Special Committees

Composition

As of April 27, 2011, the Finance Committee had seven members: Mr. Ramon de Oliveira (Chairman), Mmes Wendy Cooper, Suet Fern Lee and Dominique Reiniche, and Messrs Jean-Martin Folz, Giuseppe Mussari, Michel Pébereau.

Five of these members were determined by the Board to be independent in accordance with the criteria set forth in the AFEP/MEDEF Code.

Missions and activities

The Finance Committee has the following principal missions:

• To examine and issue an opinion on any plan to sell ownership interests or on as any acquisition or strategic partnership, whatever form they may take, when their value exceeds the authorizations granted to the Chairman & Chief Executive Officer by the Board of Directors;
• To examine and issue an opinion on any plan to set up sureties or grant guarantees, endorsements and warrantees in favor of third parties, when their value exceeds the authorizations granted to the Chairman & Chief Executive Officer by the Board of Directors;
• To examine and issue an opinion any of the following plans:
  -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 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;
• To 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 directions given in the management of the assets of the AXA Group and, more generally, any issue involving the financial management of the AXA Group;
• To review 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; and
• To examine and measure the "risk appetite" as regards financial matters.