Special Committees

Composition

As at April 29, 2010, the Finance Committee comprises seven members: Ramon de Oliveira (Chairman), Wendy Cooper, Jean-Martin Folz, Suet-Fern Lee, Giuseppe Mussari, Michel Pébereau and Dominique Reiniche. Five 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 Finance Committee has the following principal missions:

• Examine any plan to sell ownership interests as well as any acquisition or any strategic partnership, whatever form they may take, when their value exceeds the delegation of power granted to the Chairman & Chief Executive Officer by the Board of Directors;
• Examine all projects that intend to set up sureties, grant guarantees, endorsements and warrantees in favor of third parties, when their value exceeds the delegations of power granted to the Chairman & Chief Executive Officer by the Board of Directors;
• Examine any of the following plans submitted by the Chairman & Chief Executive Officer :
  -to issue securities giving a claim, whether directly or indirectly, to the Company's share capital,
  -to propose share repurchase programs to the Ordinary Shareholders' Meeting,
  -financing operations that might substantially change the Company's financial structure,
  -to propose distribution of the annual profit and the payment of the dividend for the year ended to the Ordinary Shareholders' Meeting,
  -to set the dates of payment of the dividend and, if any, of the interim dividend;
• Examine any plan to perform a financial operation of significant size for the AXA Group presented by the Chairman & Chief Executive Officer, originating with a company that is directly or indirectly controlled by the Company, as well as the directs given in the management of the assets of the AXA Group and, more generally, any issue involving the financial management of the AXA Group;
• Review of the impact on capital and solvency at Group level of the main orientations and limits of the Asset-Liability Management policy which are submitted to the Committee as well as any significant implications these orientations and limits may have on AXA's principal subsidiaries;
• Assessing of the "risk appetite" as regards financial matter.