SUSTAINABLE DEVELOPMENT 91 A fi rm commitment to sustainable development 92
Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 418
(1) After anticipated 50% deduction of CCIs in accordance with CRD/Basel II rules.
(b) Based on number of shares outstanding at end of year.
Natixis: a ■ toll-free number open to shareholders (0800 41 41 41)
Member, Supervisory Board First appointed: AGM, 17.11.2006 Term expires: 2012 AGM (3)
Vincent Bolloré heads and controls Groupe Bolloré that occupies leading positions in several industrial activities and services and media sectors. Jean-Charles Naouri is Chairman of Euris, the holding company to one of France’s largest retail groups. Henri Proglio is Chairman and Chief Executive Offi cer of Veolia Environnement. Robert Zolade is Chairman of the catering company, Groupe Elior.
At least once a quarter, and in practice at each meeting, the
Amongst the provisions of these Internal Rules particular attention should be drawn to those that deal with: the defi nition of the criteria used to qualify members ■
Board’s responsibility was the approval of the proposed share capital increase with the maintenance of preferential subscription rights for a total of around €3.7 billion. It also approved the transformation plan for the Corporate and Investment Bank that was presented to it at the end of the year.
During its March 28, 2008 and June 26, 2008 meetings: the shareholders’ loan agreement between Natixis, BFBP ■
December 15, 2008); the agreement in relation to the distribution of products and ■
Offi cer of Banque Fédérale des Banques Populaires, Member of the Audit Committee.
including audits of subsidiaries, which should be presented to the Committee at least one week prior to approval; it gives an opinion on the report submitted to it each year in ■
The Committee also heard from the Chief Executive Offi cer on current events and, notably, the consequences of the fi nancial crisis. The Audit Committee benefi ted from the presence at its various meetings of the Natixis CFO, as well as of the Risk Director, the Audit Directors of Natixis and the principal shareholders, and the Heads of Compliance and Internal Audit.
Company’s General Shareholders’ Meeting; the general policy for the grant of subscription stock ■
It examines and gives an opinion on insurances taken out by the Company in relation to offi cers’ liabilities; selection procedures ■
Executive Board to fi ve, François Ladam having announced that he wished to retire effective May 31, 2008.
It also proceeded with the grant of a subscription option plan to certain employees of the Natixis, Banque Populaire and
The total compensation budget has been set at €500,000 for a
This contract provides for fi nancial provisions in the event that it was to be terminated unilaterally by Natixis.
On March 23, 2009, the Executive Board decided against granting these share option plans that had been postponed until this date and which were initially planned within the Natixis group for 2008, to the extent that none of these share options were granted.
Benefi ts from this pension guarantee vest upon the member completing his career, which may occur at various ages from 55 years to 63 years, depending on the respective member’s age when he entered the plan.
AMF recommendations for the 2008 reference document require the publication of the valuation of subscription options granted during 2008 and 2007 to executive corporate offi cers.
Value of performance stock grants during the fi scal year 2008 2007
Member Natixis Compensation Committee 4,000 4,000 due: 3,000 paid: 7,000 (1)
Member, Natixis Audit and Compensation Committees 10,000 10,000 due: 3,000 paid: 7,000 (1)
(2) Including a portion due in relation to director’s fees for the 2007 fi scal year.
financing from Jane’s Transport Finance for their innovative characteristics: Turkish Airlines, Qatar Airways, TAM, Air Asia and Jet Airways; “Best Rail Financing Transaction Europe ■ ” for fi nancing Angel Trains, awarded by Jane’s Transport Finance; 6 awards in project financing: “Best financing ■
France and internationally, and directly manages three activities: straight fi nancing operations, cash management, and mergers and acquisitions advice. It also manages the subsidiaries and branches around the world, with the exception of Asia and North
Coverage coordinates marketing and sales activities at customer level across all business lines with a focus is on controlling risk and optimizing overall profi tability from client relationships over the long term. Coverage offers the full spectrum of Natixis services and businesses, including CIB, asset management, private equity and private banking, services and receivables management.
The marketing and sales approach is structured to include senior bankers, sector groups and regional departments, with priority given to local customer relationships and sector expertise; this approach is organized by client type: companies and investment funds, institutional and public-sector clients, and natural resources.
Journal). Six awards for “Best fi nancing transaction of the year”
Natixis also offers a warehousing service to its clients, allowing them to monetize their asset portfolios by placing them in dedicated conduits (Direct Funding, Elixir and Versailles), prior to their placement.
In this capacity, Natixis arranged or co-arranged 4 real-estate bond programs.
The synergy between the Structured Finance and Commodities teams allows Natixis to offer its clients a wide range of products combining fi nancing and risk hedging related to high market volatility.
In the area of research, NBI’s reputation is growing in the three areas in which it specializes (energy, health and media), and it received an award in 2008 from “Institutional Investor All-
Corporate and Investment Banking division’s North American platform offers customized solutions and fi rst-rate service to institutional customers, companies and local authorities in the
Europe, a real estate asset-management company present in 10 European countries, particularly Paris and London, manages €17.6 billion in real estate assets. A subsidiary of AEW Europe,
The Private Equity and Private Banking division groups business lines that are similar because of the nature of their clients, their organization and their professional practices.
The Natixis Private Equity model is based on associating small entrepreneurial teams, structured according to the economic sectors, specifi c issues and life cycles of the companies that they support over their long-term development.
With nearly €4 billion under management, Natixis Private Equity is one of the most important sources of capital in France for companies valued up to €500 million. NPE has supported all the funds managed by its teams since they were created and remains the main underwriter.
Natixis’ Private Banking business addresses three client segments: French and international direct clients, for wealth ■
Company, aims for the operational application of the effects of future regulatory changes, not only in terms of capital adequacy and the internal risk-assessment model, but also in matters of corporate governance.
Banques Populaires in their marketing approach and will integrate its products with those offered by the seven Regional Banks, now subsidiaries of Groupe Banque Populaire. Natixis Lease will also support the Caisses d’Epargne in developing their business with professionals and companies.
This is assisted by its integration into the range of services offered by Banques Populaires and by a close collaboration with Natixis’
Algérie has designed an innovative product range, with dedicated agreements covering all common operations (checking account, savings account, e-banking, bank card, etc.), and facilitating access to fi nancing (consumer loans, fi nancial leasing and real estate loans).
The Payments business designs, develops and manages all auxiliary processes and services necessary for the fi nancial conclusion of all types of payment.
Coface is developing its expertise in measuring the risk of Company default.
Coface has implemented a worldwide rating system: the @rating score. The @rating score is available on 50 million companies and measures the probability of bankruptcy within the year. It is associated with a @rating credit opinion, which indicates a suggested credit limit (1@ = €20,000, 2@ = €50,000, 3@ = €100,000, etc.).
The youth clientele is a major strategic issue for the Group. It offers products structured according to the age of these clients, with the “Premier Pas” savings account dedicated to savers under 12, and a new payment card for the 12 to 18 age group, the “carte budJ”.
Groupe Banque Populaire also positions itself as the leading banking partner for the establishment of self-employed professionals. Facilities and guides have been provided, both for employees and for self-employed professionals.
Group plays a leading role in this market and supports most of the large French groups with Natixis.
France’s third-largest banking network with 4,376 branches, 6,881 ATMs and a full range of online banking services. Nearly one in two people in France are Caisse d’Epargne customers, 3.7 million of whom are cooperative shareholders. The Caisse d’Epargne banks are committed to the idea of social progress that led to their creation and are open to everyone. They are continually working on innovations to make life easier for their customers and support them in their projects.
Consumer loans grew strongly in 2008 in a declining market; this performance is supported by Izicefi which allows Caisses d’Epargne’s 22,000 salespersons to offer services correctly adapted to the requirements and resources of their clients.
In the context of a fi nancial crisis and tight conditions for obtaining loans from October 2008, GCE has provided local authorities, the public hospital sector and social-housing organizations with a budget of €2.5 billion, complementing the other measures taken by the public authorities. At the end of 2008, this budget allowed local public authorities to obtain the fi nancing necessary for continuing their investment projects.
Plan for adaptation to the competitive and economic context (PACEC) 80
Systems and Shared Services), and the functions supporting operational business lines. These areas contain the employees in the professional categories where workforce reductions are planned.
Simultaneously with this project, savings are made by reducing the number of courses provided in certain areas. This new organization should be put in place in mid-2009.
representatives, of the situation of employees who had not had pay rises for at least 3 years on June 1, 2008.
Resources managers in charge of Natixis’ various activities were given communication resources covering the internal job offers and the employees for whom they were responsible, in order to enhance mobility and career development among employees.
training in this area, with personalized course structures; transfer of managerial courses to Natixis Management, with ■
All of these actions contribute to the dissemination of information, the development of a cross-company approach and the emergence of the Group’s culture.
Natixis Management also continued its task of retaining and integrating new hires through organizing the Objective Discovery seminar. The new element in 2008 was the organization of these seminars for 300 participants, with the contribution of 10 experienced managers for organizing sub-groups at each of the sessions.
impact of the Employment Support Plan on working conditions, workload and health risks to employees.
Lastly, as is the practice every year, an infl uenza vaccination campaign in the workplace took place in the Fall.
curbs on waste, protection for local populations, biodiversity and cultural heritage, etc.).
largest teams of research analysts and asset managers dedicated to SRI: 10 SRI asset managers are assigned to the various asset management units and are responsible for ongoing embedding of ESG principles into decision-making; they are supported by a team of 18 ESG analysts and credit analysts; to foster synergies and information sharing beyond the Core ■
extra-fi nancial and credit research department: two quantitative engineers are responsible for research (correlation, theory of runs) and documenting the materiality of extra-fi nancial criteria.
(PRI) in 2008; a member of the European Social Investment Forum (EUROSIF) ■
with the independent consulting fi rm Amadeis and the French business daily, Les Echos, on November 26, 2008; sponsor of the inaugural edition of the “International ■
(4) According to the 2008 edition of the Baromètre des Finances Solidaires league table published by Finansol.
Concerning the management of seniors, the Group carried out a survey on the situation of seniors within Natixis, the results of which will form the basis for negotiations with labor representatives in 2009.
covering France and other countries – relate to Natixis’ parent company and its French subsidiaries.
At the end of 2008, 98.4% of employees were employed on permanent contracts, versus 97.6% in 2007.
ceiling of €500; human Resources line managers and HR representatives ■
Similarly, Natixis continues to use the services of a local health authority doctor to provide twice-weekly employee consultations in the Paris region.
A key area of focus for training initiatives in 2008, both within the parent company and subsidiaries, was developing seminars for managers at middle and senior management levels while placing increased emphasis on soft management skills.
Percentage of women in the parent company workforce 45.5% 46.0% 47.6%
Share of total training hours received by women 47.8% 51.5% 50.0%
Furthermore, in order to facilitate access to information for employees suffering from motor disabilities or visual or hearing impairment, the human resources intranet site was upgraded in 2006 to meet international standards on web accessibility.
Total paper consumption includes white and colored paper, security printing paper, envelopes, internal and external printed materials, etc.
MEASURES TAKEN, IF ANY, TO ENSURE THAT THE COMPANY’S BUSINESS OPERATIONS COMPLY WITH ENVIRONMENTAL LEGISLATION AND REGULATIONS
Natixis’ ’ operations, and therefore on its results of operations and fi nancial condition. Current conditions in debt markets are characterized by a reduction in liquidity and an increase in credit risk premiums. These conditions, which increase the cost and reduce the availability of credit, have become signifi cantly worse since Lehman Brothers fi led for bankruptcy protection in September 2008, and this situation could continue, or even worsen, in the future. Natixis’ cost of debt also depends on its ability to maintain an investment-grade credit rating. In addition,
Natixis may generate lower revenues from brokerage and other commission and feebased businesses during market downturns
allocated capital and corporate costs allocated to the business segments (fi rst applied on June 30, 2008); rules for capital allocation: ■
broken down into two parts: until September 15, 2008, when Lehman Brothers ■
The cost of risk amounted to a substantial €970 million. This includes €317 million covering counterparty defaults in the
In 2007, the two subgroups’ net banking income came to €2,574 million and a -€864 million respectively.
amounted to a loss of €3,239 million after taking into account €705 million in deferred tax benefi ts.
The CIB division’s overall net banking income (excluding GAPC) amounted to €2,857 million, up 11% compared with 2007.
Asset under management were also affected by a structural change, French post offi ce bank Banque Postale’s withdrawal of its portfolios, although this only had a limited impact on net banking income.
Asset Management no longer holds any shares in the ABS+ fund. Instead, it owns the assets themselves, thereby allowing the fund’s assets to be moved to the AFS (available for sale securities) category. This had a negative impact of €32.8 million on 2008 net banking income.
CHANGES IN ASSETS AND NET FUNDS RECEIVED OVER 12 MONTHS 2008
The division’s revenues were held back by the reduction in fi nancial results in life insurance in the wake of the equity markets’ declines, and value adjustments to the leasing business line’s rental property portfolio, which the strong performances turned in by the division’s other business lines were not suffi cient to offset.
The decline can be attributed to the inversion of the yield curve, which favored short-term investments to the detriment of life insurance, heavy falls in the equity markets and the desire by most institutions to preserve a high level of liquidity, which kept sales forces busy in other asset-gathering activities.
Although the French market is showing signs of ■ slowing down,
The Group’s Private Banking operations are undergoing a reorganization, with French entities Banque Privée Saint
Funds under management fell sharply over the year, from €17.3 billion at the end of 2007 to €13.6 billion at the end of 2008, a drop of 22% or -€3.75 billion.
delegations and decision-making Committees; independent analyses providing a second opinion, carried ■
These procedures are updated so as to remain consistent with those of the Caisse d’Epargne and Banque Populaire Groups, particularly with respect to rating methodologies for each asset class and market segment.
January 2008. It has sought approval to adopt the advanced approach (IRBA) for most of its operations.
FINANCIAL DATA6 Management Report 5.3.2 – Internal rating system and Methodologies
ratings and the associated rates of default for the three rating agencies with respect to major counterparties; using historical internal default data for “small” corporate ■ entities with parent company and consolidated fi nancial statements; using mapping based on rating agency data for sovereigns. ■
Credit-risk monitoring is based on the accountability of the various business lines and the control measures overseen by a dedicated team within the Risk Management Department.
AVERAGE WEIGHTINGS AS OF DECEMBER 31, 2008 BY INTERNAL RATING (S&P EQUIVALENT)
Specialized fi nancing benefi ting from “strong” or “good” rating grades (50%, 70% and 90% weightings) account for 87% of riskweighted assets in this asset class.
(in millions of euros ) Exposure at default Expected loss Rate of expected lossCategory of exposure
Stability Forum tables) are included in the notes to the fi nancial statements.
Natixis uses methodology designed to measure market risks incurred by the various entities comprising its Capital Markets business.
Due to the specifi c nature of their activity, some subsidiary credit institutions (leasing, factoring, private banking, consumer fi nance)
departmental investigation is then conducted, and a report giving the facts and recommending action plans is drawn up.
All the policies mentioned above were taken out with insurance companies deemed by the market to be solvent.
Natixis have already made a provisional payment. Natixis has appealed this judgment.
Crédit Mutuel Group to challenge the validity of its purchases of
A complaint has been fi led by Natixis shareholders, coordinated by the Association de défense des actionnaires minoritaires
As Natixis Assurances essentially markets savings products, the main risks resulting from its insurance contracts are of a fi nancial nature: Risk no longer being able to meet the minimum ■
Breakdown of exposure to equities on the basis of the intention in holding the asset, including the search for capital gains and strategic reasons
reduction in the size of the funded balance sheet; the increase in assets given to the ECB and the U ■ .S. Federal
Like all fi nancial institutions, Natixis had to cope throughout the year with a signifi cant widening of issuer spreads, linked to the market environment, the downgrade of its long-term credit rating to single A by Standard & Poor’s and Fitch in October 2008, and widespread wariness on the part of investors, particularly after the collapse of Lehman Brothers on September 15.
Natixis’ main EMTN program has a €45 billion ceiling. Other programs aimed at covering targeted clienteles are also used.
Net income recorded a loss of €5,054 million, compared with a loss of €467 million in 2007.
The Supervisory Board wishes to thank all teams and the Executive Board for the work carried out during the past year and the quality of information communicated to it.
+/- Decrease/(increase) in property, plant & equipment and intangible assets 35 (305)
The main impacts of the crisis on the fi nancial statements of the Natixis Group for the year ended December 31, 2008 are detailed in Note 6.
the Caisse d’Epargne and Banque Populaire networks; products and services for independent wealth management ■
December 31, 2008: IFRS 8 “Operating segments” adopted by the European ■
In determining whether it exercises control or signifi cant infl uence,
On June 9, 2008, a new fi nancial agreement was signed covering the four-year period from 2007 to 2010. This agreement defi nes the retroactive fees payable to Coface for 2007.
Principles adopted for measuring other transactions affecting the structure of the Group and described in Note 1.2
All items of goodwill are tested for impairment based on the value in use of the cash-generating units (CGUs) to which they have been allocated.
changes in net infl ows, refl ecting the commercial appeal of the ■
Solvency II, to replace conjuncture-based surrender rates; a combination of the A ■ cam’s dynamic surrender rates and the structural surrender patterns used in the second test; a combination of the A ■ cam’s dynamic surrender rates and infl ows over a four-year period.
Private Equity sub-group makes equity investments in unlisted companies via FCPR and SICAR investment funds and limited partnerships. All four SIC 12 criteria (“Operations”, “Decisionmaking powers”, “Benefi ts” and “Risks”) need to be assessed on the basis of the level of Natixis Private Equity’s shareholdings at each stage of investment, as well as of any guarantees provided to these entities.
syndicated and the risks are equitably shared between the lenders in proportion to the amounts they have lent.
to own or lease real estate assets designed to be leased or otherwise made available to other Group subsidiaries or third parties. Such SPEs are consolidated if Natixis has a majority shareholding and if the SPEs are material to Natixis’ consolidated fi nancial statements. Three entities meet these criteria and have thus been consolidated as of December 31, 2008: Natixis Immo Exploitation; ■
Banking International (NPBI) following a share capital increase entirely subscribed by Natixis Private Banking and purchase of 3.01% of minority interests generating goodwill of €0.7 million.
% total CDO write-downs as of December 31, 2008 94.3% 96.4% 95.2% 21.4% 21.9% 12.6% 65.2% 89.4%
“Loans and advances” as provided for by the “Reclassifi cation of Financial Assets” amendment to IAS 39 and IFRS 7 published on October 13, 2008. The reclassifi cation was made on the basis of the assets’ €6,386 million fair value as of the date of reclassifi cation.
US Agencies (loans and receivables portfolio) 0 4,123 0 (112) 4,011 4,011
The Group measured its CMBS exposures on the basis of the applicable market prices as of December 31, 2008 in the same way as for previous periods.
If the estimated future cash fl ows are subsequently revised upwards, the impact is accounted for as an adjustment to the effective interest rate at the date of the change in estimate.
Determining whether there is objective evidence of impairment is based on a multi-criteria analysis and independent expert opinions, particularly in the case of debt instruments. Indications of impairment are listed below: debt instruments: default on interest or principal payments; ■
its quoted price. A fi nancial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis; if the market for a fi nancial instrument is not active, fair value ■
Certain hybrid and/or long-maturity fi nancial instruments are measured using a recognized internal model on the basis of market parameters derived from observable data such as yield curves, implied volatility layers of options, market consensus data or active over-the-counter markets.
Gains or losses on disposals of assets used in the business are recognized in the income statement under “Gains or losses on other assets”, while gains and losses on disposals of investment property are recorded within “Income from other activities” or
IFRS: the securities continue to be recorded in their original IFRS
A provision for restructuring costs is recognized when the standard aforementioned criteria for recognizing provisions and the two following conditions are met: there is a detailed formal plan for the restructuring, identifying ■
it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it.
No provisions were recognized in respect of future operating losses or major repairs. The Group has no contingent assets or liabilities.
Management participations1 preferred shares. The vesting period under these plans was three years for US benefi ciaries and four years for European benefi ciaries. All options under these plans were exercised in 2008; a plan was set up by Natixis Multimanager (formerly IXIS Private ■
Natixis, Banque Populaire and Caisse d’Epargne Groups. The bonus share plans cover employees in France with at least three months’ service at the grant date, who hold an employment contract with one of the following: Natixis; ■
liabilities and contingent assets”, which is the amount that the entity would normally pay to settle the obligation or to transfer it to a third party.
All fi nancing commitments granted by Natixis give rise to loans granted at market rates at the grant date. The drawn-down portion of these commitments is classifi ed in “Loans and advances”. These commitments constitute contingent liabilities and are recorded in accordance with IAS 37. On inception, they are not recognized in the balance sheet. A provision is recognized in liabilities if the cost of the commitment exceeds the associated revenues.
to infi nity, using a rate refl ecting the expected annual growth rate; discounting cash fl ows at an expected average annual rate of ■
modeling claims experience; for life insurance, technical reserves are computed based on ■
Securities designated at fair value through profi t and loss 8.1.1.3 35,894 26,935
Nationale des Caisses d’Epargne as security for the fi nance obtained from SFEF.
Restructured fi nancial assets are debt instruments recognized as assets and the terms and conditions of which (relating to their interest rates or repayment) have been renegotiated as a result of fi nancial diffi culties experienced by the counterparty.
These debt securities are initially recognized at fair value, which is the issue price less transaction costs, and then stated at amortized cost, using the effective interest rate method to defer issue costs over the lifetime of the securities.
techniques. These techniques include the use of recent transactions, the reference to the fair value of a substantially identical instrument, discounted cash fl ow methods, sharevaluation models and any valuation technique commonly used by players in the market.
This item comprises capital gains and losses on the disposal of property, plant and equipment and intangible assets, as well as capital gains and losses on the disposal of investments in consolidated companies.
(1) The main deductions in respect of permanent timing differences concern the tax-exempt net income of venture capital subsidiaries. Foreign deductions include fi scal amortization of goodwill and tax-exempt income from subsidiaries in Luxembourg and the United States.
(2) Including €135 million of deferred tax assets recognized by the New York branch.
The total subscription price has thus been maintained at a constant level (pre- and post-share capital increase).
The two-year vesting period required under French law runs from this date. Over this period, employees do not own the shares. They have a non-transferable allocation right through to the end of the vesting period, but they do not have any voting rights or rights to dividends.
Depreciation, amortization and impairment of property, plant and equipment and intangible assets (222) (221)
Mr. François Ladam was already a potential benefi ciary of this plan prior to November 17, 2006, based on his service at Natexis
were not eligible for any severance payments for their service at
are reclassifi ed under related line items in the banking format.
Change in fair value of investments carried at fair value through profi t and loss (1 424) (1 341) (1 341) (83) (1 424)
NATEXIS ABM CORP Trading in securitized instruments FC 100 100 100 100 United States
FCPR IXEN II (1) Buy-in/buy-out fi nancing FC 100 84 100 75 France
NATEXIS CAPE International investment fund FC 99 95 98 88 Luxembourg
AEW CENTRAL EUROPE (2) Asset Management FC 89 89 0 0 United States
ASAHI NVEST INVESTMENT ADVISORY CO, Ltd Distribution EM 49 43 49 43 Japan
HANSBERGER GLOBAL (HK) Ltd Asset Management FC 89 89 89 89 United States
IXIS AEW ITALIA Asset Management FC 89 53 89 53 Italy
LOOMIS SAYLES MULTISTRATEGY ALPHA, LP (1) (2) Asset Management FC 89 89 0 0 United States
NATIXIS GLOBAL ASSET MANAGEMENT PARTICIPATIONS 3 Holding company FC 89 89 89 89 France
WESTPEAK GLOBAL ADVISORS, LP Asset Management FC 89 89 89 89 United States
PLACEMENTS COFACTIONS 2 Insurance investment mutual fund FC 100 100 100 100 France
COFACE IRELAND - SUCC (COFACE SA) Insurance FC 100 100 100 100 Ireland
NATIXIS LEASE MADRID Equipment and property leasing FC 100 100 100 100 Spain
CACEIS BERMUDA Ltd (formerly Olympia Capital Bermuda Ltd) * Funds Administration PC 50 50 50 50 Bermuda
INTERCOOP Lending institution/ Real estate leasing EM 20 20 20 20 France
The consolidated fi nancial statements have been approved by the Executive Board. Our responsibility is to express an opinion on these fi nancial statements based on our audit.
Caisses d’Epargne, entities which received direct fi nancing from the SFEF, are shown on the balance sheet line “Due to banks” for a sum of €835.6 million; perpetual super-subordinated bonds. Two issues for a sum ■
Banque Fédérale des Banques Populaires, and the other in its entirety by Caisse Nationale des Caisses d’Epargne.
These issues mirror those subscribed by Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne with Société de Prise de Participation de l’État.
For lease fi nancing and similar transactions, capital gains and losses on disposal and funding and reversals of provisions
Financial assets that are not specifi cally identifi ed as impaired are divided into groups of assets with similar risk profi les on an industry by industry basis. Each group of assets is assessed for objective evidence of impairment based on observable data indicating a likely decrease in the estimated recoverable cash fl ows for that group of assets. Collective provisions are funded to cover any objective evidence of impairment. Assets that are subsequently specifi cally identifi ed as impaired are no longer included in the groups of assets assessed collectively.
December 31, 1976 are stated at their value in use as determined at the time of the 1976 mandatory restatement. Assets acquired since 1976 are recorded at acquisition cost. Fixed assets of the former BFCE are carried on Natixis’ balance sheet at their value in use as determined at the time of BFCE’s acquisition by
The notional value of the instrument underlying the option or forward contract is recorded off-balance sheet, with hedging and trading transactions identifi ed separately.
Issues Task Force, the French Pensions Law of August 21, 2003 reformed the retirement terms and conditions applicable to employees; this reform was treated as a change of applicable regime and its effect deferred over the employees’ remaining working lives.
Securities received under repurchase agreements: 38,017 76,696 76,696 accrued interest receivable 236 1,032 329
We performed the procedures that we considered necessary in accordance with the professional standards issued by the French
Supervisory Board approved the following agreements on March 5, 2008: the Receivables Pledge Agreement; ■
To enable Natixis to act as the arranger for the €25 billion secured bond issue program launched by BFBP, the Supervisory Board approved the following on November 23, 2007: a credit and fi nancial guarantee master agreement between Banques Populaires Covered Bonds, ■ BFBP, Natixis, and initially, seven
CHAIRMAN’S REPORT ON CORPORATE GOVERNANCE AND INTERNAL CONTROL (ARTICLE L.225-68 OF THE FRENCH COMMERCIAL CODE)7 Internal control procedures
in order to ensure consistency throughout the Group. The internal control system therefore covers all risks and extends to all business lines and subsidiaries of the Natixis Group. Local permanent and periodic control functions within the Group’s subsidiaries or business lines report to Natixis’ corresponding central control departments, either on a functional basis in the case of subsidiaries or on a hierarchical basis in the case of business lines. The “risk”, “compliance” and “inspection/audit”
The Compliance Department promotes the development of best practices in preventing and managing compliance risk at Natixis, thereby helping to prevent fi nancial loss and related image risk.
In the head offi ce business lines, Compliance managers report directly and hierarchically to Natixis’ Chief Compliance Offi cer.
Bank were harmonized and reissued. A new system was also rolled out to enable business lines to notify the Compliance
regulation 97-02. In this respect, it is independent from all business lines and support functions. It has no operational role and can therefore never be in the position of both judge and interested party.
Efforts were made to further consolidate Natixis’ audit function in three main directions: agreements regarding the organization of periodic controls ■
Finally, the major crisis observed in the fi nancial markets led CIB
The Charter applies to all Natixis Group entities whose operations entail market risks.
the anti-market fraud task force set up following the Kerviel ■
departure procedures including external personnel, reducing the number of back offi ce suspense items and the ■
Lastly, the Risk Department is involved in managing the operational risks related to the launch of new products and operations. It coordinates the analysis by the applicable support functions, as well as contributing to and chairing the committees dealing with such projects.
CHAIRMAN’S REPORT ON CORPORATE GOVERNANCE AND INTERNAL CONTROL (ARTICLE L.225-68 OF THE FRENCH COMMERCIAL CODE)7 Internal control procedures and increased reconciliation of intra-Group transactions and balances; an automated control procedure for individual information ■
2009 will be devoted to: interfacing entities’ reporting packages with the accounting ■
Task forces were set up to review and resolve these suspense items, the structural causes of which were identifi ed in order to enable appropriate corrective action to be taken in the relevant applications.
Supervisory Board in accordance with Article L.225-68 of the French Commercial Code.
REPORT FROM THE EXECUTIVE BOARD ON THE RESOLUTIONS TO BE PUT TO THE VOTE AT THE GENERAL SHAREHOLDERS’ MEETING 416
In the tenth and eleventh resolution, shareholders are being asked to adopt, in place of an executive and Supervisory Board, the form of a public limited company (société anonyme) with a
Finally, the fortieth resolution relates to the issue of the powers required to complete legal formalities and publications relating to ordinary and extraordinary business.
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, having heard the special report from the Statutory Auditors prepared in application of Article L.225-90 of the French
Fédérale des Banques Populaires (BFBP), within the framework of agreements entered into thereby with the Société de
General Shareholders’ Meeting called to rule on the accounts for the year ending on December 31, 2011.
of securities giving access to capital, securities whose issue has been decided but which have not yet been subscribed, to offer the public all, or part, of the shares or, in the case −
Labor Code; 4) Authorizes the Board of Directors to allocate, free of charge, to the aforementioned benefi ciaries, in addition to shares or securities to be subscribed for in cash within the context of the aforementioned capital increases, shares or securities giving access to capital to be issued, or already issued, in place of any discount planned and/or matching contributions to the employee savings plan, given that the benefi t resulting from this allocation may not exceed the legal and regulatory limits applicable under the terms of Articles L.3332-10 et seq. of the French Labor Code; 5) Decides to remove, for the benefi t of the aforementioned benefi ciaries, shareholders’ preferential subscription rights to shares and securities giving access to capital whose issue is covered by this delegation, said shareholders also waiving any right, in the event of the allocation, free of charge, to the aforementioned benefi ciaries of shares or securities giving access to capital, to said shares or securities giving access to capital, including to the part of the reserves, earnings or premiums incorporated into the capital, due to the free allocation of said securities on the basis of this resolution; 6) Authorizes the Board of Directors, under the terms of this delegation, to sell shares to members of save-as-you-earn company savings plans provided for by Article L.3332-24 of the French Labor Code, it being specifi ed that sales of shares where discount is given to members of one or more save-as-you-earn company savings plan referred to in this resolution, will be charged, up to the nominal amount of shares sold in this way, against the overall ceiling referred to in point 1 above; 7) Decides that the Board of Directors will have full authority to implement this delegation, with the right to sub-delegate pursuant to legal requirements, within the limits and under the terms specifi ed above, in particular, for the purpose of; compiling, pursuant to legal requirements, a list of companies ■
increase(s) against the amount of the related premiums and deducting from this amount the sums needed to bring the legal reserve to one tenth of the new capital resulting from these capital increases, concluding any agreements, completing directly, or indirectly ■
Twenty ninth resolution (Appointment of Yvan de La Porte du Theil as director)
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Luigi Maranzana as a non-voting member, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General
particular to favor transactional liquidity and the regularity of quotations, within the context of a liquidity contract in line with the principles listed in the code of ethics of the French
Members of the Executive Board may be non-shareholders. They must be natural persons. They may be re-elected. Members of the Supervisory Board may not also be members of the Executive
Executive Board as Chairman. The Chairman shall exercise his or her functions throughout his or her term of offi ce as a member of the Executive Board. He or she shall represent the Company in its relations with third parties.
17.2 The following operations shall be subject to the prior authorization of the Supervisory Board: a) pursuant to current legal and regulatory provisions: ■
Executive Board including, in particular, profi tability targets and risk policy (the “Strategic Plan”) together with any signifi cant amendment of the Strategic Plan, proposals to the General Shareholders’ Meeting of any ■
The Extraordinary General Shareholders’ Meeting on August 29, 2008 decided that these capital increases, the overall ceiling for which may not exceed the nominal amount of €4 billion, may be implemented either by issuing shares or by issuing securities giving access to share capital, particularly in the form of securities representing debts securities (the total nominal amount of these securities representing debt securities giving access to capital not being permitted to exceed €1.5 billion).
(2) Amount offset against the ceiling decided in resolution No. 1 of said general meeting.
of Natixis securities, on condition that upon completion of the sale, each shareholder retains a strictly identical investment in terms of number of shares, and which is greater than or equal to 34% of the capital of Natixis on a fully-diluted basis; CONTENTS< >
Compensation Committee, each of which has six members of whom two are appointed upon a proposal by CNCE, two upon a proposal by BFBP and two independent members are appointed jointly by CNCE and BFBP.
Development Committee and the Strategic Committee acting under the authority of the Board of Directors of
Permanent representative of Natixis on the Natixis Assurances Board of Directors
Bernard Comolet, age 62, is Chairman of the Executive Board of Caisse d’Epargne Île-de-France and previously held various positions of responsibility within the banking sector. He was Chairman of the Executive Board of Caisse Nationale des Caisses d’Epargne and Chairman of the Natixis Supervisory Board from November 2008 to March 2009.
Vice-Chairman of the Supervisory Board of Banque Internationale de Commerce – BRED
Permanent representative of Banque Populaire Val-de-France, Vice-Chairman of i-BP (Informatique Banques Populaires)
Member of the Board of Directors of Eurizon Capital SGR S.p.A.
Chairman of the Board of Directors of Natixis North America Inc.
Chairman of the Supervisory Board of Natixis Global Asset Management (formerly Ixis Asset Management Group)
Permanent representative of Banque Populaire de l’Ouest, Director of Bicec – Banque Internationale pour le Commerce, l’Epargne et le Crédit
SNC Champion (a wholly-owned subsidiary of Banque Fédérale des Banques Populaires) to Natexis Banques Populaires, which was approved by the shareholders of Natexis Banques
Fédérale des Banques Populaires and the Supervisory Board of the Caisse Nationale des Caisses d’Epargne gave approval in principle for the merger of the two central bodies for the creation of the second-largest French banking group (see paragraph
Analysis of the results, fi nancial condition and risks, and list of delegations for capital ■ increase of the parent company and for the consolidated entities (Art. L.225-100 and L.225-100-2 of the French Commercial Code)
Statutory Auditors’ report on the annual fi nancial statements ■ 389