RISK MANAGEMENT 127 4.1 Risk factors 129 4.2 Pillar III 135 4.3 Overall interest rate, liquidity and structural foreign exchange risks 166 4.4 Insurable risks 169 4.5 Legal risks 170 4.6 Insurance risks 174 4.7 Sensitive exposures in accordance with the recommendations of the Financial Stability Forum 179
As part of a joint venture with capital markets via the debt platform, Global Structured Credit & Solutions (GSCS) is Natixis’ securitisation and credit and insurance solutions platform. In 2011, Natixis structured Arkea’s SFH programmes (5), co-arranged the fi nancing of Hertz’s European fl eet and launched Liberty Island’s CLO. Natixis also placed 100% of euro-denominated catastrophe bonds and more than 18% of cat bonds issued worldwide, notably for EDF (Pylon II), Axa (Calypso) and Scor (Atlas VI).
In 2011, a joint refi nancing pool between BPCE and Natixis was created within the Treasury Department with the aim of increasing cash infl ows, primarily from international investors, and making sure the business lines have access to the liquidity needed to carry out their respective development plans. In addition to the refi nancing pool, a dedicated sales force and a single securities lending desk were set up to optimize management of the Bank’s collateral.
Expanded to Latin America as well as North America, the platform covers the majority of debt & fi nancing and capital markets activities through a staff of around 600 people in fi ve countries.
Natixis Global Asset Management operates in Europe through Natixis Asset Management, one of the leading European asset management companies. Natixis Asset Management offers proven expertise in the main asset classes and management styles. It also provides privileged access to the complementary expertise of Natixis Multimanagers, its multi-management subsidiary, Dorval Finance in fl exible management and H
Masseran Gestion (Funds of funds ). This four-person company manages more than €100 million via a predominantly French European funds of funds.
In 2011, Natixis consolidated its leading position in employee savings account-keeping in France, with 3 million employee accounts under management, i.e. market share of 25% (source: AFG at June 30, 2011).
The employee savings offer tailored to SMEs and professionals, distributed by the Banques Populaires and Caisses d’Epargne networks, delivered another strong performance with 11,622 new contracts.
J CHANGE IN THE NUMBER OF CORPORATE CLIENTS WITH COLLECTIVE RETIREMENT PLANS
In electronic banking, Natixis is developing a full array of services for the distribution networks, ranging from product design to technical and marketing support. Natixis contributes to the development of professional and retail markets and prepares the systems needed to launch new products (e.g. contactless payments, multi-visual cards, debit/credit cards, prepaid cards, e-commerce). Natixis managed over 17 million cards and processed nearly 3.2 billion card transactions in 2011 (up 9% year-on-year).
2011 signifi cant events j Banque Populaire won the Podium de la relation client 2011 (1) client-service award for the banking sector.
Actifl ow Trésorerie Internationale, a new centralized cashmanagement service, allows customers to see the consolidated and forecasted positions of all of their subsidiaries’ accounts worldwide.
In an uncertain economy, customers sought secure savings products that generate income such as savings accounts and term accounts. Balance-sheet savings infl ows (demand deposits, savings accounts, regulated home savings products, etc.) represented €4.4 billion, €1.8 billion of which was collected through BCPE bonds. Livret A savings accounts brought in more than €1.4 billion in 2011. At the same time, off-balance sheet savings outstandings (life insurance, mutual funds) remained stable with a total of €110 billion.
Caisse d’Epargne is the leading private bank for social housing enterprises and public housing offi ces (4), which fi nance construction projects largely through Livret A deposits. Caisse d’Epargne fi nances over one-third of this sector’s private debt. It also supports several local public enterprises and participates in the governance of over 500 of these entities.
In the event that the right to buy back Caisses d’Epargne CCIs is exercised under cases (ii) or (iv), BPCE enjoys a preferential right over the Caisse d’Epargne concerned as regards the exercise of the promise of sale.
1 Valuation of assets by external advisors using base case and stress case scenarios.
GAPC’s fi nal scope thus includes the following proprietary investment activities: structured credit, mortgage portfolios of the ABM Corp. subsidiary based in New York, credit correlation portfolios (at end-2011 only the counterparty risk component remained as all market risk had been disposed of), portfolios of complex interest rate and equity derivatives, as well as structured funds. At December 31, 2011, these operations accounted for €15.5 billion in risk-weighted assets, before the effect of the Guarantee (under Basel 2.5).
It should be noted that risk-weighted assets at December 31, 2011 incorporated the “Basel 2.5” effect, with a positive net impact of around €2.7 billion in 2011 pre-guarantee and €1.6 billion postguarantee.
Other opportunities for discussion and communication between Natixis and its shareholders took place during 2011: 1 The Individual Shareholder Relations team held 12 meetings both in Paris and the rest of France to meet with members of the Shareholders’ Club. During these meetings, Natixis’ internal expertise was presented to members of the Club. Members were thus offered the opportunity to attend a range of conferences and web-based conferences presented by economists, equity strategists and also employee savings specialists from Natixis and its subsidiaries. Five of these Shareholders’ Club meetings were broadcast on the Internet, in live and downloadable format, facilitating access to these events for members from further afield than Paris and its suburbs.
1 Some 650 individual shareholders attended the General Shareholders’ Meeting held on May 26, 2011 at the Carrousel du Louvre. Once again this year, the Individual Shareholder Relations team welcomed members of the Shareholders’ Club as well as prospective members, at its dedicated stand.
This policy applies to the fi nancing of these companies, to proprietary investment and to third-party asset management by Natixis AM, which has also launched a customer awareness program.
Many different actions were undertaken to optimize performance in all buildings.
Number of people signed up on the carpool platform 1,223 1,333 1,375
As part of the event, some 300 employees had the opportunity to try out a C-ZERO, the fi rst electric vehicle in the car fl eet in the Natixis colors, at two of Natixis’ main locations.
Number of suppliers surveyed in the sustainable development survey - 15 30 new suppliers surveyed 2.1.4 HUMAN RESOURCES POLICY AND DIVERSITY MANAGEMENT
Based on an analysis of the results of the fi rst employee survey, suitable action plans were defi ned at both the individual and the group level in response to employee concerns .
The decision-making process includes different approval stages: fi rst by the subsidiaries/business lines and business divisions, then by Natixis’ Human Resources Department and Executive Management, and fi nally by the Natixis’ Board of Directors on the recommandation of the Appointments and Compensation Committee.
In 2010, there was a change in the method used to calculate overtime, which now includes on-call work by hourly-based employees.
Within the scope of Natixis Consolidated France, more than 70 agreements and amendments were signed in 2011 by the representative bodies of Natixis S.A. and its French subsidiaries.
Energy consumption as a whole decreased by 6% year on year in 2011, with a marked decrease in energy consumed by offi ce buildings (down 12% in 2011 vs. 2010). The commissioning and start-up of two new data centers led to an increase in energy consumption for these facilities. Gas and fuel consumption remained low. Measures implemented to improve energy effi ciency and the use of renewable energy sources are presented in section [2.1.2.1].
eq) in 2010, i.e. an 8% drop in volume compared to emissions in 2009. This drop is mainly due a decrease in the number of employees, as emissions per employee remained stable at 9.1 tCO
2 SOCIAL AND ENVIRONMENTAL PERFORMANCE Social information 2.5 Social information 2.5.1 TERRITORIAL, ECONOMIC AND SOCIAL IMPACTS
Universities and schools a Business and fi nance universities and schools a Supporting chairs a Interventions in the school curriculum a Student tutoring a Welcoming work placements including co-op students
The information it contains takes into consideration, in particular, annex I of European Regulation (EC) 809/2004 of April 29, 2004 as well as the 2009 French Financial Markets Authority (AMF - Autorité des Marchés Financiers) report on corporate governance and internal control published on July 12, 2010 and the complementary report of December 7, 2010, and the Guide for compiling registration documents, also published by the AMF on December 10, 2009, updated on December 20, 2010.
Vice-President of: la Société des Caoutchoucs de Grand Bereby (SOGB) (1), Bereby Finances, Generali (1)
Managing Director of: Nord Sumatra Investissements, Financière du Champ de Mars Permanent representative for Bolloré Participations, Member of the Board of: Bolloré Africa Logistics Cameroun, SDV Congo, SAFA Cameroun, Socapalm (1) (Société Camerounaise de Palmeraies), Palmcam (Société des Palmeraies du
Permanent representative for Bolloré to the Board of: Fred et Farid
Member of the Supervisory Board of: BPCE Member of Supervisory Board (until 04.30.2010) and member of the Board of: Natixis
From September 2007 to May 2009, he was associate Manager at Oddo et Cie alongside Philippe Oddo.
Chairman of the Board of Directors of: SODERO Participations, S.A. des
Member of the Supervisory Board of: GCE Capital, GCE Business Services
Chairman of the Board of Directors of: Natixis (since 04.30.2009), Financière
Member of the Supervisory Boards of: Lagardère, A and B Dalkia (SAS)
Member of the Supervisory Boards of: Elior, Lagardère, CNP Assurances, A and B
Chairman of the Supervisory Board of: BP Covered Bonds (up to 03.15.2010), GCE
At its meeting of April 30, 2009, Natixis’ Board of Directors opted to separate the positions of Chairman of the Board and Chief Executive Offi cer. This decision is explained by the Company’s wish to comply with corporate governance best practices and to guarantee, by virtue of transparency, a better balance of power between its managing and controlling bodies.
At its meeting of December 15, 2011 and following the report submitted by the Appointments and Compensation Committee, Natixis’ Board of Directors examined each director’s expertise, quality of judgment and freedom of thought and expression and, more generally, compliance with the independence criteria laid down in the AFEP-MEDEF C ode and incorporated into the Board’s Internal Rules (see 3.3.1.2 - Role and Powers of the Board of Directors below). The report noted that the fi ve independent members fully satisfy independence criteria requirements.
• Compliance Charter for members of the Board of Directors: The Compliance Charter for members of the Board of Directors, included in the Board of Directors Internal Rules, defines a code of conduct which aims to encourage Board members to act independently and responsibly.
Minutes of Board Meetings are prepared and sent out to the Company’s Board members.
The Board members were pleased to note the introduction of a general economic overview and a benchmark, which in their opinion calls for further development and the addition of a business market overview.
In their view, the Board should be more involved in the Company’s strategy, in keeping with the progress achieved with the creation of the Strategy Committee.
The Appointments and Compensation Committee is made up of six members: Mr. Bolloré, Chairman, Ms. Bories and Messrs. Jeannin, Patault, Proglio and Sueur.
The Chief Executive Offi cer is responsible for the executive direction of Natixis, in accordance with the Board of Directors’ decision of April 30, 2009 to separate the offi ces of Chairman of the Board and Chief Executive Offi cer.
Lastly, Natixis has an Executive Committee comprising the members of the Management Board and the heads of certain business lines and support functions essential to the Company’s success (see members of the Executive Committee section [3.2.3]). The Committee’s role mainly focuses on information and monitoring.
The recommendations of the AFEP- MEDEF C ode on the compensation of executive corporate offi cers of listed companies are taken into account in the bank’s corporate governance approach. As shown above, the AFEP- MEDEF C ode is the one that the Company refers to when preparing the report provided for by Article L.225-37 of the French Commercial Code.
3CORPORATE GOVERNANCE Policies and rules for determining compensation and benefi ts 3.4.2 COMPENSATION AND BENEFITS OF ALL KINDS FOR THE CEO
(1) Part of which from attendance fees due in respect of fi scal year 2009. (2) Part of which from attendance fees due in respect of fi scal year 2010.
Permanent and periodic controls introduced by Natixis are organized from the fi rst operational or functional level up to the highest level. They are structured according to three principles: • Natixis separates its risk-taking and control functions, as well as the different levels of control. This separation results in: – a distinction between front- and back-offi ce functions, – the existence of fi rst-level controls at the operational level, – the distinction between periodic and permanent controls.
Natixis’ Head of ITSS and BC reports to the Head of Compliance. He/she works in close cooperation with the Internal Audit Department and the Risk Department.
Initial mapping of ITSS-BC risks was completed in 2011. IT application sensitivity was also mapped. It has become the preferred management tool for security measures more closely geared to needs of the business lines and regulations.
Security is also provided by raising the awareness of employees regarding good practices. More than 4,000 employees directly participated in awareness-raising via e-learning modules.
In addition to specifi c provisions, Natixis also sets aside provisions to cover country risk and sector risk. These collective provisions are based on groups of homogeneous assets and formed according to three criteria: • ratings for exposure to private individuals and professionals; • sector risk; • geographic risk for other counterparties (corporate, sovereign, etc.).
The determination of industries and countries subject to provisions is made based on an analysis performed by the Risk Department as part of special monitoring activities.
Natixis’ ability to carry out its operations could be affected by the fi nancial soundness of other fi nancial institutions and market participants. Financial institutions are closely interconnected as a result, notably, of their trading, clearing, counterparty and fi nancing operations. The default of a sector participant, or even simple rumors or questions concerning one or more fi nancial institutions or the fi nance industry more generally, have led to a widespread contraction in liquidity in the market and in the future could lead to additional losses or defaults. Natixis is exposed to several fi nancial counterparties such as investment service providers, commercial or investment banks, mutual funds and hedge funds, as well as other institutional clients, with which it conducts transactions in the usual manner, thus exposing Natixis to a risk of insolvency if a group of Natixis’ counterparties or customers should fail to meet their commitments. This risk would be aggravated if the assets held as collateral by Natixis were unable to be sold or if their price was unable to cover all of Natixis’ exposure relating to loans or derivatives in default.
These categories are broken down according to decreasing degrees of solidity and stability, duration and degree of subordination.
The prudential scope of consolidation is based on the statutory scope of consolidation, but with equity-method accounting for insurance companies Coface (insurance activities), Natixis Assurances and Compagnie Européenne de Garanties et Cautions.
The Risk and Compliance Departments carry out permanent controls. The control system comes under the overall supervision of the Chief Executive Offi cer and Board of Directors of Natixis. The Board is assisted in its duties by the Audit Committee.
Credit risk is the risk of fi nancial loss on Natixis’ loans due to a debtor’s inability to honor its contractual obligations. The assessment of the probability of a debtor’s inability to repay and the expected recovery in this event are key factors in the measurement of credit quality. The debtor may be a bank, an industrial or a commercial company, a sovereign state and its various entities, an investment fund, or a natural person. Credit risk increases in periods of economic uncertainty, insofar as such conditions may lead to a higher rate of default.
Natixis uses a number of credit risk reduction techniques including netting agreements, personal guarantees, asset guarantees or the use of credit-default swaps (CDS) for hedging purposes.
Signifi cant Corporate & Investment Banking risks are monitored by the Restructuring and Special Affairs Department (DRAS), which intervenes in diffi cult cases where necessary. The Litigation Department handles collections of loans in litigation.
(a) Securitization exposures for December 31, 2011 are broken down by the country in which risk associated with the underlying assets making up the securitization tranches is located.
Breakdown by internal rating (S&P equivalent) for asset classes treated using the IRB approach, after excluding: • exposure to equities (calculated using a simple weighting approach); • pool-based exposure (acquired portfolios); • accounting adjustments; • generic counterparties.
The processes for the management of information system security risks are described in greater detail in section [3.6.3.2].
For the fi rst two business lines, a matrix organization structured by business line and location (French and international) allows the entire company to be managed globally.
The liability adequacy test carried out in accordance with IFRS 4 showed that insurance liabilities evaluated under local standards, for the year ended December 31, 2011, were greater than the fair value of these liabilities, taking into account the redemption option incorporated in the policies.
CEGC holds an investment portfolio of €1,100 million on its balance sheet. Market risk arising from the investment portfolio is considered minor in comparison with underwriting risk. Underwriting activities are recorded off-balance sheet. CEGC does not have to address refi nancing issues in depositing guarantee premiums upon commitment. There is no transformation risk either, as the investment portfolio is fully backed by equity and underwriting reserves.
On the Americas platform, CIB expanded its Fixed Income business by strengthening its teams (creating a Credit platform and boosting sales of derivatives and currency products) and deploying a customer-oriented structure.
In the United States, Natixis expanded and reinforced its position as a one-stop cash management solution provider for brokerdealers.
Following brisk trading activity in the fi rst half of the year, income from equity derivatives plunged in the second half of the year. Conversely, the Equity Finance business had a positive year thanks to higher volumes, notably in connection with the development of synergies within the teams. The Brokerage France business was unchanged compared to 2010 but continued to be impacted by low volumes on the primary and secondary markets. The activities of Bleichroeder US came to a near standstill in 2011, resulting in a substantial decline in revenue s year-on-year.
Net infl ows came in at €3.7 billion, with uneven trends depending on the region. In Europe, net outfl ows for the year totaled €9.5 billion. Europe saw heavy withdrawals from money market products until late September (the trend sharply reversed in the last quarter of 2011, with infl ows of €2.9 billion), followed by withdrawals from insurance products in the last quarter of the year, which was partially offset by infl ows at H
AEW Europe. In North America, net infl ows were positive at €13.3 billion for both the bond and equities platforms.
Private Banking’s net revenues gained 5.7% to €99 million in 2011 and were stable at a constant scope of consolidation.
• The provision for credit losses increased 14% due to the persistently fragile economic environment.
During summer 2011, S&P’s downgrade of the United States’ credit rating intensifi ed the debate surrounding public debt in Europe and drastically reduced European banks’ access to the dollar.
Net income (group share), excl. discontinued operations and restructuring costs 1,640 (88) 22 (12) 1,562 1,562
Customer loans and receivables 6.4 111,820 128,049 o/w institutional operations 549 645
Consolidated net income/(loss) – group share – per share, calculated on the basis of the average number of shares over the period excluding
Total activity related to relations with shareholders 0 0 (500) 0 11
(a) Issue premiums, legal reserve, contractual reserves, long-term capital gains reserve and other Natixis reserves. (b) Other equity instruments issued: refers to the undated Deeply Subordinated Notes and preference shares that were reclassifi ed as equity instruments. (c) Additional goodwill related to buyback commitments granted to the minority shareholders of fully consolidated subsidiaries and buybacks of minority interests
In accordance with Article 116 of the amended fi nance law for 1997 (no. 97-1239 of December 29, 2007), amended by Article 121 of the amended fi nance law for 2008 (no. 20081443 of December 30, 2008) and the agreement signed with the French State on September 21, 2011, Natixis manages certain public procedures on behalf of the French State, mainly consisting of loans and gifts to foreign States conferred in the framework of Public Development Aid and the stabilization of interest rates for export credit guaranteed by Coface. The related transactions, some of which may be guaranteed by the State, are recognized separately in the fi nancial statements. The State and other related creditors have a specifi c right over the assets and liabilities allocated to these institutional operations. The bank’s assets, liabilities and commitments relative to these operations are identifi ed on a separate line of the balance sheet under each of the headings concerned with operations for which the management has been delegated to Natixis by the State.
Since then, goodwill related to IXIS CIB has been totally written-down.
• Creation of BP Aquitaine Centre Atlantique, resulting from the merger of BP Sud-Ouest and BP Centre Atlantique; • Creation of Sociétariat BP Aquitaine Centre Atlantique, resulting from the merger of Sociétariat BP Sud Ouest and Sociétariat BP Centre Atlantique; • Creation of SCM BP Aquitaine Centre Atlantique, resulting from the merger of SCM Bordeaux and SCM Centre Atlantique.
“Loans and receivables” also include non-derivative fi nancial assets initially classifi ed at fair value through profi t and loss or available-for-sale, but subsequently reclassifi ed as “Loans and receivables”, under the conditions set out in the “Reclassifi cation of fi nancial assets” amendment to IAS 39 and IFRS 7 published on October 13, 2008. Assets reclassifi ed in accordance with this amendment meet the defi nition of loans and receivables at the reclassifi cation date, i.e., they are not quoted on an active market, or were no longer quoted on an active market at the reclassifi cation date. Assets reclassifi ed in accordance with this amendment cannot be held with the intention of being sold in the near term.
5 FINANCIAL DATA Consolidated fi nancial statements and notes 5.2 Leases
Revenues under the fi nance lease are recognized as income at the interest rate implicit in the lease so as to produce a constant periodic rate of return on the lessor’s net investment. The interest rate implicit in the lease is the discount rate that, at the inception of the lease, causes: • the aggregate present value of the minimum lease payments receivable by the lessor and the non-guaranteed residual value, to be equal to the sum of: • the fair value of the leased asset and (ii) any initial direct costs of the lessor, i.e., the costs incurred specifically by the lessor during the set-up of the leasing contract. These two items form the initial value of the asset.
For geographic risk, the analysis takes into account the sovereign rating, which itself includes a number of inputs such as the country’s political situation, its ability to withstand extreme stress, economic fundamentals (e.g., GDP per capita, external debt), government effi ciency, economic performance and economic outlook. In turn, each of these inputs is itself measured by one or more indicators. Analyses also draw on information published by major rating agencies for country and sovereign risk in order to establish the thresholds for assessing a given situation and the solidity of the country’s banking system. Qualitative information from specialist independent agencies is also considered.
On initial recognition, fair value is the price paid or received. On subsequent reporting dates, fair value is estimated on the following basis: • if the instrument is quoted on an active market, fair value is its quoted price. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis; • if the market for a financial instrument is not active, fair value is established using various valuation techniques. Valuation techniques may refer to observable data from recent transactions, the fair value of similar instruments, discounted cash flow analysis and option pricing models, proprietary models in the case of complex products or non-observable data when no pricing or market data are available. The fair values obtained using these models may be adjusted, depending on the instruments concerned and the associated risks, to take account of factors such as the bid-ask spread and modeling risk.
Since 2002, Natixis has implemented fi ve stock option programs. The vesting period for two of these programs had not yet ended as at December 31, 2011. The details of the programs are described in Note 11.2.4.
At December 31, 2011, Natixis did not purchase protection to hedge against credit risk associated with loans and receivables classifi ed as fair value instruments through profi t and loss.
Pursuant to the options provided for by the IASB’s amendment to IAS 39 and IFRS 7 published on October 13, 2008, Natixis reclassifi ed the following items within “Loans and receivables” as at October 1, 2008: • €8.8 billion relating to the fair value of assets previously classified as “Financial assets at fair value through profit and loss – Trading”; • €2.8 billion relating to the fair value of assets previously classified within “Available-for-sale financial assets”.
Natixis Intertitres 6 6 6.12 Due to banks and customer deposits
Interest accrued on impaired loans and receivables (including restructured items) 10 0 10 20 0 20 7.2 Net fee and commission income
(a) Syndicated loans: Loans with a theoretical syndication date expired as at December 31, 2011 amounted to €63 million. These loans were analyzed on a case-by-case basis to take into account the market discounts observed at the reporting date within income. Cumulative discounts amounted to €29 million at December 31, 2011, versus €44 million the previous year.
Building on the technical expertise of its teams, combined with its widely recognized, award-winning research capabilities, Natixis designs tailored solutions for its customers incorporating the most recent market developments.
The information on risk management required under IFRS 7, with the exception of the disclosures given below, is presented in pillar III in section [4.2] of Chapter [4] , “Risk Management”.
Financial assets at fair value through profi t and loss (excluding variable-income
Since the beginning of 2010, Greece has been struggling with economic hardships, diffi culties in respecting its budget forecasts and a crisis of confi dence over its debt. In May 2010, the euro zone governments and the IMF took on signifi cant commitments to support Greece, with a €110 billion plan in exchange for the reduction of its budget defi cit.
Impairment losses of €105.2 million were therefore recorded under Cost of risk, after applying the rules governing the share of profi ts on the life insurance portfolios in question.
At the European summit of October 26, 2011, the euro zone heads of government confi rmed that the private sector’s contribution would be restricted to the exceptional situation in Greece. They also welcomed the progress made by Ireland and Portugal, which are currently benefi ting from support packages.
Deferred retention and performance bonuses paid in cash are awarded to some staff. These bonuses are subject to presence and performance criteria. In terms of accounting treatment, they are recorded under “Other long-term employee benefi ts“. The estimated expense is based on an actuarial estimate of the probability of these conditions being met. The expense is recognized over the vesting period. The amount recognized in respect of fi scal year 2011 was: Grant date Acquisition dates Expense for 2011 (in millions of euros)
The Social Security Financing Act for 2012 raises the legal retirement age by between 1 and 4 months for benefi ciaries born between 1952 and 1955. In practice, the retirement age of 62 will apply to benefi ciaries born from 1955, instead of 1956 as stipulated in the reform of November 2010.
Experience adjustments regarding plan assets (negative: gain) ( 0.71%) ( 1.27%)
On November 12, 2009, BPCE provided Natixis with a guarantee covering 85% of the nominal value of the debt portfolio carried by GAPC and classifi ed in “Loans and receivables” and “Availablefor -sale fi nancial assets” as at July 1, 2009. Under the guarantee, an indemnity is due in the event of any default (on principal, interest, fees, costs and any other amount due in accordance with the contractual documentation for the asset in question) relating to one of the assets in the guaranteed portfolio. Natixis is covered as from the fi rst euro in default and up to 85% of the default amount. This guarantee is shown on the line “Guarantee commitments received from banks” for 85% of the nominal amount of the assets guaranteed.
The amounts shown represent the total amount of compensation (fi xed, variable, benefi ts in kind, etc.) paid to the members of the Management Board in the 2011 fi nancial year. The 2010 data has been restated so as to be presented on the same basis. Changes were made to the composition of the Management Board between 2010 and 2011 (departure of two members, addition of two members). Pro forma, the 2010 amount should have been €12 million. The overall compensation of the current members of the Management Board decreased by 24.5% between 2010 and 2011.
The table below shows the compensation paid in the fi nancial year. The 2010 data has been restated so as to be presented on the same basis.
Capital gains and losses on disposal of investments (net of reversals,
NATEXIS ABM CORP. Trading in securitized instruments FC 100 100 100 100 United States
AEW CENTRAL EUROPE Asset Management FC 100 60 100 60 Poland
AEW VIF II INVESTORS, INC. Asset Management FC 100 100 100 100 United States
NATIXIS GLOBAL ASSET MANAGEMENT HOLDINGS, LLC Holding FC 100 100 100 100 United States
NATIXIS GLOBAL ASSET MANAGEMENT PARTICIPATIONS 2 Holding FC 100 100 100 100 France
NATIXIS GLOBAL ASSOCIATES, LLC Retail FC 100 100 100 100 United States
VAUGHAN NELSON TRUST COMPANY Asset Management FC 100 100 100 100 United States
NATIXIS PRIVATE EQUITY CASPIAN IA, LP (1) Private Equity FC 94 94 97 97 United States
NATIXIS LEASE MADRID Equipment and real estate leasing FC 100 100 100 100 Spain
AKCO FUND Insurance investment mutual fund FC 100 100 100 100 Germany
COFACE POLAND (formerly ÖKVC POLAND) - SUCC (COFACE AUSTRIA) Insurance FC 100 100 100 100 Poland
NATEXIS PRIVATE EQUITY INTERNATIONAL SINGAPOUR Private Equity holding FC 100 100 100 100 Singapore
Receivables management and data FC 100 100 0 0 United States
(2) Removed from the consolidation scope as holding fell below the materiality threshold. (3) Liquidation.
Natixis’ separate fi nancial statements have been prepared and presented in accordance with the standards laid out by France’s Comité de la réglementation comptable (CRC) and Comité de la réglementation bancaire et fi nancière (CRBF).
– an average credit spread on the market in which the subsidiary is listed,
There was no provision set aside for expenses related to sharebased payment plans at December 31, 2011, as these plans will be settled through the issue of new shares.
Depreciation, amortization and impairment of property, plant and equipment and intangible assets
In our opinion, the fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Company as at 31 December 2011 and of the results of its operations for the year then ended in accordance with French accounting principles.
Natixis revises the valuation of investments in subsidiaries (Notes 1.2, 7 and 33 to the company fi nancial statements). We reviewed the methodology used to perform this work as well as the main assumptions and parameters.
On November 9, 2011, the Board of Directors approved the signing of a preliminary agreement between BPCE and Natixis. This preliminary agreement describes the main terms and conditions and the tentative timetable for the “Coccinelle” project to set up a mechanism protecting Natixis against some of the risks linked to Natixis’ stake in the Banques Populaires and Caisses d’Epargne.
1.2.1 AMENDMENT TO THE INVOICING AGREEMENT BETWEEN NATIXIS AND BPCE PERTAINING TO AFFILIATION OF NATIXIS’ AFFILIATION WITH BPCE
The expense recognized by Natixis in respect of these agreements totaled €4,848,246 for the fi scal year ended December 31, 2010.
2.1.11 NATIXIS’ ROLE AS ARRANGER OF AN ISSUE OF €25,000,000,000 IN GCE COVERED BONDS
To enable Natixis to act as the arranger for the €25 billion issue of GCE Covered Bonds, the Supervisory Board on March 5, 2008, approved the following agreements: the Receivables Pledge Agreement, the Issuer Accounts Pledge Agreement, the Asset Monitor Agreement, and the Master Defi nitions and Constructions Agreement.
A joint stock company (société anonyme) with a Board of Directors with share capital of €4,931,753,420.80
The share capital has been set at €4,931,753,420.80, divided into 3,082,345,888 fully paid-up shares of €1.60 each.
4/18/2011 Notice of the General Shareholders’ Meeting of May 26, 2011 1101378 4/22/2011 Notifi cation to holders of titres participatifs 1101469 4/27/2011 Parent company fi nancial statements at December 31, 2010 1101365 4/27/2011 Consolidated fi nancial statements at December 31, 2010 1101372 5/09/2011
1/07/2011 Resignation of a director JSS100287 3/01/2011 Co-opting of a director JSS102785 5/09/2011
Notice of the General Shareholders’ Meeting of May 8/22/2011 Capital increase PETITES AFFICHES 034000 7.3.6 INVESTORS PRESENTATIONS
Heading Registration document page number 3. Selected fi nancial information 3.1. Selected historical fi nancial information regarding the issuer for each fi scal year 8 to 9 3.2. Selected historical fi nancial information for interim periods n/a 5. Information about the issuer 5.1. History and development of the Company 4 to 7 6. Business overview 6.3. Exceptional events n/a 6.4. Extent to which the issuer is dependent on patents or licenses, industrial, commercial or fi nancial contracts or new manufacturing processes 173 6.5. The basis for any statements made by the issuer regarding its competitive position 10 to 31 7. Organizational structure 7.1. Brief description of the Group 4 to 5; 7 7.2. List of principal subsidiaries 211 to 225; 314 to 333 8. Property, plant and equipment 8.1. Existing or planned material tangible fi xed assets 235 to 237 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fi xed assets 40 to 50; 59 to 61 9. Income and Financial position 9.1.
Comité d’hygiène, de sécurité et des conditions de travail/Health, Safety, and Working Conditions