The Supervisory Board
The Supervisory Board supervises the Company's activities and reports to shareholders. The Supervisory Board appoints the Chairman and members of the Management Board and supervises executive management.
Role and Powers
The Supervisory Board supervises the Company's activities and reports to the shareholders. It is responsible for appointing and dismissing members of the Company's Management Board and supervises the executive management of AXA. Members of the Management Board may also be dismissed directly by AXA's shareholders pursuant to a resolution duly adopted at a shareholders' meeting.
Article 12 of the Company's Bylaws specifies that the following types of transactions or issues require the prior approval of the Supervisory Board:
- issuance of securities that give a direct or indirect access to the Company's registered share capital;
- proposals for share repurchase programs to be submitted to shareholders at their ordinary General Meetings;
- financial operations that may lead to a substantial change in the financial structure of the Company;
- mergers and acquisitions, whatever their form;
- strategic partnership agreements;
- establishing stock option plans and/or granting performance shares to employees of the Company and its affiliates including to Members of the Management Board;
- proposals for changing the Bylaws to be submitted to an Extraordinary Meeting of shareholders;
- proposals for payment of dividends and allocation of the Company's results to be submitted to shareholders at their Annual General Meeting;
- the dividend payment date and any interim dividends.
Operating Procedures
The guidelines governing the operation, organization and compensation of the Supervisory Board and its Committees are set forth in the Board's Rules of Procedure.
The Supervisory Board meets as often as it deems necessary but not less frequently than once each quarter. Periodically Supervisory Board members meet among themselves without the attendance of Management Board members.
Prior to each meeting, Supervisory Board members receive documentation concerning matters to be reviewed, generally eight days in advance. In accordance with the Supervisory Board's Rules of Procedure, they are also informed by the Management Board on a regular basis about the Company's financial condition and results of operations as well as any significant events or transactions involving the Company or the Group.
The Company's Bylaws require each member of the Supervisory Board to own at least 100 AXA ordinary shares. In addition, to ensure that their interests and those of the Company are appropriately aligned, the Board's Rules of Procedure provide that Supervisory Board members must own AXA shares with a value at least equal to the gross director's fees earned in respect of the previous fiscal year.
Composition
On April 30, 2009, the Supervisory Board was comprised of 14 members elected by the shareholders. Currently, 5 members of the Supervisory Board are nationals of countries other than France. In accordance with French law, one member of the Supervisory Board is elected by the Company's shareholders every four years from among a list of candidates selected by the employee shareholders of the AXA Group pursuant to an internal selection process. The Supervisory Board does not have any non voting members (censor).
The Supervisory Board has assessed the independence of all of its members on the basis of the recommendations contained in the AFEP / MEDEF Code and, for the members of the Audit Committee, on the basis of the criteria set forth in the Sarbanes-Oxley Act. Eleven of the fourteen Supervisory Board members are independent members in accordance with the criteria established in the AFEP / MEDEF Code, as appreciated by the Supervisory Board or the American Sarbanes-Oxley Act: Mrs. Dominique Reiniche and Messrs. Jacques de Chateauvieux, Léo Apotheker, Norbert Dentressangle, Jean-Martin Folz, Anthony Hamilton, François Martineau, Gérard Mestrallet, Giuseppe Mussari, Ramon de Oliveira and Ezra Suleiman. In addition, the Supervisory Board has determined that all the members of the Audit Committee meet the independence criteria set forth in the Sarbanes-Oxley Act.
Activities in 2008
In 2008, the Supervisory Board met 8 times and the average attendance rate was 85.71%. Within the framework of its principal missions such as described above the Supervisory Board focused, in particular, on the following matters:
- review of the Group strategy;
- examination of the 2007 financial statements and the 2008 half year financial statements;
- review of the reports of the Supervisory Board Committees;
- authorization of the main projects with respect to acquisitions and disposals;
- review of the AFEP / MEDEF recommendations and adoption of those recommendations as AXA's corporate governance code of reference;
- Board's self-assessment;
- review of the decisions in reaction to the financial crisis.