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Information notice (related-party agreements)
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Role and powers of the Board of Directors
In addition to the prior authorizations required by applicable legal and regulatory provisions, it should be noted that the rules governing Natixis' Board of Directors and the shareholders' agreement require the prior authorization of the Board of Directors for certain transactions:
- Extension of Natixis' activities to include major business lines not exercised by Natixis;
- Appointment and dismissal of the Chief Executive Officer or, as the case may be, of one or more Deputy Chief Executive Officers;
- Any acquisition of a stake in another company or increases in equity investments, other investments, divestments (or the creation of a joint venture) by Natixis or one of its significant subsidiaries representing more than €100 million;
- Any transfers, mergers or demergers in which Natixis is involved;
The Board of Directors convenes all general shareholders' meetings, sets the agenda and executes decisions.
The Board of Directors prepares the financial statements of Natixis and the annual management report.
Audit Committee: role and rules
The Audit Committee will be chaired by one of the Board of Directors’ independent members.
The duties of Natixis' Audit Committee are as follows:
- it assists the Board of Directors the preparation of Natixis' financial statements and management report;
- it examines the company and consolidated annual and interim financial statements, as well aNatixis' draft budgets at least one week before they are presented to the Board of Directors, as well as company financial documents handed out on approval of the financial statements;
- it gives an opinion on the report submitted to it each year concerning business relationships between Natixis or one of its subsidiaries and all or some of the entities making up Groupe BPCE.
The Audit Committee meets at least once a quarter.
Minutes of the Audit Committee meetings are distributed to the committee members and to the company's directors.
Risk Committee: role and rules
The Risk Committee will be chaired by one of the Board of Directors’ independent members.
The duties of Natixis' Risk Committee are as follows:
- it gives an opinion on the choice or renewal of Natixis' statutory auditors and examines the scope of their work, the results of their investigations and their recommendations, as well as any actions taken on the basis of these recommendations;
- it gives an opinion on the procedures implemented by Natixis to ensure compliance with regulations, as well as the monitoring and control of risks; to this effect, it receives reports from the risk committees of the company and its main subsidiaries, as well as reporting on risks, notably operational, market or counterparty risks, carried out under the diligence of the company's Chief Executive Officer;
- it gives an opinion on the appointment and dismissal of the head of Internal Audit;
- it monitors the implementation of actions based on the conclusions of assignments by the Internal Audit department and France's Prudential Control Authority; for this purpose, it may receive reports from the Internal Audit department and the Prudential Control Authority concerning Natixis and its subsidiaries;
- it looks at Natixis' annual internal auditing schedule, including audits at subsidiaries, which should be presented to the Committee at least one week before approval.
The Risk Committee meets at least once a quarter.
Minutes of the Risk Committee meetings are distributed to the committee members and to the company's directors.
Appointment Committee: role and rules
The Appointement Committee shall be chaired by one of the Board of Directors’ independent members.
The Appointement Committee prepares the Board of Directors' decisions on the following subjects:
- The Appointement Committee gives an opinion and, at the request of the Board of Directors, makes proposals and recommendations to the Board of Directors on the appointment of the Chief Executive Officer or, when required, the Deputy Chief Executive Officer(s);
- The company's Chief Executive Officer provides the Appointement Committee with any documents that may help it to carry out its duties and provide additional information. At the request of the Board of Directors, the Committee may also appoint external experts to carry out studies or analysis of compensation paid to executive directors of comparable companies in the banking sector.
Compensation Committee: role and rules
The Compensation Committee shall be chaired by one of the Board of Directors’ independent members.
The Compensation Committee is responsible for making proposals to the Board of Directors concerning:
- the level and terms of compensation paid to the Chairman of the Board of Directors, including fringe benefits, pensions and personal risk insurance, as well as subscription options and stock options;
- the level and terms of compensation paid to the Chief Executive Officer, and when required, to the Deputy Chief Executive Officer(s), including fringe benefits, pensions and personal risk insurance, as well as subscription options and stock options;
- rules for the allocation of directors' fees to the Directors and the total amount submitted to the decision of Natixis' general shareholders' meeting;
- the annual compensation policy review of market professionals to check based on the Senior Management report that it complies with the provisions of chapter VI, title VI, regulation 97-02 and is consistent with the provisions of the Financial Stability Board and professional standards it adheres to. When required, it refers to internal control services or independent experts.
It examines and gives an opinion on insurance taken out by Natixis in relation to executive's responsibilities.