Special Committees

Composition

As of April 27, 2011, the Compensation and Human Resources Committee had five members: Mr. Norbert Dentressangle (Chairman), Mrs. Isabelle Kocher, and Messrs. Jean-Martin Folz, Anthony Hamilton and François Martineau.

All members of the Compensation and Human Resources were determined to be independent by the Board in accordance with the criteria set forth in the AFEP/MEDEF Code.

Missions and activities

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

• To issue proposals to the Board of Directors for the fixing of:
  -the compensation of the Chairman & Chief Executive Officer and 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 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;
• To formulate an opinion 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;
• To issue proposals on the appointments of the members of the Executive Management;
• To examine in more depth certain Group human resources issues (Group training and development policy, international mobility...).