The employee shareholder representative
How is the employee shareholder representative on AXA's Supervisory Board elected?
In accordance with French law and the Company's bylaws, one member of the Supervisory Board is elected by AXA's shareholders every four years from among a list of candidates selected by the employee shareholders of the Group pursuant to an internal selection process.
There are two ways in which a candidate can be nominated for election as the employee shareholder representative:
- Direct nomination process: Any employee shareholder who directly holds AXA shares through a Group employee savings plan (plan d'épargne d'entreprise), or holds "Shareplan" FCPE fund units with direct voting rights can become a candidate through the direct nomination process.
Employee shareholders who directly hold AXA shares through a Group employee savings plan (plan d'épargne d'entreprise), or who hold "Shareplan" FCPE fund units with direct voting rights, are invited to designate, by a vote, candidates for election as the employee shareholder representative.
- Indirect nomination process: Any member of the supervisory board of a "Shareplan" FCPE fund with indirect voting rights can become a candidate through the indirect nomination process.
Candidates to the position of employee shareholder representative are nominated by the supervisory boards of the "Shareplan" FCPE funds with indirect voting rights.
The list of candidates that emerges from the appointment processes described above shall be voted on by the shareholders' meeting called to appoint the member of the Supervisory Board representing AXA's employee shareholders. In connection with the last election of the employee shareholder representative in 2008, nine candidates were proposed to the vote of the shareholders.
At the end of the voting process, only one candidate shall emerge to hold the office of Employee Shareholder Representative. At the shareholders' meeting of April 22, 2008, the AXA shareholders decided to designate Ms. Wendy Cooper, Senior Vice President and Associate General Counsel of AXA Equitable, as employee shareholder representative on the Company's Supervisory Board.
What is the role of the employee shareholder representative on AXA's Supervisory Board?
The employee shareholder representative is a member of the Supervisory Board, a collegial corporate body with supervisory powers over the Company's management. The employee shareholder representative has the same rights and duties as the other Supervisory Board members. He/she shall in particular respect a duty of diligence and has also to preserve the confidentiality of the information concerning the Group which is communicated to him/her in connection with his/her position on the Board. As every member of the Supervisory Board, the employee shareholder representative is required to represent and consider the interests of all the Company's shareholders and to act accordingly in the performance of his or her duties.
In particular, the Supervisory Board oversees the efficient operation of the Company and reports to shareholders. It appoints the Chairman and members of the Management Board and decides on their compensation.
Powers of the Supervisory Board are clearly defined and limited under applicable laws: it shall not, by any means, be involved in the management of the Company or its subsidiaries. Only the Management Board is responsible for Company's management.