French General Tax Code). The paying establishment will collect the non-defi nitive withholding tax set out in Article 117 quater of the French General Tax Code, except from those individual benefi ciaries who are residents for tax purposes in France that have applied for an exemption under the conditions set out in Article 242 quater of the French General Tax Code. All of the Company’s shares are eligible for this tax treatment.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the special report of the Statutory Auditors on the agreements and commitments subject to the provisions of Articles L.225-38 and L.225-40 to L.225-42 of the French Commercial Code, hereby approves all provisions of this report and the new agreements mentioned therein, having been authorized by the Board of Directors during the fi scal year ended December 31, 2015 (other than those authorized by the Board of Directors on February 18, 2015, which were already approved by the General Shareholders Meeting of May 19, 2015) or after this date up until the Board of Directors’ Meeting in which the fi nancial statements for the year ended December 31, 2015 were approved.
Resolution five (Approval of the regulated agreements and obligations referred to in Article L.225-42-1 of the Commercial Code)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the Board of Directors’ report and the special report prepared Statutory Auditors on the obligations referred to by Article L.225-42-1 of the Commercial Code, hereby approves the changes made to the death and disability and supplemental health insurance scheme for Mr. Laurent Mignon, as authorized by the Board of Directors.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted in accordance with the recommendation in paragraph 24.3 of the AFEP-Medef corporate governance code for listed companies of June 2013, amended in November 2015, hereby approves the components of compensation due or granted in respect of the fi scal year ended December 31, 2015 to François Pérol, Chairman of the Board of Directors, as presented in Natixis’ 2015 annual report/registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.5.1.
Resolution seven (Opinion on components of compensation due or granted in respect of the fiscal year ended December 31, 2015 to Laurent Mignon, Chief Executive Officer)
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 Resolution eight (Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2015)
Resolution nine (Approval of the co-opting of Françoise Lemalle as Director)
Resolution ten (Approval of the co-opting of Sylvie Garcelon as Director)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby renews the appointment of Sylvie Garcelon as a Director for a term of four (4) years, expiring at the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ending on December 31, 2019.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby renews the appointment of Alain Condaminas as a Director for a term of four (4) years, expiring at the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ending on December 31, 2019.
The General Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary meetings, and taking note of the Board of Directors’ report acknowledging the expiry of the mandate of the substitute Statutory Auditor, BEAS, at the end of this General Meeting, resolves to reappoint BEAS – 195 Avenue Charles de Gaulle 92200 Neuilly-sur-Seine as substitute Statutory Auditor, to be represented by Mireille Berthelot, for a term of six fi scal years expiring at the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ending December 31, 2021.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Articles L.225-209 et seq. of the French Commercial Code, hereby authorizes the Board of
Directors, with the right to sub-delegate said powers, to buy back the Company’s shares or to arrange for them to be bought back and: 1) resolves that these shares may be purchased so as to: R implement any Company stock option plan in accordance with the provisions of Articles L.225-177 et seq. of the French Commercial Code or any similar plan, or
This authorization is granted for a period of eighteen (18) months from this meeting. It voids from this day, as applicable, any unused part of any prior delegated power given to the Board of Directors for the purpose of trading in the Company’s shares, particularly that given by the shareholders in resolution eleven of the Combined General Shareholders’ Meeting of May 19, 2015.
(ii) the total number of existing or new shares of the Company awarded for free to the directors and officers of the Company under this resolution may not represent more than 0.03% of the Company’s share capital on the date the decision is taken to award them by Board of Directors (save for any adjustments that may be made to safeguard the rights of the recipients in the event of corporate actions on the securities of the Company) with the understanding that this sub-ceiling will be subtracted from the 0.2% ceiling of the capital referred to above; V resolves that: (i) the award of shares to their recipients under this resolution will become permanent at the end of a vesting period, of no less than three years, to be established by the Board of Directors,
(ii) identify (a) the recipients, the number of shares to be awarded to each recipient and (b) the rules for awarding said shares,
(iii) according to the law, set the number of shares awarded for free that the Company’s directors and officers are required to keep in registered form until they relinquish their functions,
(iv) resolve, based on such rules as it shall determine, to make the adjustments necessary to take account impact of corporate actions on the securities of the Company and, in particular, to set the conditions under which the number of shares awarded will be adjusted; and
Resolution twenty (Authorization to be granted to the Board of Directors for the purpose of awarding shares for free to the employees and corporate officers of Natixis and its associates as payment of a portion of their annual variable compensation)
(iii) in the case where a beneficiary falling into the second or third of the categories laid down by Article 341-4 of the Social Security Code becomes incapacitated, the shares will be permanently awarded and immediately transferable; V resolves that the acquisition of any free shares awarded under this resolution may be contingent on meeting one or more performance requirements determined by the Board of Directors with the understanding that regarding the persons referred to in Article 511-71 of the Monetary and Financial Code, including the Company’s directors and officers, the existence of such performance requirements will in any event be required; V takes due note and resolves that this authorization will entail, in the interests of the share award recipients, the express waiver by the shareholders of their preferential right to subscribe for any shares that may be issued under this resolution and the corresponding waiver by the shareholders, in the interests of the recipients of such shares, to the portion of reserves, earnings, premiums or other incorporated rights and, more broadly, waiver of any and all rights to shares (whether new or existing) that may be awarded for free under this resolution; V resolves that the Board of Directors shall be fully empowered, with the right to sub-delegate said power under the terms set out by law, to implement this delegation of authority, specifically in order to: (i) set the conditions and, as relevant, the criteria for the award of shares,
(v) enter into any agreements, draw up any documents, duly record the completion of share issues carried out under this authorization subsequent to permanent awards and, where appropriate, to accordingly amend the bylaws, perform all acts, formalities and declarations required by any and all bodies and, more broadly, to do all that is necessary
This authorization is granted for a period of thirty-eight (38) months from this meeting.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary and extraordinary business, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its deliberations to carry out any and all fi lings and formalities required by law.
7 LEGAL INFORMATIONStatutory Auditors’ special report on related-party agreements and commitments 7.6 Statutory Auditors’ special report on related-party agreements and commitments
General Shareholders’ Meeting called to approve the fi nancial statements for the fi scal year ended December 31, 2015
In addition, we are required to inform you, in accordance with Article R. 225-31 of the French Commercial Code, of the execution during the past fi scal year of the agreements and commitments already approved by the General Shareholders’ Meeting.
We have been notifi ed of the following agreements and commitments authorized since the fi scal year-end, which were subject to the prior approval of your Board of Directors.
On February 10, 2016, the Board of Directors concluded an amendment to the framework agreement, concluded on September 30, 2014, governing a legally binding scheme for assigning receivables among Natixis, Caisse d’Epargne et de Prévoyance Ile de France, Bred Banque Populaire, and Banque Populaire Rives de Paris, in connection with the closure of Natixis’ Central Branch.
Corporate offi cer concerned: Mr. Sueur, Vice-Chairman of the Steering and Supervisory Committee of Caisse d’Epargne et de Prévoyance Ile-de-France, and Natixis Director.
On February 10, 2016, the Board of Directors decided to amend the personal protection and health insurance scheme for Laurent Mignon, CEO, to maintain his level of compensation for 12 months in the event he is temporarily unable to work, and confi rm his coverage by the personal protection and health insurance scheme for Natixis S.A. employees, as well as the Quatrem death and disability plan extended to certain members of Groupe BPCE senior management, including “Surviving Spouse Annuity”.
The Natixis Board of Directors considered that this decision would give Laurent Mignon social protection similar to that of other members of the BPCE Management Board.
II - AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL SHAREHOLDERS’ MEETING
In accordance with Article R.225-30 of the French Commercial Code, we were notifi ed of the ongoing execution in the previous fi scal year of the following agreements and commitments, already approved by the General Shareholders’ Meeting in previous years.
This preliminary agreement resulted in the signing of several agreements between Natixis and BPCE relating to the guarantee of certain GAPC assets.
On August 5, 2010, the Board of Directors approved Amendment No. 1 to the fi nancial guarantee dated November 12, 2009 (risk participation) between Natixis and BPCE.
Mr. Lemaire, Member of the BPCE Management Board, Member of the Natixis Board of Directors.
Mr. Henry, Member of the BPCE Supervisory Board, Member of the Natixis Board of Directors.
The income recognized by Natixis in respect of cancellation payments amounted to €11,963,194.64 in the 2015 fi scal year.
BPCE, represented by Mr. Duhamel, Chief Financial Offi cer and Member of the BPCE Management Board, BPCE’s permanent representative on the Natixis Board of Directors.
The income recognized by Natixis in respect of this agreement amounted to €965,381.63 for the fi scal year ended December 31, 2015.
On June 6, 2007, the Supervisory Board approved a service agreement between Ixis CIB, CNCE and Banque Palatine pertaining to CNCE’s transfer to Banque Palatine of the operating and technical management of the “Click’n Trade” website, with CNCE retaining ownership of the website, and remaining the forward and cash currency transactions counterparty for Ixis CIB.
On February 19, 2014, The Board of Directors authorized an amendment to the agreement entered into on April 9, 2013 regarding the guarantee granted by Natixis’ Branch Offi ce in New York to the BPCE bondholders as part of a bond issue in the United States governed by Section 3(a)(2) of the 1933 Securities Act. The purpose of this amendment is to alter the sub-ceilings provided for
The Chief Executive Offi cer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE.
At its February 19, 2014 meeting, the Board of Directors authorized amendment no. 1 to the agreement. This amendment sets the terms and conditions of the severance payment payable or likely to be payable to Laurent Mignon in the event of the termination of his duties as Chief Executive Offi cer. Amendment No. 1 had altered the rules for calculating the severance payment, in order to make them compliant with the principles in effect for members of BPCE’s Executive Board.
At its February 19, 2014 meeting, the Board of Directors authorized a non-compete agreement, in the event of the termination of Laurent Mignon’s duties as Chief Executive Offi cer. This noncompete agreement is limited to a period of six months, and includes a payment equal to six months’ fi xed compensation, as paid on the date when his corporate offi ce is terminated, on the understanding that the total amount of the severance payment and the non-compete payment may not exceed a cap set at 24 months’ monthly compensation, as defi ned in the commitment relating to his severance payment.
These commitments and agreements (2.2.2 and 2.2.3) were approved at the Ordinary General Shareholders’ Meeting of May 20, 2014.
Corporate offi cer concerned: Mr. Mignon, Chief Executive Offi cer of Natixis.
These commitments and agreements have no fi nancial impact in 2015.
The global offering was underwritten by a group of fi nancial institutions: V headed by Natixis et J.P. Morgan Securities Ltd in the capacity of global coordinators (“the Global Coordinators”); and
The framework agreement and service agreement fall within the context of the closure of Natixis’ Central Branch Offi ce. They are being entered into under fi nancial terms and conditions that are specifi cally based on the payment of an adjustment balance by Natixis aimed at compensating the bank in question in the event that the refi nancing rate for the assigned loans plus a margin of 0.25% is higher than the average rate of the loans that it is taking over. The purpose of these agreements is to simplify the bank transfer measures taken by Natixis employees who are customers of the Central Branch Offi ce, and also to ensure ongoing local banking services for those employees.
Corporate offi cers concerned: Mr. Patault, Member of the BPCE Supervisory Board, Natixis Director.
2.2.6 Partnership between CNP Assurances, BPCE and Natixis: approval of the Memorandum of Understanding
The Board of Directors authorized the Chief Executive Offi cer, with the right to sub-delegate, in the name and on behalf of the Company, to fi nalize and sign the Framework Agreement Protocol, and negotiate all the fi nal agreements as well as all the additional and ancillary agreements to be concluded, in accordance with the Framework Agreement Protocol for implementing the renewal of the partnership.
BPCE, represented by Mr. Karyotis, Chief Financial Offi cer and Member of the BPCE Management Board, BPCE’s Permanent Representative on the Natixis Board of Directors.
2.2.7 “3a2” debt issuance program in the United States implemented by BPCE
This fi nancial guarantee took the legal form of a risk participation to cover Natixis Real Estate Capital Inc., in proportion to a share of a portfolio of assets held by Natixis Real Estate Capital Inc. at June 30, 2009, following the clear failure to pay the amounts due in relation to the assets on the contractually agreed payment date.
Duration of the agreement: the agreement will end on the fi nal maturity date according to the maturity date of the assets covered by the guarantee.
2.2.10 Natixis’ role as arranger in the €€25,000,000,000 covered bond issue program launched by BPCB, and updated in 2009
On May 11, 2011, the Board of Directors approved an agreement on the Chapel Deal between Natixis and BPCE. The Chapel Deal is part of GAPC (workout portfolio management), within a structured product called Sahara that provides a closer refl ection of the rating of high-quality assets held by GAPC. These securities are covered by the “Neptune” Guarantee entered into with BPCE in 2009. To re-establish the equivalent of the Neptune Guarantee, from which Natixis benefi ted via Sahara, it was proposed that BPCE should guarantee the Chapel security via a total return swap (TRS) at the same time as the Chapel assets were bought back by Natixis.
They enable Natixis to benefi t indirectly from the facilities granted by SFEF. The principle is as follows: V each central institution borrows from SFEF against a pledge of collateral; V all or part of the income arising on this arrangement is used to grant Natixis a loan, in return for a guarantee in the form of collateral, which will be pledged by the central institution to SFEF, in order to secure the loan.
The purpose of the master credit agreements is to defi ne the terms and conditions for intra-group loans. The purpose of the master fi nancial guarantee agreements is to organize Natixis’ collateral arrangements.
To enable Natixis to act as Collateral Agent for the Caisse d’Epargne Group’s €25,000,000,000 covered bond issue, the Supervisory Board approved the following agreements on March 5, 2008: the Receivables Pledge Agreement, the Issuer Accounts Pledge Agreement, the Asset Monitor Agreement, and the Master Defi nitions and Constructions Agreement.
On December 18, 2008, the Supervisory Board authorized the following measures: V the adoption of regulations for the closed collective pension scheme insofar as those regulations define the potential rights of Members of the Executive Board eligible to benefit from the scheme, provided that the Members were appointed to the Board between November 27, 2006 and December 15, 2008. It also closed the scheme to any new Members of the Executive Board (the regulations exclude any compensation resulting from the termination of professional relations with Members of the Executive Board); V as regards the collective provident insurance scheme: to continue to offer the collective provident insurance scheme available to the Chief Executive Officers of the Banque Populaire banks to Members of Natixis’ Executive Board in 2009, it being noted that the scheme adjusts the guarantees applicable to all former Natixis Banque Populaire staff to the specific situation of each member; V as regards severance payments and retirement benefits: not to apply the provisions regarding early termination or retirement compensation arrangements for the Chief Executive Officers of the Banque Populaire banks to Natixis’ corporate officers appointed after May 1, 2005.
2.2.15 Current letters of joint and several guarantee and commitment between Ixis and its subsidiaries
Agreements and commitments approv ed during the past fi scal year
Statutory Auditors’ special report on related-party agreements and commitments 2.3.1 Renewal as required of the commitments and agreements made in favor of Laurent Mignon
As part of Laurent Mignon’s reappointment as Chief Executive Offi cer for a duration of four years, on February 18, 2015 the Board of Directors authorized the renewal, as required, of the commitments and agreements made in favor of Laurent Mignon, namely: V the commitment relating to severance payment and amendment No. 1 to that commitment, as described in point 2.2.2 of this report; V the non-compete agreement, as described in point 2.2.3 of this report.
The aim of this Protocol is to: V note the non-renewal of the Current Agreements; V determine, organize, and manage the contractual package formed by the New Partnership Agreements, for which the Protocol is the umbrella agreement; V determine the term of the New Partnership Agreements, namely seven years as from January 1, 2016. At the end of this 7-year period, BPCE will be able to either extend the New Partnership Agreements for a period of 3 years as from January 1, 2023, or to purchase CNP’s insurance deposit inventory. BPCE will have the option to purchase the existing insurance deposit inventory at December 31, 2020, while CNP will have the option to inform BPCE of its desire to enter into discussions regarding the potential transfer of the insurance deposit inventory between 2020 and 2022; V determine and organize the operation of the Partnership Monitoring Committee (and of any potential sub-committees set up by the latter); and
V Tranche 2 reinsurance matching agreement entered into by ABP Vie, CNP Assurances and BPCE, in the presence of Natixis, the aim of which is to determine the procedures for the management of events: R the provision to CNP Assurances of the list of customers covered by BPCE, in accordance with the frequencies and procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioral shock); R the implementation of the tests required for the proper operation of the determination and information exchange mechanisms provided for in said agreement.
French original signed in Neuilly-sur-Seine and Paris La Défense on March 10, 2016
8.1 STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 454 8.2 DOCUMENTS AVAILABLE TO THE PUBLIC 455 8.3 CROSS-REFERENCE TABLE OF REGISTRATION DOCUMENT 456 8.4 CROSS-REFERENCE TABLE FOR THE ANNUAL FINANCIAL REPORT 458 8.5 CROSS-REFERENCE TABLE FOR THE MANAGEMENT REPORT 459 8.6 CROSS-REFERENCE TABLE OF CRR ARTICLES AND PILLAR III REPORT TABLES 460 8.7 INDEX OF PILLAR III REPORT TABLES 463 8.8 EDTF RECOMMENDATION CROSS-REFERENCE TABLE 464 8.9 CROSS-REFERENCE TABLE OF SOCIAL AND ENVIRONMENTAL INFORMATION 465
The historical fi nancial data, relative to consolidated fi nancial statements for the year ended December 31, 2015, presented in this registration document, has been discussed in the Statutory Auditors’ reports found on pages 336-337, which contains an observation.
The historical fi nancial data, relative to consolidated fi nancial statements for the year ended December 31, 2013, presented in the 2013 registration document, has been discussed in the Statutory Auditors’ reports found on pages 351-352, which contains an observation.
Heading Registration document page number 1. Persons responsible 454 2. Statutory Auditors 322-323 3. Selected fi nancial information 3.1. Selected historical fi nancial information regarding the issuer for each fi scal year 8-9 3.2. Selected historical fi nancial information for interim periods 108 to 113 4. Risk factors 5. Information about the issuer 5.1. History and development of the Company 4 to 7 6. Business overview 6.1. Main activities 10 to 25 6.3. Exceptional events N/A
Heading Registration document page number 16. Administrative and management bodies practices 16.1. Date of expiration of current terms of offi ce 34 to 59 16.2. Service contracts with members of the administrative bodies 77 16.3. Information about the issuer’s Audit Committee and Compensation Committee 69 to 72 16.4. Statement as whether or not the issuer complies with the corporate governance regime 61 17. Employees 17.1. Number of employees 393 17.2. Directors’ shareholdings and stock options 89; 427-428 17.3. Arrangements for involving employees in the issuer’s capital 250-251 18. Major shareholders 18.1. Shareholders owning more than 5% of the share capital or voting rights 429 18.2. Different voting rights of the aforementioned shareholders 429 18.3. Control of the issuer 430 18.4.
20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information 20.2. Pro forma fi nancial information 8-9; 299 to 301 20.3. Financial statements 20.4. Auditing of historical annual fi nancial information 336-337; 373-374 20.5. Age of latest fi nancial information 336-337; 373-374 20.6. Interim fi nancial and other information N/A
Heading Registration document page number 1. Parent company fi nancial statements 338 to 372 2. Consolidated fi nancial statements 206 to 335 3. Management report (French Monetary and Financial Code)
V Factors likely to be material in the event of a public tender offer 431
V Information relative to the locations and activities in each country or territory 323 to 335 4. Declaration by the person responsible for the registration document 454 5. Statutory Auditors’ report on the fi nancial statements 373-374 6. Statutory Auditors’ report on the consolidated fi nancial statements 336-337 7. Statutory Auditors’ special report on related-party agreements and commitments 444 to 451 8. Fees paid to the Statutory Auditors 322-323 9.
Report by the Chairman of the Board on corporate governance, internal controls and risk management (Article L.225-37 of the French Commercial Code) 93 to 104 10. Statutory Auditors’ report on the Chairman’s report 105
Cross-reference table for the management report 8.5 Cross-reference table for the management report
Heading Registration document page number 1. Operations during 2015 1.1. Consolidated results 206 to 335 1.2. Other items of 2015 consolidated results N/A
8 ADDITIONAL INFORMATIONCross-reference table of CRR articles and Pillar III report tables 8.6 Cross-reference table of CRR articles and Pillar III report tables
Title II - Technical criteria on transparency and disclosure 435. Risk management objectives and policies 436. Scope of application a - c
Chapter 3.3.2 d NA, Natixis is compliant with regulatory requirements 437. Own funds 438. Capital requirements 439 Exposure to credit risk i NA, Natixis not concerned 440. Capital buffers 441. Indicators of global systemic importance 1 - 2 NA, Natixis is not a GSIB
CRR articles Table Registration document page number 446. Operational risk 447. Equity exposures in the non-trading book 448. Exposure to interest rate risk on positions not included in the trading book 449. Exposure to securitisation positions g NA, Natixis not concerned j Note 4 k Tab. 33b 157 n.ii Tab. 31 156 n. iv NA, Natixis not concerned o. ii. Tab. 34 158 p
Title III - Qualifying requirements for the use of particular instruments or methodologies 452. Use of the IRB Approach to credit risk b. ii Chapter 3.4.4 134 b. iii Chapter 3.4.6 136 b. iv Chapter 3.4.5.1 135 h Tab. 16b 148 453. Use of credit risk mitigation techniques e Tab. 17b, 17c 151
Registration document page number 454. Use of the Advanced Measurement Approaches to operational risk
NA, Natixis uses the standardized approach 455. Use of the Internal Market Risk Models
Chapter 3: Transitional provisions for disclosure of own funds 492. Disclosure of own funds
Index of Pillar III report tables 8.7 Index of Pillar III report tables
Table 2: Basel 3 RWA by key Natixis business line 132 3.4.8 Exposure to credit risk Table 3: Exposure and EAD by Basel category of exposure 138
Table 8: EAD by residual maturity and by asset class 142
Table 9: Share of gross exposures, provisioned exposures and provisions by Natixis division 143
Table 11: EAD by category of exposure and by standardized rating 144
Table 11B: EAD by category and by agency - Standardized approach 145
Table 21: Notional and EAD on derivatives other than credit derivatives 152
Table 22: EAD on derivatives and repurchase agreements 153 3.4.10. Equity exposures in the banking book Table 23: Breakdown by key Natixis business line 153
Table 27: Aggregate amount of divestment gains or losses for the period under review 154
Table 35: EAD according to the main categories of underlying 158 3.6.4 Quantitative data for measuring market risk Table 36: Capital requirements for market risks 164
Introduction 1 Cross-reference table 460 à 464 2 Terminology and risk measures, key parameters used 3 Presentation of the main and/or emerging risks 115 4 Defi nition of regulatory changes and new key ratios 132, 173, 174
Risk management governance and strategy 5 Organization of risk management and control 114 6 Risk management strategy and implementation 115 7 Key fi gures for the businesses, risk appetite, risk management 115 8 Stress test system 137, 160
Liquidity and Funding 18 Management of liquidity 171-172 19 Encumbered assets 176 20 Balance sheet by contractual maturities 175 21 Refi nancing strategy 172
Reconciliation of risk-weighted assets and accounting items for exposures sensitive to market risks
Credit risk 26 Loan portfolio structure 138, 142 27 Impairment policy, Loan provisions and impairment 137-138 28 Movements in provisions and impairment 279 29 Counterparty risks on market transactions 152, 153 30 Information relating to collateral and measures to reduce counterparty risk 150, 151
Other risks: risks in the insurance sector, operational risks and legal risks, security of IT systems and business continuity plans 165-169, 180-187 32 Analysis of losses related to operational risk, including litigation and compliance 178-180
Cross-reference table of Social and Environmental information 8.9 Cross-reference table of Social and Environmental information
c) Labor relations V The organization of employer-employee communication V Collective bargaining agreements LA4 396
V Work accidents, including frequency and severity, and work-related illnesses LA5, LA8, LA9,
e) Training V Policy application V The total number of training hours
V Resources allocated to the prevention of environmental risks and pollution V Amount of provisions and guarantees for environmental risks EN27, G4-43, N/A 384
b) Pollution and waste management V The prevention, reduction or compensation of air, water and land emissions that seriously damage the environment
c) Sustainable resource use V The use and supply of water in line with local constraints V The use of raw materials and measures taken to make more effi cient use of them
8 ADDITIONAL INFORMATIONCross-reference table of Social and Environmental information Grenelle 2 Law Reference (proposed decree) Designation
c) Subcontractors and suppliers V Purchasing policies that take into account social and environmental issues V The importance of sub-contracting and the social and environmental responsibilities in relation to service providers and sub-contractors
Art. R.225-105-1-II 3° e) e) Other human rights initiatives HR1-2-7-8-9-10 407
Art. R.225-105-2 The independent third-party organization called to give its opinion (...) on social and environmental information that appears or should appear on the report 414
ABCP Asset-backed commercial paper, i.e. a marketable debt instrument backed by cash fl ows from a pool of underlying assets.
AFEP-Medef Association Française des Entreprises Privées – Mouvement des Entreprises de France (French Association of Private Sector Companies – French Business Confederation).
BALO Bulletin des Annonces Légales Obligatoires (French Bulletin for Mandatory Legal Announcements).
An update to the supervisory framework for banks incorporating the lessons from the 2007-2008 fi nancial crisis, meant to complement the Basel 2 accords by reinforcing the quality and quantity of the minimum capital requirements applicable to fi nancial institutions. It also establishes minimum requirements for liquidity risk management (quantitative ratios), defi nes measures aimed at limiting procyclicality in the fi nancial system (capital buffers that can vary based on the economic cycle) and reinforces requirements for fi nancial institutions deemed to be systemically important.
A portion of a loan issued in the form of an exchangeable security. For a given issue, a bond grants the same debt claims on the issuer for the same nominal value, the issuer being a company, a public sector entity or a government.
A means of asset fi nancing whereby the lender is routinely informed of the value of the borrower’s assets pledged as collateral.
CLS Continuous Linked Settlement, a global settlement system for foreign exchange trades.
Core Tier 1 ratio Core Tier 1 (CT1) capital over risk-weighted assets.
A measure calculated by dividing the net expense of commercial risk by loans outstanding at the beginning of the period.
EAD Exposure at default, or the value of exposure to the risk of the debtor defaulting within one year.
ECAI External Credit Assessment Institution, i.e. a credit rating agency that is registered or certifi ed in accordance with EU regulation, or a central bank that issues credit ratings.
Equity (tranche) In the context of securitization, the equity tranche refers to the tranche that bears the fi rst losses incurred from defaults within the underlying portfolio.
FIDEPPP Fonds d’Investissement et de Développement des Partenariats Public-Privé (Public-Private Partnership Investment and Development Fund).
The Financial Stability Board, whose mandate is to identify vulnerabilities in the global fi nancial system and to implement principles for regulation and supervision in the interest of fi nancial stability. Its members are central bank governors, fi nance ministers and supervisors from the G20 countries. Its primary objective is to coordinate international efforts by national fi nancial authorities and international standard setters in the regulation and supervision of fi nancial institutions. Conceived at the G20 summit in London in April 2009, the FSB functions as the successor to the Financial Stability Forum, which was founded in 1999 under a G7 initiative.
Global ratio Overall capital (Tier 1 and Tier 2) over risk-weighted assets.
The capital requirement intended to cover issuers’ credit migration and default risks for a period of one year for fi xed income and loan instruments in the trading book (bonds and CDSs). The IRC is a 99.9% value-at-risk measure; i.e. the greatest risk after the elimination of the 0.1% worst-case scenarios.
lFACl Institut Français de l’Audit et du Contrôle Internes (French Institute of Internal Auditing and Control).
Loss ratio Total losses paid to settle claims divided by premiums paid.
NRE Loi sur les Nouvelles Réglementations Économiques (French Law on New Economic Regulations).
Own Risk and Solvency Assessment. As part of European efforts to reform prudential regulation of the insurance industry, ORSA is an internal process undertaken by the institution to assess risk and solvency. It must show its ability to identify measure and manage factors that could have an impact on its solvency or fi nancial situation.
PD Probability of default, i.e. the likelihood that a counterparty of the bank will default within a one-year period.
Re-securitization The securitization of an exposure that is already securitized where the risk associated with an underlying pool of exposures is tranched and at least one of the underlying exposures is a securitization position.
RMBS Residential mortgage-backed security, i.e. a debt security backed by a pool of assets consisting of residential mortgage loans.
SA (standard) Standardized approach, used to measure credit risk as defi ned by EU regulations.
Like in the VaR approach, stressed VaR is calculated based on a fi xed econometric model over a continuous 12-month period under a representative crisis scenario relevant to the bank’s portfolio, using a “historical simulation” with “one-day” shocks and a confi dence interval of 99%. However, unlike VaR, which uses 260 daily fl uctuation scenarios on a sliding one-year period, stressed VaR uses a one-year historical window corresponding to a period of signifi cant fi nancial tension.
Subordinated notes Debt securities that are ranked below senior debt in terms of repayment priority.
The equity share held by the Company, especially through the share buyback program. Treasury stock does not bestow voting rights and is not included in the calculation of earnings per share, with the exception of securities held in association with a liquidity contract.
TRS Total return swap, i.e. a transaction whereby two parties exchange the income generated and any change in value on two different assets over a given time period.
A joint company with a Board of Directors with share capital of €5,006,536,212.80
p e n r e a d e r a n d s c a n c o d e t o a c c e s s N
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