Special Committees

Composition

As of April 30, 2009, the Selection, Ethics, Governance and Human Resources Committee had five members, three of whom were determined by the Supervisory Board to be independent in accordance with the criteria set forth in the AFEP / MEDEF Code. At April 30, 2009 the Committee members were: Messrs. Jean-René Fourtou (Chairman), François Martineau, Gérard Mestrallet, Michel Pébereau and Ezra Suleiman. The Chairman of the Supervisory Board also takes part in the Committee's works and attends its meetings on a regular basis.

Missions and activities

The Selection, Ethics, Governance and Human Resources Committee has the following principal missions:

• to issue proposals to the Supervisory Board, for the appointment of:
  - members of the Supervisory Board including its Chairman and its Vice-Chairman,
  - members of the Management Board including its Chairman, and the Vice-Presidents,
  -non-voting members,
  - members of the Supervisory Board Committees and their Chairmen,
• to examine appointment and succession of key Group management personnel including Management Board members and key management personnel at Group subsidiaries including members of the Executive Committee;
• to examine in detail certain Group human resources issues (Group training and development policy, international mobility...) as well as governance matters (Supervisory Board assessment...).

The Selection, Ethics, Governance and Human Resources Committee met four times in 2008. The average attendance rate was 88.89% and the Committee focused, in particular, on the following matters:

• replacement of the Chairman and Vice-Chairman of the Supervisory Board;
• composition of the Supervisory Board and its Committees;
• independence of the members of the Supervisory Board;
• review of the candidates to be the employee-representative on the Supervisory Board;
• composition of the Executive Committee and appointment, evolution, perspectives and succession of key Group management personnel;
• adoption of the AFEP / MEDEF recommendations as corporate governance code of reference;
• AXA University: culture development.

Early in 2008, the Committee reviewed the qualifications of the Supervisory Board candidates who were proposed to and approved by AXA's shareholders at their meeting on April 22, 2008.

The Committee also examined the impact of the changes in the Supervisory Board members on the composition of its four special-purpose Committees.