Special Committees

Composition

As at April 29, 2010, the Compensation & Human Resources Committee comprises five members: Norbert Dentressangle (Chairman), Jean-Martin Folz, Anthony Hamilton, Isabelle Kocher and François Martineau. All members were deemed independent in accordance with the criteria set forth in the AFEP/MEDEF Code as assessed by the Supervisory Board on February 17, 2010.

Missions and activities

The Compensation & Human Resources Committee has the following principal missions:

• Issue proposals to the Board of Directors for the fixing of:
  -the compensation of the Chairman & Chief Executive Officer, the Deputy Chief Executive Officer and the preparation of their annual assessment,
  -the amount of the directors' fees for members of the Board of Directors to be submitted to the General Shareholders' Meeting,
  -the number of Company's stock options or performance shares to be granted to the Chairman & Chief Executive Officer, Deputy Chief Executive Officer and the other members of the Executive Committee;
• Formulate opinions on the proposals of the Chairman & Chief Executive Officer concerning:
  -the principles and conditions for the determination of the compensation of the executives of the AXA Group,
  -overall annual allocation of Company's stock options or performance shares to employees of the AXA Group;
• Issue proposals on the appointments of the members of the Executive Management;
• Examine in more depth certain Group human resources issues (Group training and development policy, international mobility...).