As a creator of customized financial solutions, we help clients realize their projects across the world. We put our Asset & Wealth Management,
We continue to expand our presence and expertise globally. Our presence in major countries in Europe,
V Strengthening our brands with Natixis Investment Managers and Ostrum Asset Management, and enhancing our active management capacity with the «Active Thinking» concept.
V Exclusion policy: selection and exclusion of the Coal Policy threshold to 25%.
Natixis Investment Managers: more than 20 specialized investment managers in the US, Europe and Asia (as of December 2019 – assets under management in billions of euros)
Concurrently, Natixis Wealth Management decided to step up its digital transformation and better integrate its expertise within the Group. For the last two years, Natixis Wealth Management has been developing a digital sphere to facilitate and smooth interactions between clients and their prime contact. An interface now enables them to subscribe for life insurance policies in real time, thanks to the introduction of electronic signatures and reductions in administrative constraints.
On the heels of a busy 2018, business expanded significantly in 2019 across all three international platforms.
TTC focuses on security enhancement systems to combat fraud risks, and on traceability of international payments.
TTS' execution of these solutions is ISO 9001-certified (AFNOR 2019 renewal).
The performance recorded in 2019 meant Coface achieved and surpassed the goals set in the Fit to Win strategic plan. Consolidated revenue increased 5.9% relative to 2018 (on comparable scope and exchange rates), to €1,481.1 million. The combined ratio stood at 77.7%, below the target of 83% across the cycle. The Group ended the year with net income group share of €146.7 million (compared with €122.3 million in 2018), an increase of 20%. Annualized RoATE (return on average tangible equity) stood at 8.9% (9.1% when restated for non-recurring items). The approval of the partial internal models approach by the ACPR marks a major step forward in Coface’s move to a more efficient capital model, which is the second goal of the Fit to Win plan. The Group has raised its target solvency ratio to a range of 145% to 175%. At December 31, 2019 the ratio was estimated at 190%. Coface will submit a proposal to shareholders to pay a dividend of €1 per share, representing a payout ratio of over 100% (record earnings per share of €0.97).
Permanent Representative of CELC, V Member of the Board of Fondation d'Entreprise Caisse d'Epargne pour la solidarité (from February 2011 to 17/11/2015)
Permanent Representative of V Métropole Télévision, Member of the Board of IP France S.A. (since 02/10/2017) (until 31/05/2018)O
2021 AGM called to approve the financial statements for the year ended 31/12/2020.(a) Listed company.(1) Company outside Groupe BPCE.(2)
Management and oversight of corporate governance 61NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
an employee, executive corporate officer or director of aV company consolidated by Natixis, an employee, executive corporate officer or director of BPCE orV of a company consolidated by BPCE; be an executive corporate officer of a company in which NatixisV directly or indirectly holds a directorship, or in which a designated employee of Natixis or an executive corporate officer of Natixis (currently or within the last five years) holds a directorship; be a customer, supplier, investment or corporate banker:V
01/03/2019 Bonus share allocation (2017 Bonus Share Plan) (c) 10,718 N/A
This agreement modifies the Memorandum of Understanding reached in 2015 and several of the new partnership agreements enacted to implement it.
The Chairman of the Board of Directors is unanimously respected by the directors, who have confidence in him, and all the directors think the separation of the roles of Chairman and Chief Executive Officer is working effectively. The directors believe that there is a balance of power within the Board of Directors between internal and external directors, in light of their independent thought and legitimacy.
Other items Presentation of the results of the McKinsey audit, alignment of the risk framework, and approval of three-year V projected resource needs Conclusions of the audit on Asset Management’s Risk and Compliance frameworkV Approval of the action plan on autocalls in AsiaV Proposed benchmark reformV
periodic follow-up on the findings of the Loan Review and Audit,V and in particular the General Inspection’s review of credit risk; assessment of the conclusions of regulatory reviews and approvalV (when necessary) of related action plans; liquidity risk supervision: review of the risk management systemV and risk by product and activity; reinforcement of the Culture and Conduct framework;V
The Compensation Committee reviews proposals related to the employee savings plan, including plans for a capital increase reserved for Natixis employees, and, where applicable, plans for a stock subscription or purchase, or for an allocation of bonus shares to be submitted to the Board of Directors or the General Shareholders’ Meeting for approval.
As part of Natixis' New Dimension strategic plan, the company set gender equality targets, according to which women should represent 20% of Senior Management Committee members, 30% of Global Leaders (inner leadership circle) and 40% of Purple Leaders (extended leadership). These targets were applied to the various business lines in 2018 (See Chapter 6, Section 6.6.1.2).
Within Asset Management, of note were Natixis Investment Managers’ acquisitions of minority stakes in Fiera Capital (the leading independent distribution platform in Canada) and WCM Investment Management (an American investment company), in addition to the creation of two new affiliates, Thematics Asset Management and Vauban Infrastructure Partners. In addition, the Senior Management Committee studied a major project entailing the merger of the mainly insurance-related euro fixed-income management activities of Ostrum Asset Management and La Banque Postale Asset Management, which would pave the way for the establishment of a 100% SRI-oriented European leader.
In order to ensure that the process for setting and amending the compensation policy is independent and relevant, the Compensation Committee (whose role is detailed in section 2.3.2.3) conducts an annual analysis of the principles of the compensation policy for corporate officers and formulates proposals for the Board
Strategic criteria 30% 5% oversight in terms of supervision and controlV 5% progress on Transformation & Corporate Culture initiativesV 10% preparation of the new Strategic Plan and better distribution to the V CE & BP networks 5% improvement of Natixis’ position as a key player in CSR initiativesV 5% managerial performanceV
As a reminder, the Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period for components of deferred variable compensation and during the lock-up period.
Chief Executive Officer – Total 2.4.2.2 compensation and benefits of any kind paid during the 2019 fiscal year and/or granted in respect of this fiscal year
Chairman’s pay ratio vs. median employee compensation 3.5 2.1 N/A N/A N/A
In respect of BPCE and/or its subsidiaries 35,900 25,900 23,900 16,900
Compensation o/w fixed compensation 8,000 8,000 o/w variable compensation 14,000 14,000
Policies and rules established for determining compensation and benefits of any kind for corporate officers 95NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Record of the allocation of bonus shares for each executive corporate officer
François Riahi receives insurance similar to those of Natixis employees with respect to health and personal protection coverage. The components of the Chief Executive Officer’s social protection and complementary scheme are subject to related party agreements.
The main types of risk to which Natixis is exposed are presented below. At present, they are identified as material risks which, by Natixis’ estimations, could adversely affect the viability of its activities, and are generally measured in terms of the impact these risks could have on Natixis’ solvency ratio or net income. After the overhaul of Natixis’ risk map in 2019, a number of changes were made to the presentation of the risk factors that featured in the 2018 registration document.
belonging to a single group or single business sector deteriorate significantly, or should a country’s economic situation were to worsen, Natixis' credit risk exposure may be compounded.
A material increase in Natixis’ impairments or provisions for expected credit losses could adversely affect its results and financial position
Any deterioration in market conditions or in the economic or political environment or any other problems (including health risks, such as coronavirus) affecting certain countries or business sectors of Natixis’ counterparties could therefore substantially increase losses and provisions for losses and deteriorate the provision for credit losses for Natixis. The occurrence of one or more of these events could have a material adverse effect on Natixis’ results and financial position.
If Natixis holds a long position in an asset, it could hedge the risk by taking a short position in another asset whose past performance has allowed it to offset the performance of the long position. In some cases, however, Natixis may only be partially or inadequately hedged, or its strategies may not fully hedge future risks or effectively reduce risk in all market configurations, or may even amplify risks. Any move in the market in a direction or manner contrary to Natixis’ expectations could also reduce the effectiveness of these hedging strategies and expose Natixis to potentially significant losses. In addition, the method used to recognize gains and losses resulting from certain ineffective hedges may increase the variability of Natixis’ reported earnings. In terms of the hedge accounting relationship, at December 31, 2019 the ineffective portion of hedges recorded in income totaled -€18 million (see Note 7.3 of Chapter 5).
Natixis may be unable to meet the objectives of its strategic plan. Its financial position and the market value of its securities could be adversely affected
The main financial objectives of the New Dimension strategic plan are to bolster financial strength, with a CET1 ratio set at 11.2% after payout, solid profitability (ROTE — return on tangible equity) of between 14% and 15.5%, and annual growth of 5% of net revenues and 2% of RWA.
Natixis’ business model is based on expertise in various areas of business, which in turn requires qualified employees. A high turnover or the departure of talent could affect Natixis’ skills and know-how in key areas, which could reduce its business outlook and consequently affect its financial results.
A mismatch between the insurer's expected claims expense and the actual benefits paid out
The work of Natixis’ General Inspection Department is based on an annual Audit Plan drafted and executed jointly with BPCE’s Inspection Générale, after consulting the various members of the Senior Management Committee. The Chairmen and Chairwomen of the Audit and Risk Committees are also consulted. This annual program is part of a four-year plan that sets out the intervention frequency and adapts resources to the risks and to the relevant regulatory requirements.
Natixis is defined by its strong risk culture at every level of the organization.
Operational risk is the risk of loss due to inadequate or failed internal processes, whether this is attributable to employees or information systems, or relate to external events with financial, regulatory, legal or reputational impacts.
The set is an integral part of the risk and financial management system and contributes to Natixis’ capital and regulatory requirements planning process.
This Model Risk Management Committee is tasked with supervising the risk model for all of Natixis’ activities by, on one hand, approving validation reports and the related remediation plans and, on the other hand, monitoring consolidated risk model indicators. The Risk Model Oversight Committee is chaired by the Head of the Risk Governance Department; the Risk Model Management Committee is chaired by Natixis’ Chief Risk Officer who is a member of the Senior Management Committee.
Natixis examines differences in severity between the internal ratings and the agency ratings by analyzing all the internal ratings of counterparties that are also rated by the rating agencies (Standard and Poor’s, Moody’s and Fitch). The extent to which the risk assessments are aligned can be determined through these analyses.
the creditor is granted real security rights to one or more assets belonging to the borrower or guarantor. Forms of collateral include cash deposits, securities, commodities (such as gold), real estate assets, mortgage-backed securities, life insurance policy pledges.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR IIIRisk management 124 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019
The following chart shows results of backtesting (ex-post comparison of potential losses, as calculated ex-ante by VaR (99%, 1 day), with hypothetical and actual P&L impacts) on the regulatory scope, and can be used to verify the solidity of the VaR indicator: 31/12/18 31/01/19 28/02/19 31/03/19 30/04/19 31/05/19 30/06/19 31/07/19 31/08/19 30/09/19 31/10/19 30/11/19 31/12/19
Natixis’ regulatory stressed VaR averaged €15.1 million. It peaked at €20.1 million on October 1, 2019 and bottomed out at €11.7 million on May 13, 2019, and stood at €17.6 million at December 31, 2019.
Most operational risk incidents occur frequently and have a low impact per incident.
Natixis has implemented measures in every business line and support function to monitor the corrective actions to reduce the Bank’s exposure to operational risks. 72% of the almost 360 corrective actions initiated in 2019 were implemented by the business lines in charge and are monitored by the business line and central Operational Risk Committees. These actions, defined to reduce and resolve operational risk, are ranked according to three priority levels depending on the risks incurred. An alert system has been set up to prompt assessment by the Natixis Operational Risks Committee of any delays in implementing first-level corrective actions.
Natixis’ entire scope of consolidation for liquidity risk (excludingV insurance subsidiaries, which do not present intrinsic liquidity risks and which are monitored and managed separately in respect of ALM risks); Natixis’ entire consolidation scope for structural foreign exchangeV risk.
Breakdown of gross funding structure by currency, at current USD exchange rates —
Financial liabilities at fair value through profit or loss 30.7 - 1.5 6.7 2.1 4.0 4.1 8.8 3.4
Revaluation adjustment on portfolios hedged against interest rate risk 0.0 0.0
Accordingly, the Compliance Department participates in establishing standards, policies and procedures, and issues its opinion, particularly regarding the oversight of new business, products and organizations.
More specifically, risk linked to capital market activities is closely monitored and subject to specific first- and second-level controls overseen and implemented by a dedicated team within CIB Compliance. Social engineering-type payment fraud is also subject to constant vigilance and specific prevention measures, including dedicated training. Lastly, the risk of information leaks, which has become a major risk, is subject to specific controls and investigations employing the expertise of fraud and IT security experts as well as the legal and HR functions as necessary.
standards and procedures. This includes a policy intended toV prevent and detect corruption that is shared with all employees, as well as internal rules on this theme. The various high-risk situations are also managed through dedicated procedures, such as the procedures for preventing and managing conflict-of-interest situations, conducting anti-corruption due diligence when initiating business relationships with third parties and prior to forming partnerships or carrying out merger and acquisition transactions, and supervising recruitment. High-risk practices, including giving/accepting gifts or invitations, patronage initiatives, sponsoring, donations and third-party compensation, are also governed by specific procedures; a control system. The corruption aspects are fully incorporatedV within the existing permanent control system, particularly through specific controls covering high-risk situations and practices; a whistleblowing system. The corruption prevention program isV based on Natixis’ alert system. Natixis employees can use the alert system to report any facts or events they encounter that may indicate corruption or influence peddling; a training system. To ensure that these rules and procedures areV disseminated and adopted, compulsory e-learning training has been rolled out and specific training sessions have been held for the members of Natixis’ Executive Committee and employees who are most likely to be exposed to corruption risk.
Natixis has a personal data register and procedures for key processes, such as handling data leaks, processing requests by individuals to exercise their rights, dealing with referrals to the authorities, updating and annually reviewing the register, carrying out the second-level control plan, managing training needs, conducting the regulatory watch and ensuring Privacy by Design/Default in projects.
As assessed at December 31, 2019, the financial consequences of litigation deemed likely to have, or which have in the recent past had, a material impact on the financial position of Natixis and/or Natixis and its consolidated subsidiaries as a whole, or on their profitability or their business, have been included in Natixis’ consolidated financial statements.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR IIIRisk management 156 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019
The identification and management of these risks are presented in Chapter 6 of this universal registration document.
Coface Switzerland – BRANCH (Coface Europe) Full consolidation Equity method Insurance Switzerland
Direct, indirect and synthetic holdings of the CET1 instruments of financial sector entities where those entities have reciprocal cross holdings with the institution designed to inflate artificially the own funds of the institution (negative amount) 0 36 (1) (g), 44
The change in prudential capital under Basel 3/CRR over the period is shown below: Changes in regulatory capital after the application of phase-in arrangements over the period
o/w impact of change in basis subject to phase-in arrangements 0
Other, including prudential adjustments and phase-in arrangements 20 o/w impact of changes in phase-in rate 0 o/w other impact of changes in base 20
Adjustment for investments in banking, financial, insurance or commercial entities that are consolidated for accounting purposes but outside the scope of regulatory consolidation (105,920) (100,864)
(Exposures exempted in accordance with Article 429 (14) of Regulation (EU) No. 575/2013 (on and off balance sheet))
banner known as “Head of Group”. Compliance with these regulations is measured daily, ensuring that risk-weighted assets (RWA) relating to each Head of Group are systematically lower than the Large Exposure Limit, currently set at 10% of Natixis’ total capital. Natixis complied with this regulation throughout 2019.The objective of these regulations is to limit Natixis’ exposure to the risks associated with a set of counterparties, grouped under a
Securitization exposures in the banking book (after the cap) 2,684 3,045 215 o/w IRB supervisory formula approach (SFA) 520 224 42 o/w internal assessment approach (IAA)
Risk weights used under SA by category of exposure and by rating grade (CRD-D)
RWAs as at the end of the current reporting period (31/12/2019) 3,037 243
In the event of a disposal of securitization positions (classified as debt instruments), Natixis transfers any changes in fair value for recognition in the income statement.
Value at risk (Maximum of both values a and b) 2,102 168
Art. 444 (a), (b) and (c) NX11BIS – EAD by exposure class and by agency – Standardized approach 173
Art. 452 (j) NX16 – Average weighted PD and average weighted LGD by geography 186
Article 439 (e) and (f) (EBA) EU CCR2 – Credit valuation adjustment (CVA) capital charge 196
Article 455 (a) and (b) (EBA) EU MRB B – Qualitative disclosures for banks using the Internal Models Approach (IMA) 128 to 130
Article 455 (g) (EBA) EU MR4 – Comparison of VaR estimates with gains/losses 200
Differences between accounting and regulatory scopes of consolidation and the mapping of financial statement categories with regulatory risk categories (EU LI 1) 158
Guaranteed exposures by type and internal rating of guarantor (NX17) 173
IRB – Effect on RWA of credit derivatives used as CRM techniques (EU CR7) 174
S.A. – exposures (EAD) by asset classes and risk weights (CR5) 185
Against this backdrop, monetary policy expectations weighed more than ever on yield curves, resulting in two phases for interest rates over the year. An overall decrease in yields and flatter yield curves were observed up until mid-August, as all bets were on monetary easing in response to deteriorating macroeconomic conditions and the escalation of the US-China trade war. Euro bond yields reached new lows: in mid-August the 10-year Bund hit -71.8 bps while the 10-year Treasury reached 1.46%. This phase was then followed by a moderate increase in rates and steeper yield curves for the remainder of the year. Accordingly, the USD and EUR 3M-10Y yield curves ended the year higher by 36 bps and 46 bps respectively after respective lows of -51 bps and -3 bps in late August.
Looser central bank monetary policies virtually across the board resulted in geographic spreads compressing throughout the year, as demonstrated by the BTP-Bund spread hitting a trough of 129 bps in October, and the spread between the US 10Y benchmark and the rest of the G7 dropping to 130 bps at the end of the year (versus 160 bps when the year began).
In Capital Markets, Natixis pursued its strategy based on an innovative service offering that adapts to the specific needs of customers. It consolidated its long-standing reputation with institutional investors, insurance companies, mutual insurers and supranational agencies, while strengthening its offering to hedge funds, pension funds, and asset management companies through its dedicated sales force.
Sales momentum in 2019 was excellent in personal protection insurance, casualty insurance and life insurance.
Net revenues for Insurance businesses totaled €846 million, up 7.1% compared with 2018, resulting from: 9% net revenue growth in life insurance, propelled by the increaseV in insurance assets under management (+14%), driven in turn by the ongoing roll-out of the offer in the Caisse d'Epargne network since 2016, and the revaluation of unit-linked policies. Despite the lower interest rates observed again in 2019, diluted yields were offset through the diversification of investment sources (private placements or the direct funding of the economy); 6% net revenue growth in personal protection insurance and inV payment protection insurance, reflecting the resilience of the business; 5% increase in property & casualty insurance: claims remainedV under control despite the higher average cost of physical collateral (auto) and despite extreme weather events in 2019. The combined ratio stood at 91.7% — a slight improvement on 2018.
The historical businesses were driven by: strong growth in payment solutions — transaction processingV volumes continued to rise at a steady pace (16% for card authorizations and 10% for transaction cards); the NIT business of which the value of its restaurant vouchers, inV millions of euros, increased by 6% compared with 2018. This increase is expected to continue, especially with the addition of the SNCF as a client in last quarter of 2019 for its staff restaurant vouchers.
Net revenues stood at -€10 million (mostly due to the depreciation of venture capital funds), down €10.8 million compared with 2018.
Provision for credit losses came out at -€8.4 million versus a net reversal of €2.2 million for 2018.
The provision for credit losses of the Corporate Center reached €1 million. In 2017 it stood at -€14 million which mainly consisted of a €15 million general provision for litigation.
The provision for credit losses was -€332 million at December 31, the disposal of the retail banking activities, of which -€251 million 2019, of which -€347 million were in respect of non-performing loans were in respect of non-performing loans and +€58 million in respect and +€15 million in respect of performing loans. At December 31, of performing loans. 2018, the provision for credit losses totaled -€193 million excluding
Private Banking Acquisition of asset manager and investment advisory firm Massena Partners, a partner of Natixis Wealth Management for 20 years. The deal allows Natixis Wealth Management to bolster its Private Equity and real estate club deal offering by leveraging on the long-standing partnerships formed with Massena Partners and other leading players in these segments
At December 31, 2019, the balance sheet totaled €438,497 million versus €406,868 million at December 31, 2018.
investments to digital technologies; and differentiating itself by taking the lead in areas where Natixis’ teams are recognized for their exceptional expertise. All this will take place in a persistently volatile economic and geopolitical setting, especially in light of the coronavirus and its impact on the global economy, despite signs of improvement in the second half of 2019 after 12 lackluster months. This context and volatility make it difficult to predict whether all the New Dimension 2020 goals will be achieved. The plan will come to an end this year and will be succeeded by a new strategic plan that will be presented, together with new medium-term goals, by the end of 2020.
Financial assets at fair value through other comprehensive income 8.4 12,076 10,798
Non-recyclable gains and losses recognized V directly in equity (212) (42)
= Total non-cash items included in pre-tax profit and other adjustments 11,260 5,496
Gains and losses on financial assets 7.4 at fair value through other comprehensive income
Reconciliation of the tax expense 7.10 in the financial statements and the theoretical tax expense
The application of IFRIC 23 at January 1, 2019 had no impact on the amount of Natixis’ opening shareholders’ equity or on the presentation of uncertainties over income tax treatments in the financial statements. The process used to collect, analyze and monitor uncertainties over income tax treatments was reviewed, however, in the interest of better documenting the compliance of the accounting and measurement methods applied by Natixis with IFRIC 23 requirements.
The amendment to IAS 12 (paragraph 57A) specifies whether the impact of taxes on distributions in respect of instruments and coupons paid and recorded in equity under IAS 32 must be recognized in income, as part of other comprehensive income (OCI) or in equity, depending on the origins of the amounts distributed. Accordingly, if the amounts are treated as dividends (within the meaning of IFRS 9), the tax impact must be recognized in income upon recognition of the liability in respect of the obligation to pay dividends. Where they are not assimilated to dividends, tax impacts are recorded in equity.
By way of exception to the thresholds described above, and in order to comply with Article 19 of Regulation (EU) No 575/2013, the consolidation threshold was €10 million (total balance sheet and off-balance sheet commitments excluding derivatives) for entities that meet the definition of financial institutions or ancillary services undertakings.
IFRS 11 distinguishes between two types of partnerships: joint ventures and joint operations. Joint ventures are partnerships in which the parties exercising joint control over the Company have rights over that company’s net assets. They are consolidated using the equity method. Consolidation using the equity method involves replacing the carrying amount of investments in the owner’s financial statements with Natixis’ interest in the shareholders’ equity and income of the entity owned. 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 liability 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 of gains/(losses) of associates recognized directly in equity” in the statement of net income/(loss) and other comprehensive income. Goodwill related to joint ventures is included in the carrying amount.
In accordance with IFRS 3 (pre- or post-revision), business combinations are recorded using the acquisition method. Under the acquisition method, the identifiable assets and liabilities of the acquired entity are measured at their fair value at the valuation date.
The following assumptions were used: estimated future cash flows: forecast data drawn from multi-yearV plans established by the business lines and updated as part of the 2020 budget process; perpetual growth rate: 2.5% for all valuations;V
Deconsolidation of the fund Ostrum Ultra Short Term Bonds PlusV SI (C) EUR in the first quarter of 2019, after the percentage interest fell below regulatory thresholds.
The Coface Latvia Insurance branch operations were taken over byV LEID-SUCC in the first quarter of 2019.
The assets of these vehicles, and the liabilities they issue, are rated by rating agencies, which continually monitor the suitability between the level of risk associated with each tranche sold and the rating attributed.
Natixis also completed various securitization transactions in 2019, as in 2018, relating to commercial real estate financing originated by Natixis Real Estate Capital LLC.
Financial assets recognized at amortized cost correspond to debt instruments, in particular loans and receivables due from credit institutions and customers as well as securities carried at amortized cost such as treasury bills and bonds.
In addition, the standard makes a distinction between purchased or originated credit-impaired (POCI) assets, which correspond to financial assets purchased or created and already impaired for credit risk at their initial recognition and for which the entity does not expect to recover all of the contractual cash flows at the date of initial recognition. POCI are impaired based on lifetime expected losses at the reporting date immediately following initial recognition.
Net investment hedges are used to hedge the exchange risk arising on net foreign currency investments (consolidated subsidiary or investment). They are accounted for in the same way as cash flow hedges. The effective portion of changes in the fair value of hedging instruments (monetary derivative or liability denominated in foreign currency) is recognized in equity. These changes in fair value are offset against the translation adjustments recognized when the entity was consolidated (see Note 3.9). The ineffective portion of changes in fair value is recognized in income. Unrealized gains or losses recognized directly in equity are transferred to income when all or part of the net investment is sold.
it is unlikely that significant changes will be made to the plan orV that it will be withdrawn.
At December 31, 2018, the components (related assets and liabilities) of the EuroTitres business line held for sale in connection with the plan to sell assets presented in Note 3.6, were recorded in accordance with IFRS 5 in two separate lines of the consolidated balance sheet: “Non-current assets held for sale” and “Liabilities associated with non-current assets held for sale”.
The fair value of loans not quoted on an active market is determined using the discounted cash flow method. The discount rate is based on an assessment of the rates used by the institution during the period for groups of loans with similar risk characteristics. Loans have been classified into groups with similar risk characteristics based on statistical research enabling factors having an impact on credit spreads to be identified. Natixis also relies on expert judgment to refine this segmentation.
The participation rate used to calculate deferred profit-sharing is determined based on payout ratios projected over the term of the medium-term plan and in line with the actual pay-out ratio for the previous fiscal year.
Other related income and expenses (b) 221 (167) 54 349 (284) 65
Financial instruments that must be measured at fair value through profit or loss include debt instruments and non-SPPI loans (for which the classification criteria are provided in Note 6.1.2), and equity instruments that we have opted not to recognize in other comprehensive income.
The tables below show, for each class of instrument, changes over fiscal year 2019 in accounting items and impairments and provisions related to financial assets at fair value through other comprehensive income recyclable to income.
Financial assets designated under the fair value option 45 45 2 2 0 o/w debt instruments in the form of securities 43 43 0 0
Other financial liabilities held for trading 96,044 95,235 809 90,826 89,650 1,176
Debt issues were reclassified on a symmetrical basis to Level 3 of the fair value hierarchy along with the underlying instruments, both for instruments deemed unobservable during the period and for issues related (a) to instruments already classified in Level 3 at December 31, 2018 (the latter being recorded under “other reclassifications”).
Financial instruments to be valued at fair value through profit or loss 3 160 o/w debt instruments in the form of securities 160 o/w loans and receivables 3
Cash and amounts due from central banks 21 0 21 24 24
Gains or losses arising from changes in the fair value (excluding revenues) of available-for-sale financial assets that are not hedged are recognized directly in equity under “Gains and losses recorded directly in equity”. Accrued or earned income is recognized in the income statement under “Net income from insurance activities” using the effective interest rate method. Available-for-sale financial assets are tested for impairment at each reporting date. Where there is objective evidence that an asset is impaired and a decline in the fair value has already been recognized directly in equity, the cumulative impairment loss is removed from equity and recognized in income under “Provision for credit losses” (debt instruments) or “Net income from insurance activities” (equity instruments).
Policies managed by the insurance subsidiaries of the Coface and Natixis Assurances sub-groups meet the definitions of insurance policies and investment contracts with a discretionary participation feature set out in IFRS 4. Accordingly, they result in the recognition of technical reserves in liabilities. These reserves are measured in accordance with French GAAP pending the entry into force of IFRS 17 dealing with technical liabilities of insurance companies.
Other non-recurring operating income and expenses (2) 0 3 (3) 0 0 0 (2) (2)
Including mutual fund units.(a) At December 31, 2019, permanent impairment of variable-income securities stood at €53 million, compared with €69 million at December 31, 2018. (b) This expense was 89% offset by the profit-sharing mechanism. The 2019 expense can be broken down into an additional impairment loss on previously impaired securities for €16 million (€13 million at December 31, 2018) and an allowance for newly impaired securities for €37 million (€56 million at December 31, 2018).
Derivative instruments not eligible for hedge accounting (positive fair value) 19 14 5 0 18 4 13 0 o/w credit derivatives
Asset Management: Asset management activities are combinedV within Natixis Investment Managers. They cover all asset categories and are carried out mainly in the US and France. These activities are performed by autonomous entities (specialized asset management companies and specialized distribution units) coordinated by a holding company that ensures the organization’s consistency by overseeing its strategic direction. These companies are thus able to focus on their core business and on achieving robust performance, while retaining the option of developing their own institutional clientele and drawing on the business line’s other support functions, based on appropriate economic models. A number of these asset managers have forged a strong reputation, such as Loomis Sayles, Harris Associates, AEW, H2O, DNCA and Ostrum Asset Management.
Financial Investments houses the non-core business lines of Natixis: Coface, of which the main activities are credit insurance, international factoring, corporate information and rating and the management of accounts receivable, as well as the proprietary Private Equity activity, Natixis’ stake in certain sponsored funds that it does not intend to retain, as well as the Natixis subsidiary in Algeria.
Debt instruments at amortized cost 20 885 0 0 0 288 1,193
Financial liabilities at fair value through profit or loss 287 203,768 4,109 0 0 18 208,183
The disclosures on the management of market risk, overall interest rate risk, liquidity risk and structural foreign exchange risk required under IFRS 7 are presented in Section 3.2.7 of Chapter 3, “Risk factors, risk management and Pillar III”.
The breakdown of the headcount is presented in Note 6.4.3 of Chapter 6, “Non-financial performance report”.
Regarding the plan approved by the Board of Directors on February 6, 2019, as these allocations had not yet formally been carried out at the reporting date, these expenses have been estimated using best available estimates of inputs at the reporting date, both in respect of the value of the share and dividend assumptions.
Corresponds to the actuarial liabilities, at December 31, 2018, associated with the SFS entities recognized in non-current assets held for sale as at December 31, 2018 (see Notes 3.6 and 4.1).(a)
Changes recognized directly in other comprehensive income with no recycling 50 1 51 (22) 2 (21)
Revaluation adjustments – Return on assets 50 1 51 (22) 2 (21)
Market participant’s borrowing rate (five years) 5.47% 5.47% 4.45% 3.93% 3.34%
Although similar to derivatives, the capital and/or performance guarantees given by Natixis to certain UCITS were recognized as financial guarantees and provisioned in accordance with IFRS 9 until December 31, 2018, due to the difficulty in determining their fair value.
New OBS commitments originated or purchased 21,902 (4) 728 (3) 0 0 0 0 22,631 (7)
The following table presents future cash outflows not included in the measurement of lease liabilities at December 31, 2019 for leases not yet commenced but representing commitments undertaken by Natixis.
Income and expenses from other activities 69 70 3 16 (27) 13 17
Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, such as net income, Group share, ROE and the cost/income ratio reported for the two years prior to leaving the Company. Satisfaction of these criteria will be verified by the Board of Directors as necessary.
PricewaterhouseCoopers Audit—63 rue de Villiers 92208V Neuilly-Sur-Seine Cedex, represented by signatory partners Emmanuel Benoist.
COFACE CHILE – BRANCH (COFACE EUROPE) Credit insurance and related services
NATIXIS REAL ESTATE CAPITAL LLC Real estate finance FC 100 100 100 100 United States
Natixis Investment Managers Canada LP (cc) Asset Management 100 100 Canada
Natixis Advisors, LP Distribution FC 100 100 100 100 United States
NATIXIS INVESTMENT MANAGERS Holding company FC 100 100 100 100 France
AEW GLOBAL ADVISORS (EUROPE) LTD Asset Management FC 100 100 100 100 United Kingdom
Ostrum AM Hong Kong Ltd (kk) Asset Management FC 100 100 Hong Kong
DNCA Luxembourg (k) Asset Management FC 92 79 92 82 Luxembourg
COFACE DO BRASIL SEGUROS DE CREDITO Credit insurance and related services FC 42 42 43 43 Brazil
COFACE NORTH AMERICA HOLDING COMPANY Holding company FC 42 42 43 43 United States
COFACE RUS INSURANCE COMPANY Credit insurance FC 42 42 43 43 Russia
COFACE LATVIA INSURANCE – BRANCH (COFACE AUSTRIA) (h) Insurance 43 43 Latvia
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2019, and of the results of its operations for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
Statutory Auditors’ report on the consolidated financial statements 387NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
We examined the internal control procedures and systems for the identification, valuation, recognition and classification of complex financial instruments, in particular those classified in Levels 2 and 3.
Please refer to Notes 6.23, 7.10 and 8.8 to the consolidated financial statements for more details.
For certain funds managed by affiliates of Natixis Investment Managers, the contractual provisions of the prospectus stipulate the payment of a “performance fee” for any fund outperformance. As mentioned in Note 7.2 to the consolidated financial statements, performance fees recorded in the income statement totaled €627 million and made up a large share of the Group’s net revenues (€9,219 million).
We therefore considered the recognition and measurement of performance fees to be a key audit matter.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss with the Audit Committee any risks to our independence and the related safeguard measures.
Assets 3 Cash and balances with central banks 15,858 23,858 5 Government securities and equivalent 44,221 34,698 3 Advances to banks 87,300 84,302 5 Bonds and other fixed-income securities 15,643 18,973 5 Shares and other variable-income securities 70,504 48,514 6 Investments in associates and other long-term investments 192 172 6 Investments in subsidiaries and affiliates 13,979 15,136 10 Property, plant and equipment 137 152
Specific case of receivables restructured due to the debtor’s financial situation
Impairment losses are calculated as the difference between the gross carrying amount of the receivable and the amounts thought to be recoverable (including flows from the realization of guarantees), discounted at the original effective interest rate for fixed-rate receivables or at the last effective interest rate determined according to the contractual terms for variable-rate receivables.
Financial assets that have not been assigned their own specific credit risk are included in groups of assets with similar risk characteristics. The composition of these portfolios of similar assets is based on two criteria: geographical risk and sector risk.
These securities are valued individually at their lowest value in use at the reporting date and their acquisition cost. Unrealized losses are subject to a provision for impairment.
The annual payroll costs recognized in respect of defined-benefit plans consist of: rights vested by beneficiaries over the period;V
The financial statements of foreign subsidiaries, prepared in accordance with local rules, are restated in accordance with generally accepted accounting principles in France, translated into euros when the functional currency is not the euro and included in Natixis’ financial statements after the elimination of intra-group transactions.
losses on the portfolio of instruments at fair value through profit or loss (cash and derivatives) since July 1, 2009. TRS are derivatives and are therefore carried at fair value on the balance sheet, with a matching entry to income. At the same time, Natixis purchases an option from BPCE which, if exercised, allows it to recover the net gains on this portfolio after a ten-year period in return for the payment of a premium estimated at €367 million. The premium is also recognized at fair value.
Restructured loans as defined in Note 1 amounted to €183 million in performing loans, before impairment, at December 31, 2019 versus €122 million at December 31, 2018. The amount after impairment amounted to €182 million at December 31, 2019 versus €119 million at December 31, 2018.
Transfers of securities between categories: There were no transfers of securities between categories in 2018 or 2019.
Parent company financial statements and notes 405NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Parent company financial statements and notes 413NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019www.natixis.com
Statement of assets, liabilities and commitments related Note 23 to management of public procedures
Of which, at 31 December 2019, €1,100 million in net gains and losses in connection with the sale of the Specialised Financial Services division to BPCE.(a)
In compliance with the assignment entrusted to us by your General Shareholders’ Meeting, we carried out the audit of the parent company financial statements of Natixis for the year ended December 31, 2019, as appended to this report.
PricewaterhouseCoopers Audit, and on June 16, 1998 in the case of Deloitte & Associés (taking into account the mergers of firms that have occurred since that date). The appointment was previously held by other entities of the Deloitte network for which the full history of appointments cannot be established.
checks to make sure income and expenses are allocated to theV correct period; verification that the presentation complies with accounting rules;V
Drop in paper consumption Kg of paper/workstation over 3 years (2017 to 2019)
Ethics/Governance Conduct risk Code of ConductV Application of the Code of Conduct system
Natixis places great importance on protecting clients’ interests and it regularly enhances its client information, KYC and complaint handling process.
In 2020, Natixis intends to consolidate its leading role in sustainable finance innovation, through the full implementation of its Green Weighting Factor and by expanding ESG investing further across all Natixis investment businesses. Natixis is pursuing its strategic objective to double sustainable finance revenues, by expanding the range of sustainable finance products and services offered to Corporate & Investment Banking clients, launching new investment solutions in its Asset Management affiliates, and developing sustainable investments and products for its insurance business. Offering clients investment and financing solutions that effectively address the Sustainable Development Goals is a key priority.
Natixis uses the Sustainable Development Goals as a reference framework for all the initiatives stemming from its commitment to society. The 17 Sustainable Development Goals for 2030 are the benchmark for measuring progress achieved by governments and private sector companies, including financial institutions.
The GWF is an internal capital allocation model that encourages financing solutions with the most positive impact on the environment and climate change while anticipating potential changes in regulations. It adapts the expected return on different financing solutions depending on their impact on the environment and climate change by using a favorable or adverse adjustment to weighted assets. It is a purely internal model that has no impact on prudential risk-weighted assets.
Natixis is pursuing two goals with this innovative initiative — first, to ramp up its commitment to green financing by encouraging the funding of more sustainable activities, including by helping clients active in carbon intensive sectors adopt more sustainable practices, and second, to incorporate climate risk more systematically in its assessment of financing opportunities.
European Union’s ambitious greenhouse gas reduction targets. At the end of November 2019, Mirova finalized fundraising for €857 million, far exceeding its initial target, and closed the biggestMirova launched its fourth renewable energy infrastructure fund, renewable energy fund dedicated to the European market. TheMirova Eurofideme 4, in 2018. This fund’s strategy differs from that Mirova-Eurofideme 4 fund has already made its first investments,of the previous funds as it incorporates financing for storage and with over €300 million invested in projects in France, Portugal,mobile electricity, which have considerable financing requirements, Norway and Spain totaling nearly 600 MW.as well as for production capacity. The goal is to achieve the 2019 KEY EVENT
Inclusion of sustainable agriculture criteria in the Ghana Cocoa Board’s sustainable term loan
Natixis has internal ESR policies for the nuclear, mining & metals, and palm oil sectors. These apply to financing operations and cover the following issues: nuclear: compliance with the strictest international security rulesV (IAEA, etc.), reliability of technologies, demonstration by the host country and the operator of their capacity to control and operate their nuclear industry, based on specific criteria; mining & metals: compliance with international mining industryV standards as well as the E&S criteria established by the IFC (World Bank); palm oil: traceability and compliance with best practices andV applicable standards.
Over the last three years, 428 such transactions have been managed in this way, with the following sector breakdown: Breakdown of the number of transactions reviewed by sector (2017-2019)
Details of the analysis and decision-making process, the resources used and full information on transactions audited in this way are available in the annual Equator Principles report (published before July 31 each year and available on the Natixis website (1)).
In accordance with Article 173, Provision VI of the Energy Transition for Green Growth Act establishing new ESG reporting obligations, certain Natixis subsidiaries have made extensive efforts to measure the carbon footprint of their portfolios (see Chapter 6.3.2.6 Aligning with the objectives of the Paris Agreement): Mirova and Natixis Assurances use the Carbon Impact AnalyticsV method co-developed by Mirova and Carbone 4 to calculate the carbon footprint of their portfolios.
Natixis has optimized the energy consumption of its buildings for several years with the roll-out of various measures: a re-lamping policy with the use of LED light bulbs;V
In 2019, the bank’s consumption of paper continued to fall, declining 25% relative to 2018.
Abroad, Natixis’ offices in Frankfurt have implemented a system for the recovery and resale of WEEE. The profits of this activity are reinvested in environmental projects worldwide.
The environmental impact of the company car fleet is significant. Natixis and its subsidiaries have 321 company vehicles, which travelled over 6.5 million km in 2019.
The average CO2 emission rate of the fleet has stabilized at 115 g/km with the implementation of the new WLTP standard, under which car manufacturers are obliged to lower their vehicles’ CO2 emissions.
Companies in which Natixis directly or indirectly holds at least a 50% interest.(1)
Within the Natixis scope, since 2017, strategic dialog with representative unions has taken place through the Strategy and Transformation Dialog Committee aimed at establishing a better understanding of the strategy and the transformation of the business lines.
Agreement on the payment of an additional profit-sharing bonus for 2018 02/09/2019
The agreement covers four areas: Management of jobs and transformations, with the aim ofV developing a forward-looking view of role changes and defining support measures for employees in positions undergoing change; Mobility, career management and training, with the aim of helpingV each employee adapt to changes and grasp new career opportunities; Structural change management, with the aim of establishing aV common framework to support employees during restructuring operations with impacts on employment; Inter-generational cooperation and transmission of skills, withV the aim of promoting the hiring of young employees and developing a “responsible” policy for older staff.
For every 11 employees, Natixis SA and all its subsidiaries have a dedicated CSE tasked with promoting ways of improving health, safety and working conditions at the workplace.
Natixis set gender equality targets in its New Dimension strategic plan, (women accounting for 20% of members of the Senior Management Committee, 30% of Global Leaders — inner leadership circle, 40% among Purple Leaders — extended leadership circle). These objectives were applied in the business lines in 2018. These targets are reviewed by the Senior Management Committee every quarter.
Many gathering covering a range of themes were held in order to discuss and come up with ideas for concrete actions to be put forward to decision-makers in both the public and private sectors.
To embody the "More than Just a Job" employer promise to employees under 30, Natixis published a series of original documentary-style photographs on numerous social networks to showcase employees who are engaged both in and outside the workplace.
In keeping with this commitment, Natixis has signed a fourth Mission Handicap agreement for a duration of three years as of
Since 2018, the Development Journey program was also launched to support high-potential Purple Leaders in the preparation of their individual development plan, preparing them for their next career move.
Incorporation of ESG criteria and exclusion policies in investment decisions 7 1-6 2 1-10 5 6.3.2 Green growth: financing the energy transition and combating climate change 7, 8 1, 2 2, 4 13, 15 6.3.2.2 Financing and investment in renewable energy 7, 8 1, 2, 3 1, 2 2, 4 7 6.3.2.3 Financing and investment in mobility and sustainable cities 7, 8 1, 2, 3 1, 2 2, 4 11, 13 6.3.2.4 Green bonds and green loans 7, 8 1, 2, 3 1, 2 2, 4 13 6.3.2.5 Development of low carbon structured products 7, 8 1,2 2,4 13 6.3.2.6 Aligning with the objectives of the Paris Agreement 7, 8 1-6 1-6 2, 4 13 6.3.3 Green growth: protecting and developing natural capital 7, 8 1, 2, 3 1, 2, 4 1-10 1, 2, 6, 12, 13, 14, 15 1-10 6.3.3.2 Recognition of biodiversity in financing 7, 8 1, 2 1-10 14, 15 1, 2, 3, 4, 5, 6 6.3.3.3 Thematic investment in natural capital 7, 8 1, 2, 3 1, 2 1-10 1, 2, 13, 14, 15 1, 2, 3, 4, 5, 6 6.3.3.4 Development of natural capital structured products 7, 8 1, 2 1-10 6, 14 1, 2, 3, 4, 5, 6 6.3.3.5 Development of the solidarity-based economy 7,8 1, 2, 4 12 1, 2, 7, 8, 9, 10 6.4.1 Incorporating E&S criteria in financing operations and investments 1-10 1-6 1-6 1-10 6.4.2 Duty of vigilance 1-10 6.6.1 Human Resources policy and diversity management 3, 4 5, 8 6.6.1.1 Supporting the business lines’ transformation 3 8 6.6.1.2 Promoting a positive employee experience 4 5, 8 6.6.1.3 Actively encouraging talented employees 8 6.6.2 Commitments to solidarity-related projects 1-2-3-4-5-8-10
We verified that the Report covers the scope of consolidation, i.e.V all the companies included in the scope of consolidation as defined in Article L. 233-16, within the limitations set out in the Report.
0.74% was held outside of employee savings plans by employeesV and former employees; 0.95% was held under the BPCE Actions Natixis employee shareV ownership plan, including holders of Groupe BPCE shares.
Created in November 2007, the Natixis Shareholder Club had 12,104 members at December 31, 2019.
You may refer to the 2019 universal registration document for an overview of the financial condition, activity and results of Natixis and its group during the past fiscal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixis website: www.natixis.com).
In accordance with the principles approved by the General Shareholders’ Meeting on May 28, 2019, Laurent Mignon received gross compensation of €300,000 for fiscal year 2019 in connection with his duties as Chairman of the Natixis Board of Directors.
Given the achievements observed by the Board of Directors after receiving the opinion of the Compensation Committee, the amount of annual variable compensation for 2019 was set as follows: In respect of BPCE quantitative criteria: €267,588, or 111.50%V of the target
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 subject to the provisions of Articles L.225-38 et seq. of the French Commercial Code, hereby approves all provisions of this report and the new agreements mentioned therein (other than that authorized by the Board of Directors on February 12, 2019, which was already submitted to the General Shareholders’ Meeting on May 28, 2019), having been authorized by the Board of Directors and entered into during the fiscal year ended December 31, 2019, or after this date up until the Board of Directors’ Meeting in which the financial statements for the year ended December 31, 2019, were approved.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, pursuant to Article L.225-100 of the French Commercial Code, the fixed, variable and non-recurring items constituting the compensation and benefits of any paid during fiscal year 2019 or granted in respect of the same fiscal year to François Riahi, Chief Executive Officer, as set out in the corporate governance report presented in Chapter 2, Section 2.4 and Chapter 8, Section 8.2.2 of the 2019 Natixis universal registration document.
This program is also intended to enable the Company to implement any market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Company will notify its shareholders by means of a press release; resolves that Company share purchases may relate to a2) number of shares such that: the number of shares that the Company buys during theV buyback program may not, at any time, exceed 10% of the shares comprising the Company’s share capital, this percentage being applied to a capital amount adjusted in accordance with transactions impacting it subsequent to this General Shareholders’ Meeting. It is specified that (i) the number of shares acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer may not exceed 5% of its share capital; and (ii) when shares are bought back to promote liquidity under the conditions set out by the General Regulations of the AMF, the number of shares taken into account to calculate the 10% limit provided for by the first paragraph corresponds to the number of shares purchased, net of the number of shares resold during the authorization period, the number of shares that the Company holds at any timeV whatsoever may not exceed 10% of the shares comprising the Company’s share capital on the date in question, pursuant to Article L.225-210 of the French Commercial Code; resolves that the acquisition, sale or transfer of the shares may3) take place at any time, except in public offer periods, within the limits authorized by current legal and regulatory provisions, by any means, on regulated markets, multilateral trading platforms, with systematic internalizers or over the counter, including by means of the acquisition or sale of blocks of shares (without limiting the portion of the buyback program that may be realized by this means), by a tender or exchange offer, or by using options or other forward financial instruments, or by the tendering of shares subsequent to the issue of securities giving access to the Company’s capital by means of conversion, exchange or redemption, by exercising a warrant or by any other means, either directly or indirectly via an investment services provider.
Article 12 — Powers of the Board of Directors 12.1 The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof, in accordance with its corporate interest, taking into account the social and environmental issues associated with its activity. […]
In our capacity as your Company’s Statutory Auditors, we hereby submit our report on related-party agreements.
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 fiscal year of the agreements already approved by the General Shareholders’ Meeting.
At its meeting of December 19, 2019, the Board of Directors authorized the following new partnership agreements between CNP Assurances, BPCE, Natixis S.A. and BPCE Vie: Agreement modifying the new partnership agreements entereda) into by CNP Assurances, BPCE, Natixis and BPCE Vie: this agreement modifies the Memorandum of Understanding reached in 2015 and several of the new partnerships enacted to implement it. As stated previously, this agreement, which entered into force on January 1, 2020, provides for the extension of the initial expiration date of the existing agreements (currently December 31, 2022) to December 31, 2030 with the possibility of renewing these agreements upon each expiration for successive three-year periods until 2052, and a change to the coinsurance breakdown for collective payment protection insurance, to be shared equally (50/50) between CNP Assurances and Groupe BPCE effective January 1, 2020; Amendment to the Tranche 1 new business reinsurance treaty,b) entered into by BPCE Vie and CNP Assurances in the presence of Natixis and pertaining to the quota share reinsurance of euro-denominated guarantees issued by BPCE Vie through BPCE Vie life insurance and accumulation contracts for retirement savings, distributed by entities within the Retirement Savings scope, except for the contracts identified in Article R. 342-9 of the French Insurance Code (code des assurances).
Negotiation Agreement relating to Natixis 1. selling the Securities & Financial Guarantees (CECG), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BPCE.
Agreements made in favor of François 3. Riahi upon his appointment as Chief Executive Officer
On June 25, 2014, the Board of Directors authorized the sale of 79,989,067 Coface shares, with the option of increasing this number to a maximum of 91,987,426 shares sold if the green-shoe option was fully exercised, as part of a retail public offering in France and a global offering for institutional investors both in and outside France, and decided on the definitive sale price of said shares.
Olivier Klein, a member of the BPCE Management Board and NatixisV director
The income recognized by Natixis in respect of these agreements amounted to €155,000.00 for fiscal year 2019.
A joint stock company (société anonyme) with a Board of Directors and share capital of €5,049,354,392.
The Company’s Senior Management is the responsibility of either the Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors and bearing the title of Chief Executive Officer.
The choice between these two methods for exercising Senior Management is made by the Board of Directors which may validly transact business only if: the agenda containing this item has been sent out at least 15 daysV in advance of the Board Meeting; at least two-thirds of the directors are present or represented atV the meeting.
When a Deputy Chief Executive Officer is a Director, his term in office shall not exceed his term on the Board.
the Company will, as a result, invalidate or change, depending on the case, the proxy or vote cast before that date and time.
I hereby declare that, to the best of my knowledge, after having taken all reasonable measures to this end, the information contained in this universal registration document is true and accurate and contains no omissions liable to impair its significance.
Any person wishing to obtain additional information about Natixis can request documents free of charge and without obligation: by post: Natixis Communication financière — V Relations investisseurs, Immeuble Arc-de-Seine, 30, avenue Pierre-Mendès-France 75013 Paris by e-mail: investorelations@natixis.comV
Solvency II European Directive on insurance and reinsurance undertakings intended to ensure that they comply at all times with their commitments towards policyholders in view of the specific risks incurred by such businesses. It aims to achieve an economic and prospective assessment of solvency based on three pillars — quantitative requirements (Pillar I), qualitative requirements (Pillar II) and information for the public and the supervisor (Pillar III). Adopted in 2014, it was enacted into national law in 2015 and came into force on January 1, 2016.