INTERVIEW | 2 |
PROFILE | 4 |
NATIXIS’ BUSINESS MODEL | 8 |
STRATEGY | 10 |
GOVERNANCE | 14 |
RISK MANAGEMENT | 16 |
ESR COMMITMENTS | 18 |
1. PRESENTATION OF NATIXIS | 21 |
1.1 History and linkswith BPCE | 22 |
1.1.1 History | 22 |
1.1.2 Financial solidarity mechanism with BPCE | 23 |
1.2 Natixis’ businesses | 24 |
1.2.1 Asset & Wealth Management | 24 |
1.2.2 Cooperate and investment banking | 27 |
1.2.3 Insurance | 32 |
1.2.4 Payments | 34 |
1.2.5 Financial investments | 35 |
1.3 2021 investor relations calendar | 36 |
1.4 Contacts | 36 |
2. CORPORATE GOVERNANCE | 37 |
2.1 Governance of Natixis at December 31, 2020 | 38 |
2.1.1 Specific governance | 38 |
2.1.2 Summary table of the Board of Directors at December 31, 2020 | 39 |
2.1.3 Monitoring table of compliance with the recommendations of the Afep-Medef Code | 40 |
2.1.4 Positions and functions held by the corporate officers during the fiscal year | 41 |
2.2 Management and oversight of corporate governance | 65 |
2.2.1 Board of Directors | 65 |
2.2.2 Special Committees: offshoots of the Board of Directors | 79 |
2.2.3 Senior Management | 87 |
2.3 Policies and rules established for determining compensation and benefits of any kind for corporate officers | 90 |
2.3.1 Compensation policy for corporate officers | 90 |
2.3.2 Compensation and benefits of any kind for the Chairman of the Board of Directors and the Chief Executive Officer for 2020 | 94 |
3. RISK FACTORS, RISK MANAGEMENT AND PILLAR III | 109 |
3.1 Risk factors | 111 |
Credit and Counterparty Risks | 111 |
Financial risks | 113 |
Non-financial risks | 114 |
Strategic and business risks | 115 |
Risks related to Insurance activities | 119 |
Risk related to holding Natixis securities | 120 |
3.2 Risk management | 121 |
3.2.1 Organization of Natixis’ internal control system | 121 |
3.2.2 Risk governance and management system | 124 |
3.2.3 Credit and counterparty risks | 129 |
3.2.4 Securitization transactions | 140 |
3.2.5 Market risk | 140 |
3.2.6 Operational risk | 148 |
3.2.7 Balance sheet management | 153 |
3.2.8 Non-compliance risk | 160 |
3.2.9 Legal risk | 165 |
3.2.10 Other risks | 168 |
3.3 Basel 3 Pillar III disclosures | 171 |
3.3.1 Capitalmanagement and capital adequacy | 171 |
3.3.2 Other regulatory ratios | 182 |
3.3.3 Breakdown and changes in risk-weighted assets | 185 |
3.3.4 Encumbered and unencumbered assets | 218 |
3.3.5 Liquidity coverage ratio | 219 |
3.3.7 Cross-reference table | 222 |
3.3.8 Table index | 223 |
4. OVERVIEW OF THE FISCAL YEAR | 225 |
4.1 Significant events for 2020 | 226 |
4.1.1 Macro-economic context | 226 |
4.1.2 Key events for Natixis’ business lines | 228 |
4.2 Management report at December 31, 2020 | 232 |
4.2.1 Consolidated results | 232 |
4.2.2 Analysis by Natixismain business line | 233 |
4.3 Main investments and divestments performed over the period | 242 |
4.4 Subsequent events | 243 |
4.5 Information about Natixis S.A. | 243 |
4.5.1 Natixis S.A.’s parent company income statement | 243 |
4.5.2. Proposed allocation of earnings | 244 |
4.5.3. Sumptuary and non-deductible expenses | 244 |
4.5.4. Payment terms | 244 |
4.6 Outlook for Natixis | 244 |
4.7 Definitions and alternative performance indicators | 246 |
5. FINANCIAL DATA | 247 |
5.1 Consolidated financial statements and notes | 249 |
5.2 Statutory Auditors’ report on the consolidated financial statements | 404 |
5.3 Parent company financial statements and notes | 413 |
5.4 Statutory Auditors’ report on the parent company financial statements | 450 |
5.5 Internal control procedures relating to accounting and financial information | 455 |
5.5.1 Preparation and processing of accounting and financial information | 455 |
5.5.2 Permanent control systemrelating to accounting and financial information | 456 |
5.5.3 External controls | 458 |
6. 2020 NON-FINANCIAL PERFORMANCE REPORT | 459 |
6.1 Strategic outlines and organization of the ESR policy | 460 |
6.1.1 Strategic pillars of ESR | 460 |
6.1.2 ESR governance | 462 |
6.1.3 ESR commitments | 462 |
6.1.4 Contribution to the sustainable development Goals (SDGs) | 462 |
6.1.5 Dialogwith stakeholders | 465 |
6.1.6 Recognized ESR performance | 466 |
6.1.7 Reviewof themain ESR risks | 466 |
6.2 Conduct | 469 |
The Natixis Code of Conduct | 469 |
6.3 Business ethics and safety | 471 |
Protection of customers and investors | 471 |
Fight against money laundering, terrorist financing and corruption | 471 |
Cyber risks | 471 |
Representation of interests | 471 |
Combating tax avoidance | 471 |
6.4 Business line contributions to green and sustainable growth | 473 |
6.4.1 Sustainable growth: financing the transformation in society | 474 |
6.4.2 Green growth: financing the energy transition and combating climate change | 488 |
6.4.3 Green growth: protecting and developing natural capital | 497 |
6.5 Managing environmental, social and governance risks | 503 |
6.5.1 Incorporating ESG criteria in financing operations and investments | 503 |
6.5.2 Duty of vigilance | 506 |
6.5.3 Climate risks | 508 |
6.6 Managing our direct environmental impact | 511 |
6.6.1 Sustainable Real Estate | 511 |
6.6.2 Digital sustainability | 512 |
6.6.3 Promoting sustainable mobility | 513 |
6.6.4 Management of resources | 515 |
6.6.5 Developing green spaces | 517 |
6.6.6 Waste reduction and sorting | 518 |
6.6.7 Carbon footprint management | 519 |
6.7 Employee engagement | 521 |
6.7.1 Human Resources policy and diversity management | 521 |
6.7.2 Commitments to solidarity-related projects | 531 |
6.8 Table of reporting on Natixis’ main commitments | 534 |
6.9 Reporting frameworks and methodology | 535 |
Specific methodological information on audited data | 535 |
Exclusions | 535 |
List of subsidiaries included in the ESR reporting framework | 536 |
6.10 Report by one of the Statutory Auditors, appointed independent third party, on the consolidated non-financial performance report | 538 |
7. CAPITAL AND SHARE OWNERSHIP | 541 |
7.1 Distribution of share capital and voting rights | 542 |
7.1.1 Distribution of share capital at December 31, 2020 | 542 |
7.1.2 Distribution of share capital at February 26, 2021 | 543 |
7.2 Changes in share capital and voting rights | 544 |
7.2.1 Share capital at March 1, 2021 | 544 |
7.2.2 Changes in the shareholder base over the past three years | 544 |
7.2.3 Changes in Natixis’ share capital over the last five fiscal years | 544 |
7.3 Other information concerning Natixis share capital and securities | 546 |
7.3.1 Formand transfer of shares (Chapter II, Article 4 of the bylaws) | 546 |
7.3.2 Securities not conferring rights to the share capital | 546 |
7.3.3 Stock subscription option | 546 |
7.3.4 Natural or legal persons exercising or potentially exercising control over Natixis | 546 |
7.3.5 Other information on the capital | 546 |
7.4 Authorized potential capital | 547 |
7.4.1 Current delegations and financial authorizations and use by the Board of Directors | 547 |
7.4.2 Special report on transactions carried out in under the provisions of Articles L.225-197-1 to L.225-197-3 of the French Commercial Code during the year 2020 | 548 |
7.5 Issues potentially relevant to any public offering | 549 |
7.6 Shareholder voting rights | 550 |
7.7 Share buyback program | 550 |
7.8 Dividend distribution policy | 551 |
7.9 Natixis shares and shareholders | 552 |
7.9.1 Stock market profile at December 31, 2020 | 552 |
7.9.2 Share price information | 552 |
7.9.3 Shareholder scorecard | 553 |
7.9.4 Natixis and its individual shareholders | 553 |
7.9.5 Investor Relations | 554 |
8. GENERAL SHAREHOLDERS’ MEETINGS | 555 |
8.1 Terms and conditions of attendance by shareholders at General Shareholders’ Meetings | 556 |
8.1.1 Notice of General Shareholders’ Meetings | 556 |
8.1.2 Access to meetings | 556 |
8.1.3 Shareholders’ rights | 556 |
8.1.4 Conditions for exercising voting rights | 556 |
8.1.5 Identification of shareholders | 557 |
8.2 Combined General Shareholders’ Meeting of May 28, 2021 | 558 |
8.2.1 Agenda | 558 |
8.2.2 Report of the Board of Directors on the resolutions submitted to the Combined General Shareholders’ Meeting of May 28, 2021 | 559 |
8.2.3 Draft resolutions to the Combined General Shareholders’ Meeting of May 28, 2021 | 571 |
8.2.4 Statutory Auditors’ special report on related-party agreements | 584 |
Agreements submitted for the approval of the General Shareholders’ Meeting | 584 |
Agreements already approved by the General Shareholders’ Meeting | 585 |
9. LEGAL AND GENERAL INFORMATION | 591 |
9.1 Legal notices and practical information relating to Natixis | 592 |
9.2 Natixis Bylaws | 593 |
9.3 Statement of responsibility for the universal registration document | 598 |
9.4 Documents available to the public | 599 |
9.5 Cross-reference table of the universal registration document | 600 |
9.6 Cross reference table for the annual financial report and the management report | 605 |
9.7 Cross-reference table for the registry office | 606 |
9.8 Glossary | 607 |