Board of Directors

Role and Powers

The Board of Directors determines the strategic orientations of the Company's activities and ensures their implementation. It exercises notably the following powers:

• Choice between the two forms of Executive Management (separating or combinating the roles of Chairman & Chief Executive Officer) upon appointment or reappointment of the Chairman of the Board of Directors or the Chief Executive Officer;
• Appointment and determination of the compensation of the Chief Executive Officer as well as the Deputy Chief Executive Officer;
• Review and setting of the Company's half-year and annual results;
• Approval of the Chairman's report on the composition of the Board including gender balance, the conditions of preparation and organization of the Board of Directors' works and the internal control and risks management procedures set up by the Company;
• Convening Shareholders' Meetings;
• Decision to grant stock options and/or performance shares to Group employees and corporate officers within the framework of the authorizations it receives from the Extraordinary Shareholders' Meeting;
• Authorization of regulated agreements (conventions réglementées).

The Board of Directors is also required to approve certain significant transactions (sales or acquisitions over €500 million; significant financing operations or other types of transactions that are not within the Company's announced strategy...).

Composition

On April 30, 2013, the Board of Directors was comprised of 15 members among which five are nationals of countries other than France. Five women seat on the Board.

The Board of Directors assessed the independence of these members in accordance with the criteria set forth in the AFEP/MEDEF Code as appreciated by the Board: twelve members were qualified as independent: Mmes. Isabelle Kocher, Suet Fern Lee, Deanna Oppenheimer and Dominique Reiniche, Messrs. Jean-Pierre Clamadieu, Norbert Dentressangle, Jean-Martin Folz, Paul Hermelin, Stefan Lippe, François Martineau, Ramon de Oliveira and Marcus Schenck.

The Board of Directors appointed Mr. Norbert Dentressangle as Vice-Chairman to act as a Lead Independent Director. He supervises the contribution of the independent directors to the Board's work and serves, as necessary or appropriate, as their spokesperson with Executive Management.

In accordance with French law, one member of the Board of Directors is the employee shareholders' representative who is appointed by shareholders every four years from a list of candidates selected by the Group's employee shareholders pursuant to an internal selection process.

The Board of Directors does not have any non-voting members (censor).

Operating procedures

The guidelines governing the operation, organization and compensation of the Board of Directors and its Committees are set forth in the Board's Rules of Procedure.

The Board of Directors meets as often as it deems necessary. Periodically, Board members may meet among themselves without the attendance of the Executive Management.

To ensure that the directors' interests and those of the Company are appropriately aligned, the Rules of Procedure of the Board of Directors provide that each member of the Board of Directors must hold AXA shares with a value equal to the gross director's fees earned in respect of the previous fiscal year.