Natixis is the international corporate, investment, insurance and fi nancial services arm of Groupe BPCE, the 2nd largest banking group in France(1) with 35 million customers spread over two networks, Banque Populaire and Caisse d’Epargne. Natixis is listed on the Paris stock exchange.
1 PRESENTATION OF NATIXIS2015 Key fi gures 1.3 2015 Key figures 1.3.1 INCOME STATEMENT
Natixis provides a wide range of insurance products for retail customers, independent professionals and, to a lesser extent, corporate clients. Pension and life insurance products are mainly distributed by the Banque Populaire network, in synergy with the other business lines of the Investment Solutions & Insurance division. The personal protection insurance business records consistent growth and features a wide variety of solutions distributed by the Banque Populaire and Caisse d’Epargne networks ranging from death benefi t, work cessation and dependency products to payment protection insurance. Lastly, car and home insurance products available to retail customers in the Banque Populaire and Caisse d’Epargne networks are rounded out by an offering geared towards professional customers.
Within the Corporate & Investment Banking division, Coverage is the key component to Natixis’ client coverage. It sees clients through every stage of their development, meets their fi nancing needs, provides advisory and offers them a comprehensive, customized range of products by leveraging on all of Natixis’ solutions and services. Coverage draws on its strategic advisory teams (mergers and acquisitions, equity capital markets, fi nancial strategy and ratings advisory) to work closely with the bank’s various businesses. This structure maximizes responsiveness and uses in-depth strategic dialog to preempt clients’ needs.
The Global Transaction Banking (GTB) teams provide Natixis’ customers a comprehensive range of high-performance solutions for monitoring, optimizing and enhancing their cash fl ow, and securing and fi nancing their international trade transactions.
Natixis demonstrated its recognition on the US market by taking part in major infrastructure and project deals. In 2015 Commercial Mortgage Alert ranked the platform No. 11 by number of deals on the US CMBS (commercial mortgage-backed securities) conduit loan market. It was entrusted with leading roles on the term loan market for institutional clients, making up 9% of the platform’s business. It also strengthened its high-yield bond activity by acting as bookrunner in 37.5% of the deals it took part in.
The platform increased its geographic presence: it was authorized to open a representative offi ce in Colombia, requested a brokerdealer license for its representative offi ce in Mexico and requested a lending branch license for its Montreal representative offi ce. It also expanded its range of products and services by giving its US customers access to Global Transaction Banking’s services for their trade fi nance requirements and to support their international growth. The platform also developed its real estate advisory services.
Following a review and discussions with Coface, the French government announced on July 29 its decision to carry out the project, in line with its aim of bringing together within the same facility all fi nancial support schemes for SMEs and mid-market companies.
Coface decided to replace up to €500 million of the historical fi nancing facilities provided by Natixis as a shareholder. Accordingly, eight multicurrency revolving loans were arranged with fi ve banks in 2015.
The Investor Relations Department provides information and resources to analysts and investors. To this end, a variety of sources is used: formal informational meetings during major events (publication of annual, interim and quarterly fi nancial statements, etc.), road shows, conference calls and one-to-one interviews. The materials used in these meetings (press releases, presentations, etc.) as well as any other additional information (fi nancial calendar, regulated information, corporate governance, Annual General Shareholders’ Meeting, etc.) are available on Natixis’ website in the Investor Relations section. From time to time, depending on current events, we also organize specifi c, themed presentations to give our fi nancial partners and colleagues a better understanding of the general climate and Natixis’ specifi c challenges.
Christian Le Hir - Corporate Secretariat - Chief Legal Offi cer
V Chief Executive Officer of Banque Monétaire et Financière (since April 2013)
V Member of the Board of Fédération Hospitalisation Privée, SA CAHPP
Committee: 100% Strategic Committee: Anne Lalou is a graduate of l’École Supérieure des Sciences Économiques et Commerciales (ESSEC). She began her career as a manager, and then as Assistant Director in the Mergers & Acquisitions Department at Lazard in London, before being appointed as Head of Customer Prospection and Development at Havas in Paris. She was the Chairman and Chief Executive Offi cer of Havas Édition Électronique before joining Rothschild & Cie as a Manager. She joined Nexity in 2002 where she held the positions of Corporate Secretary and Director of Development, before being appointed Chief Executive Offi cer of Nexity-Franchises in 2006, then Deputy Chief Executive Offi cer of the Distribution Division until 2011. Anne Lalou has been Dean and Managing Director of the Web School Factory since 2012.
Century 21 France (b) (until July 2011) V Chairman of Nexity Solutions (b)
Attendance rate in 2015 Board of Directors: 100% Appointments Committee: Compensation Committee: Strategic Committee: N/A
V Permanent Representative of M6 Publicité, Chairman of M6 Créations S.A.S. (until 01.02.2015)
V Representative of RTL Group on the Supervisory Board and Vice-Chairman of the Compensation Committee of Antena3 (b)
V Chairman of the Supervisory Board and Risk Committee of BPCE (since 05.22.2015)
R On July 30, 2015, the Board of Directors of Natixis co-opted Ms. Françoise Lemalle to replace Mr. Pierre Valentin for the remainder of her predecessor’s term of offi ce, namely until the end of the General Shareholders’ Meeting called to approve the fi nancial statements for the fi scal year ending December 31, 2018.
In accordance with regulations in effect during fi scal year 2015, the Board approved related party agreements prior to their signing. It also reviewed all related party agreements that have been authorized by the Board over previous fi scal years, which continued to have an impact during the period.
With regard to Article L.225-102-1 of the French Commercial Code, which, in the management report, mentions the agreements entered into directly or through an intermediary, by, on the one hand, the CEO, one of the directors or one of the shareholders having a greater than 10% voting right in a company and, on the other hand, another company in which this latter directly or indirectly holds more than half the capital, no agreement meets these criteria for fi scal year 2015.
V Submission of the work by the Compensation Committee V Fixed compensation of the Board Chairman V Fixed and variable compensation of the CEO V Renewal of commitments/agreements in favor of the CEO V Profi t-sharing top-up V New rules for allocating directors’ fees V Establishment of a performance-related free share plan V Compensation for regulated categories of staff
In fi scal year 2015, four new Board members took part in the training program at a session held on July 22, 2015.
V No changes have been made to the Appointments Committee since January 1, 2016.
Each director’s attendance at the Appointments Committee’s meetings appears in section [2.2] of this chapter (see Directors’ individual factsheets).
The payment of a portion of the variable compensation awarded for a fi scal year is deferred over time and is conditional. Regardless of its form, this payment is staggered evenly over at least the three fi scal years following the year in which the variable compensation is awarded.
The acquisition and payment of the deferred component of variable compensation is contingent on satisfying performance requirements linked to the results of the Company, and/or the business line, and/or the product line, as well on Natixis respecting its regulatory obligations in terms of capital requirements, and continuing to be employed by the Company. These conditions are defi ned in a precise and explicit manner when this compensation is awarded.
The components of deferred variable compensation in the process of being acquired can be canceled or even abolished where there is behavior likely to expose Natixis to an unusual material risk.
V No stock options were granted to Laurent Mignon during fiscal year 2015.
V 11.25% net revenues V 11.25% net income, Group share* V 11.25% cost/income ratio V 11.25% ROTE*
V 15% Digital transformation of Natixis and its business lines V 5% continuation of the New Frontier strategic plan: development of the "asset light" model
In 2015, the total amount of annual contributions relating to Laurent Mignon’s personal protection insurance and supplemental health insurance was around €48,785, of which €9,152.08 paid by the CEO.
In respect of BPCE and its subsidiaries 23,625 23,625 27,500 40,000
In respect of BPCE and its subsidiaries 25,400 24,800 21,400 30,400
(10) Variable portion for fi scal year 2015, of which €330,983 (40%) paid in 2016 and the balance (60%) deferred over three years in equal shares of €165,491.
R TABLE 9 Subscription or purchase options granted to the top ten non-executive employees and options exercised by them
The Risk Function is responsible for analyzing counterparty credit risk. It conducts this counter-analysis using a formalized credit fi le for each counterparty and benefi ciary group, including all information relevant and useful for decision-making purposes: V information regarding the customer, its business and its environment; V external data: ratings allocated by rating agencies, sector analysis, country risk and sovereign risk analyses, etc.; V internal data regarding commitments, collateral and guarantees; V a summary of all of the credit risks incurred by Natixis and the effects of the proposed transactions on profitability and regulatory ratios.
The Operational Risk function is rolled out globally on a matrix basis according to activity and location. It also raises employee awareness of operational risks using training and information tools and by working closely with the business lines in order to understand their issues and to assist them in anticipating and managing their operational risks.
Natixis is exposed to a number of different risk factors that may be classifi ed into the following categories: V risks related to the macroeconomic environment and the financial crisis; V risks related to its links with BPCE; V risks related to Natixis’ operations and the banking sector; V other risks including risks related to Natixis’ reputation and image, and changes to laws and regulations.
The financial soundness and behavior of other financial institutions and market participants could have an adverse impact on Natixis
Since January 1, 2014, the Capital Requirements Directive (CRD) IV and the Capital Requirements Regulation (CRR) have applied with immediate effect Basel 3 regulations in Europe. The CRD IV was enacted into French law by the Ministerial Order of November 3, 2014.
In accordance with the provisions of the CRR and by the national provisions defi ned by the ACPR, prudential capital, which is calculated based on shareholders’ equity as per the accounting balance sheet, comprises three categories, as described below. Each category comprises liability items extracted from the consolidated fi nancial statements and restated by applying direct or above thresholds deductions.
14 Issuer call subject to prior supervisory approval yes yes 15 Optional call date, contingent call dates and redemption amount The exercise date of the redemption option for the full issue at par at 01.25.2010
29 If convertible, specify issuer of instrument converted into N/A N/A
At each coupon payment date (on 10.18, 01.18, 04.18, and 07.18 of each year)
33 If write-down, permanent or temporary N/A N/A N/A N/A N/A N/A N/A
This is based on the framework described as follows: V permanent maintenance of a solvency trajectory; V forecasts of own funds requirement relating to business line activity, as part of the Group’s overall capital adequacy policy; V a system for analyzing the capital consumption of the business lines and their profitability on the basis of Basel 3/CRR riskweighted assets; V allocation of capital to the business lines, as part of strategic planning and annual budget procedures, taking into account business requirements and the profitability and balance targets for the core business divisions; V calculation of economic capital based on four types of risk (credit, market, operational and business risk).
Natixis now has nearly 20 risk policies, which are regularly revised and cover the various Corporate & Investment Banking business lines (corporate, LBO, aircraft fi nance, real estate fi nance, project fi nance, commodities fi nance, banks, insurance, hedge funds, and so on) and the subsidiaries’ various activities (e.g. leasing for Natixis Lease and factoring for Natixis Factor).
The backtesting procedure, which draws on these data (and sometimes external data in the case of backtesting of the banking model or the Major Corporate rating grids), consists of the following stages: an analysis of the absolute performance, which is based on the default rate and internal migrations, and an analysis of the relative performance, which is based on a comparison with external ratings. Alerts are triggered by performance rules and indicators where appropriate.
Exposures to institutions and corporates with a short-term credit assessment 37,993 554 69 450 39,066
Exposures secured by mortgages on immovable property 5 9 43 142 199
Central governments and central banks 33,884 0% 10.3% 514 4 1.5% 67,694 0.0% 8.1% 611 7 0.9%
Central governments and central banks 55 100% 104% 55 52 100% 104.0% 52
Note: in 2015, certain counterparties previously declared as “Central governments and central banks” are disclosed in the “Multilateral development banks” category of exposure.
Securitization positions in the banking book Counterparty risk is incorporated into these positions.
In accordance with the alert thresholds set out under the Decree of November 3, 2014 (Articles 98, 245 and 249), the Risk Committee and the Autorité de Contrôle Prudentiel et de Résolution (ACPR – French Prudential Supervisory Authority for the Banking and Insurance Sector) were advised of a backtesting exception observed on January 15, 2015.
■ IRC INDICATOR This indicator covers the regulatory scope. Natixis’ IRC level averaged €146 million. It peaked at €300 million on January 23, 2015 and bottomed out at €64 million on August 21, 2015 and stood at €96 million at December 24, 2015.
The operational risk management framework identifi es, measures, monitors and controls the level of operational risks for all of the Company’s business lines and support functions.
The structure of the Operational Risk function mirrors the organization of: V the core businesses under the responsibility of the operational risk managers; V the foreign offices under the responsibility of the operational risk managers of the Americas, EMEA and Asia-Pacific platforms.
This supervision is implemented through governance and an overall liquidity risk management and monitoring system that is adapted, shared and harmonized by all affi liates, and whose main guidelines have been set forth by Groupe BPCE’s ALM Committee.
■ 12.31.2015: BREAKDOWN BY CURRENCY OF THE REFINANCING STRUCTURE, AT CONSTANT USD EXCHANGE RATES
In addition to these two requirements and those of the business lines, any liquidity surplus raised by Treasury is reinvested with central banks at the end of each day or is subject to an overnight loan secured by sovereign notes on the repo market.
In 2004 three shareholders (Jerry Jones et al.) acting in the name and on behalf of three investment funds (Oakmark Fund, Oakmark Equity and Income Fund and Oakmark Global Fund) fi led a complaint against Harris Associates L.P., a wholly-owned subsidiary of Natixis Global Asset Management, before the United States District Court for the Northern District of Illinois. The plaintiffs alleged that Harris
Over the course of the litigation, several defendants entered into settlements with the plaintiffs. Although Natixis denied and continues to deny the allegations of wrongdoing and any liability in these proceedings, Natixis Funding Corp., together with other remaining class action defendants, reached a fi nal settlement in early 2016. The class, under the terms of this settlement, includes all state, local and municipal government entities, independent government agencies and private entities that purchased, by negotiation, competitive bidding or auction, municipal derivative transactions from Natixis Funding Corp. or any other provider defendant or alleged co-conspirator, or municipal derivative transactions brokered by any broker or alleged co-conspirator, in the U.S. or its territories. Natixis Funding Corp. will pay $28,452,500 in respect of the class action and $1,497,000 to a group of 22 state Attorneys General; a provision for this commitment was recorded in the fi nancial statements at December 31, 2015.
Furthermore, the liquidators of Fairfi eld Sentry Limited and Fairfi eld Sigma Limited have initiated a large number of proceedings against investors having received payments from these funds for redemptions of shares (over 200 proceedings have been fi led in New York). Certain Natixis entities have been named as defendants in some of these proceedings. Natixis deems these proceedings to be entirely unfounded and intends to vigorously defend its position.
(2) Second lowest rating of the three available ratings from the three international rating agencies. If one of the ratings is only provided for two of the agencies, the lowest rating will be considered. If a rating is only available for one of the agencies, this rating will be considered.
Recurring gross operating income came out at €2,749 million in 2015, up 30% on 2014. Excluding the impact of the revaluation of own senior debt, gross operating income was up 13%.
V Europe posted net inflows of €20.3 billion, driven in large part by NAM in money market and bond products, and by H
At €783.7 billion, average assets under management were up 6.9% in 2015 compared to 2014 (at constant EUR exchange rates).
Commercial Banking revenues were down 13% year-on-year. This decrease was on account of sharply lower margins. Revenues generated by Global Transaction Banking were stable over the year. In Vanilla Finance, credit line drawdown rates remained very low at 12%.
Of which a capital gain on the disposal of the stake in Lazard (+€99 million, Corporate Center).
+/- Net charge to depreciation and amortization of property, plant and equipment and intangible assets 282 284
(c) Flows from fi nancing activities can be broken down as follows: V issuance of subordinated debt (+€1 billion) subscribed for by BPCE; V redemption of subordinated notes (-€112 million); V interest paid on subordinated notes (-€131 million); V the return on deeply subordinated notes recognized in equity capital (-€56 million).
As required by European regulation 1606/2002 of July 19, 2002, Natixis has prepared its consolidated fi nancial statements for the year ended December 31, 2015 in accordance with IAS/IFRS standards and IFRIC interpretations as adopted by the European Union and applicable on that date (1).
The following standards, amendments and interpretations are applicable for the fi rst time from January 1, 2015: V IFRIC Interpretation 21 “Levies” published by the IASB on May 21, 2013 and adopted by the European Commission on June 13, 2014, with mandatory application from January 1, 2015. The aim of this interpretation is to clarify the date used for the accounting recognition of levies in the financial statements of the levied entity in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”. With regard to Natixis’financial statements, the impacts from the application of this interpretation amounted to €15.3 million (including tax impacts) on shareholders’equity, group share, at December 31, 2014; V the amendment entitled “Annual improvements to IFRS, 2011-2013 cycle”, adopted by the European Commission on December 18, 2014, with mandatory application from January 1, 2015. This amendment stems from the annual improvement process aimed at simplifying and clarifying international accounting standards. The following standards have been amended: IFRS 3 “Business Combinations”, IFRS 13 “Fair Value Measurement” (and the resulting amendments to IAS 32 and IAS 39) and IAS 40 “Investment Property”. This amendment had no impact on Natixis’financial statements.
Investments are recognized at this reassessed value on the asset side of the consolidated balance sheet in “Investments in associates”. The difference between the investments’historical value and their reassessed value is recognized on the liabilities side of the balance sheet under “Shareholders’equity, group share” and in income under “Share in income of associates” in the consolidated income statement and under “Share in gains/ (losses) of associates recorded directly in equity” in the statement of net income/(loss) and other comprehensive income. Goodwill related to joint-ventures is included in the book value.
In accordance with IFRS 3 (pre-or post-revision), business combinations are recorded using the purchase method. Under the purchase method, the identifi able assets and liabilities of the acquired entity are measured at their fair value at the valuation date.
Financial Services (unchanged from 2014), 10.5% for Coface (11% in 2014) and 10.9% for Corporate & Investment Banking (11.1% in 2014). For the former CDS CGU, a company-by-company approach was taken in 2015, as in 2014.
R AEW Central Europe Hongry in the third quarter of 2015,
V Creation and full consolidation of the Lausanne fund in the fourth quarter of 2015.
R interests held in external securitization vehicles for which Natixis acts simply as a minority investor (exposure to these funds is included in the information disclosed with regard to exposures as recommended by the Financial Stability Forum (FSF)),
Non-monetary items denominated in foreign currencies and measured at fair value are translated at the prevailing exchange rate at the end of the reporting period. Gains or losses on a nonmonetary item (e.g., equity instruments) denominated in a foreign currency are recognized as income when the asset is classifi ed as “Financial assets at fair value through profi t and loss” and in equity when the asset is classifi ed as “Available-for-sale fi nancial assets”, unless the fi nancial asset is designated as a hedged item in a fair value hedge, in which case foreign exchange gains and losses are recorded as income.
Multi-underlying payoffs Valuation model based on the futures shortfall and share volatility parameters
Instruments affected by the financial crisis a) CDS contracted with credit enhancers (monoline insurers and CDPCs)
On initial recognition, debt securities are measured at their issue price including transaction costs. They are subsequently measured at amortized cost, with issue expenses recognized over the term of the instruments used.
(b) Other payables comprise a portfolio of structured repos managed according to a dynamic approach.
5 FINANCIAL DATAConsolidated fi nancial statements and notes 6.3.2 Financial liabilities
Natixis Intertitres 6 6 6.13 Due to banks and customer deposits
(c) Of which €77 million change in actuarial assumptions in 2015 for employee benefi ts recorded directly in non-recyclable equity.
Net gains/(losses) on other fi nancial assets and liabilities at fair value through profi t and loss (b) 372 73
Net gains or losses on available-for-sale fi nancial assets principally comprise: V gains or losses on sales of available-for-sale financial assets and financial assets recognized at their amortized cost; V permanent losses in value and dividends payable on variableincome securities, charged to “Available-for-sale financial assets”.
Impairment of fi xed-income securities classifi ed as available-forsale is charged to “Provision for credit losses”.
Provisions for impairments of fi nancial assets (586) 293 (46) 70 (269) (628) 332 (78) 43 (331)
In November 2015, the tax authorities sent a reply to NGAM P1 in which they upheld the entire proposed adjustment.
Coface, Corporate Data Solutions, Private Equity businesses (proprietary funds and share of sponsored funds) and Natixis Algérie are managed as fi nancial holdings due to their lower synergies with Natixis’other businesses. The Ho Chi Minh branch was sold to BPCE International in October 2015.
R Global Transaction Banking, which is tasked with developing the available fl ow and Trade Finance,
Assurance acquired PPI and casualty insurance subsidiary BPCE Assurances. It offers a comprehensive range of individual and collective life insurance, personal protection insurance and property and casualty insurance solutions. These diversified, customized solutions are designed for retail and small business customers, farmers, companies and associations; V Private Banking: this business line encompasses wealth management activities in France and Luxembourg, financial planning solutions, and services for independent wealth management advisors (IWMAs). Banque Privée 1818, created from the merger between Banque Privée Saint Dominique (BPSD) and La Compagnie 1818, has taken its place as a major player on the French market. The bank mainly develops its customer base from the clientele of the Caisses d’Epargne and Banque Populaire banks, and to a lesser extent from that of Natixis. Private Banking offers advisory services, financial planning and expertise, and fund management solutions; V Private Equity for third party clients: at the start of 2014, NCI’s asset management companies were transferred to Natixis Global Asset Management and a sponsoring vehicle was set up to monitor Natixis’commitments in the funds. The teams have extensive expertise in equity financing for generally unlisted, small and medium-sized enterprises in France and Europe via sponsored equity holdings. This business line covers the Private Equity segments for third party investors, such as Private Equity deals (top-line funding for mature companies), venture capital (new, innovative companies) and funds of funds.
Held-to-maturity fi nancial assets 0 2,295 0 4 0 0 2,298
Payroll costs totaled €3.609 billion at December 31, 2015 versus €3.288 billion at December 31, 2014.
Net amount recognized in balance sheet 186 172 55 116 530 252 186 53 103 594 * Separate asset components are for the most part segregated in the balance sheets of Natixis insurance subsidiaries (ABP Life Insurance), hedging the benefi t liabilities of other entities within the Natixis group of consolidated companies which were transferred to hedge the post-employment benefi ts of a few categories of employees.
Revaluation adjustments - Return on assets (11) 0 (11) 17 0 17
5 FINANCIAL DATAConsolidated fi nancial statements and notes d) Composition of plan assets
(a) In 2014 and 2015, attendance fees paid to members of the Board of Directors included a fi xed portion (€8,000 per person) and a variable portion (€2,000 per Board Meeting, per person).
Natixis’ Chief Executive Offi cer enjoys the retirement benefi ts plan offered to upper management offi cers (“hors classifi cation”): V Social Security contributions in tranche A*; V Mandatory ARRCO contributions in tranche A* (14.06%); V Additional ARRCO contributions in tranche B* (5.63%); V AGIRC contributions in tranches B* (20.55%) and C* (20.55%).
Capital gains and losses on disposal of investments (net of reversals, write-downs and amortization) 533 533 533 533
Investment income (net of expenses) 1,762 1,768 (6) 1,762 0 1,762
The main change resulting from the application of IFRIC 21 involves the corporate Social Security and Solidarity Contribution.
Shareholders’equity, group share at December 31, 2014 would thus have increased by €15.3 million to €18,886.8 million.
5 FINANCIAL DATAConsolidated fi nancial statements and notes NOTE 17 COMPARATIVE CONSOLIDATION SCOPE
NGAM Distribution, France branch Retail FC 100 100 100 100 France
NATIXIS LLD Extended period vehicle rental FC 100 100 100 100 France
Assets 3 Cash and balances with central banks 20,983 56,501 5 Government securities and equivalent 27,615 38,476 3 Advances to banks 122,411 138,801 5 Bonds and other fi xed-income securities 20,213 15,926 5 Shares and other variable-income securities 32,345 32,283 6 Investments in associates and other long-term investments 435 466 6 Investments in subsidiaries and affi liates 13,873 13,530 10 Property, plant and equipment 166 146
5 FINANCIAL DATAParent company fi nancial statements and notes NOTE 1 ACCOUNTING PRINCIPLES AND VALUATION METHODS
V Securities held for investment: Securities held for investment are dated fixed-income securities acquired with the stated intention of holding them to maturity and for which Natixis has the ability to hold them through to maturity.
Cash-settled plans indexed to the share price give rise to the recognition of a payroll expense that is measured taking account of the share price on the balance sheet date and the likelihood of satisfying performance/and or service requirements. Where a service requirement exists, the calculated expense is recognized on a straight-line basis over the vesting period, unless the payment takes place in the year of granting, in which case the expense is recognized immediately on the income statement.
(1) The GAPC hive-off vehicle was closed in the second quarter of 2014 in accordance with Natixis’ strategic plan.
Non-performing loans amounted to €80 million at December 31, 2015, compared with €126 million at December 31, 2014. Natixis had no irrecoverable loans due from credit institutions at December 31, 2015 versus €35 million at December 31, 2014.
(d) Of which Shares and other listed fi xed-income securities for €31,932 million at December 31, 2015 versus €31,856 million at December 31, 2014.
NATIXIS ASIA LIMITED SUITE 1911-1922-19 F TWO 88 QUEENSWAY PACIFIC PLACE - Hong Kong NL 632,395 HKD (175,333) HKD 100.00%
Information on risk management is presented in section 3.4 of Chapter 3, “Risk Management and Capital Adequacy.”
The issue will be used to fi nance the “green” projects selected by Natixis Energéco in the areas of design, construction and/or maintenance of renewable energy production sites (wind, solar and biomass) located in France. Natixis’ selection of eligible projects meets strict criteria and fall within a methodology independent assessed by Vigéo.
The detail of this analysis and decision process, the means put in place and all the information required on the operations audited under the process are presented in detail in the Annual Equator Principles Report (published every year before July 31 and available on the Natixis website).
6 CORPORATE SOCIAL RESPONSIBILITYStrategic outlines and organization of the sustainable development policy 2015 key event Discontinuation of financing in the coal industry
Based on calculated carbon emissions (see section 6.4.3.1), a carbon action plan is applied to three main areas: V buildings: optimized occupation of work space and reduction of energy consumption; V business travel: rules for travel by rail or air defined in the travel policy; restricted use of taxis and development of videoconferencing; V IT: energy saving systems for computers, stricter rules for providing mobile equipment to employees (cell phones, laptops, etc.), streamlining of the printer pool with the general roll-out of multifunction printers.
Share of the amounts managed by the Purchasing Department that incorporate social and environmental criteria (as a %) 96 91 51
This MOOC was also an opportunity to try a new way of learning using an interactive and collective model, while combining the advantages of classroom training - thanks to interaction with trainers and fellow participants - and distance learning. Over 2,500 Natixis employees followed the MOOC.
Over 1,500 staff took part in the various activities over 16 locations across France.
Lastly, in 2014 Natixis Intertitres launched the Apetiz meal voucher card. Apetiz is an eco-friendlier and more sustainable prepaid payment solution with a three-year validity period, which will help reduce the quantity of packaging and number of deliveries.
Finally, Natixis sets up numerous partnerships with local non-profi t organizations, described in section 6.1.5.
Institutional players, regulators V Financial regulatory authorities V Transmission of information and documents for control and audits
Data on energy consumption was collected for Natixis Corporate & Investment Banking’s main buildings in the United States: V Building 1251, which is Natixis’ registered office in New York and where most of its employees work; V the Plaza V building in New Jersey where the back-up data centers are located.
The duration of the Company, created on November 20, 1919, was raised to 99 years beginning on November 9, 1994 unless it is extended or dissolved early.
To increase the share capital via the incorporation of premiums, reserves, retained earnings or other items €1.5 bn (c) 26 months None None
(a) Amount deducted from the ceiling set under resolution No. 9 of the General Shareholders’ Meeting of May 21, 2013 (€1.5 bn).
(c) Amount deducted from the ceiling decided in resolution No. 13 of the General Shareholders’ Meeting of May 19, 2015 (€1.5 bn)
No stock options were granted in fi scal years 2009, 2010, 2011, 2012, 2013, 2014 and 2015.
Options held in respect of the issuer and the companies referred to above, exercised during the period, by the 10 salaried employees of the issuer and of these companies who hold the most options thereby awarded 0 n/a n/a 0 n/a n/a 7.2.6 CHANGES IN THE CAPITAL OVER THE LAST FIVE FISCAL YEARS
Under the share buyback program authorized by the General Shareholders’ Meeting of May 19, 2015, Natixis owned 2,257,822 treasury shares at December 31, 2015.
Issues of share capital reserved for employees of companies enrolled in the Natixis’ employee savings plans
In accordance with legal provisions, we remind you that for the three fi scal years prior to fi scal year 2015, the following dividends were distributed: Fiscal year Number of shares on which a dividend was paid Dividend per share
Directors’ fees €0 Under a Groupe BPCE rule, the portion of directors’ fees due to François Pérol as a director is directly allocated to BPCE, also a Natixis director.
V Sylvie Garcelon, co-opted by the Board of Directors on February 10, 2016 to replace Catherine Halberstadt, who resigned, to serve out her predecessor’s remaining term of office, i.e. until the General Shareholders’ Meeting of May 24, 2016.
The total number of shares to be awarded under resolutions nineteen and twenty may not exceed 0.2% and 2.5%, respectively, of Natixis’ share capital on the date they are granted by decision of the Board of Directors (with the understanding that the ceiling provided for under resolution nineteen is separate from that provided for under resolution twenty and vice-versa). The awards of shares for free to Natixis directors and offi cers under resolutions nineteen and twenty may not exceed a sub-ceiling of 0.03% and 0.1%, respectively, of Natixis’ share capital on the date they are awarded by decision of the Board of Directors (with the understanding that these sub-ceilings will be deducted from the ceilings referred to above).
V Authorization granted to the Board of Directors to award free shares to the Company’s employees and associates as well as to corporate offi cers as payment of a portion of the variable compensation to certain employees and corporate offi cers.
R freely award shares in accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code, or
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 Extraordinary business
Resolution nineteen (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 in connection with the Group’s long-term incentive plan)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders’ Meetings, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with Articles L.225-197-1 et seq. of the French Commercial Code: V authorizes the Board of Directors to award, in France or in foreign countries, new or existing free shares in the Company as payment of a portion of annual variable compensation to the recipients in the categories such as it shall identify among the members of the workforce of the Company or its associates, subject to the conditions laid down by Article L.225-197-2 of the French Commercial Code or to the corporate officers referred to in Article L.225-197-1, II, of this same Code; V assigns the Board of Directors the task of identifying the share award recipients within the above-mentioned categories, the number of shares that may be awarded for free to each of them as well as the conditions and, where appropriate, the criteria for awarding these shares; V resolves that: (i) the total number of existing or new shares of the Company awarded for free under this resolution may not represent more than 2.5% of the Company’s share capital on the date the decision is taken to award them by Board of Directors with the understanding that (a) this ceiling is separate from that laid down by resolution nineteen above, (b) this ceiling does not take account of 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 and (c) shares awarded by the Board of Directors before this date will not be factored into the calculation of this 2.5% ceiling,
(ii) identify (a) the recipients and the number of shares to be awarded to each recipient and (b) establish the rules for the award of such shares,
The Natixis Board of Directors substantiated the amendment as follows: the amendment completely eliminates Article 6 “Guarantee of compensation” of the agreement, thereby ending the Natixis SA guarantee to the assignee banks, under the assumption that these banks will not recover all of the amounts due for these loans.
Agr eements and commitments authorized during previous fi scal year a) the execution of which continued in the previous fi scal year
2.1.4 “Click’n Trade” service and partnership agreement between Ixis CIB, CNCE and Banque Palatine
Mr. Sueur, Vice-Chairman of the Steering and Supervisory Committee of Caisse d’Epargne et de Prévoyance Ile-de-France, Natixis Director.
7 LEGAL INFORMATIONStatutory Auditors’ special report on related-party agreements and commitments 2.2.12 Credit and financial guarantee master agreements between (i) Natixis and BFBP and between (ii) Natixis and CNCE
Mr. Bernard Comolet, Member of the BPCE Supervisory Board, Member of the Natixis Supervisory Board.
These commitments and agreements had no fi nancial impact in 2015.
V more broadly, organize and manage the relations between the Parties under the Renewed Partnership.
V EuroCroissance matching agreement entered into by CNP Assurances, BPCE, and ABP Vie in the presence of Natixis, the aim of which is to determine the procedures for the management of events (procedures similar to those in the tranche 2 reinsurance matching agreement).
8 ADDITIONAL INFORMATIONCross-reference table of CRR articles and Pillar III report tables CRR articles Table
Table 13: EAD by category of exposure and by internal rating 146
Information on the composition of regulatory capital, Reconciliation of accounting and regulatory data 118, 124-128 11 Changes in regulatory capital 128, 129 12 Regulatory capital targets 132 13 Risk-weighted assets by business line and by type of risk 132 14 Risk-weighted assets and capital requirements by method and type of exposure 131 15 Table of credit risks by Basel portfolio 144-149 16 Trends in risk-weighted assets by type of risk 130 17 Description of back-testing models 148
A fi nancial security or fi nancial contract whose value changes based on the value of an underlying asset, which may be either fi nancial (equities, bonds, forex, etc.) or non-fi nancial (commodities, agricultural produce) in nature. This change may coincide with a multiplier effect (leverage effect). Derivatives can take form of either securities (warrants, certifi cates, structured EMTNs, etc.) or contracts (forwards, options, swaps, etc.). Exchange-traded derivatives contracts are called futures.
Leverage ratio A simple ratio used to assess the size of a fi nancial institution’s balance sheet. The leverage ratio compares Tier 1 capital to balance sheet/off-balance sheet positions after restatement of certain items.