Board of Directors
The Board of Directors determines the strategic orientations of the Company and ensures their implementation, including regarding the environmental, social and governance matters.
The Board of Directors is collectively responsible for determining the strategic orientations of the Company, ensuring their implementation in accordance with its corporate purpose and taking into consideration the social and environmental challenges of its activity, and establishing the internal framework for oversight of Executive Management, subject to relevant laws and regulations and the Bylaws of the Company. In addition, the Board inter alia:
The Board of Directors also reserves the right to approve certain material transactions as set out in its Terms of Reference, including disposals or acquisitions (over €500 million), significant financing operations and any material transactions outside the strategy announced by the Company.
On April 27, 2023, the Board of Directors was comprised of sixteen members: nine women and seven men. Eight nationalities are represented on the Board.
In accordance with French law, one member of the Board of Directors is the employee shareholders' representative who is appointed by Shareholders every four years from a list of candidates selected by the Group's employee Shareholders, following an internal selection process. In addition, two directors representing the employees sit on the Board of Directors.
The Board of Directors does not have any non-voting members (censor).
The Board of Directors assessed the independence of each of its members on the basis of the recommendations contained in the Afep-Medef Code: on April 27, 2023, ten of the sixteen Board members were independent after assessing the criteria of the Afep-Medef Code: Mmes Clotilde Delbos, Rachel Duan, Isabel Hudson, Angelien Kemna, Rachel Picard and Marie-France Tschudin and Messrs. Guillaume Faury, Ramon Fernandez, André François-Poncet and Antoine Gosset-Grainville.
In accordance with French law, the Chairman’s role is to organize and oversee the work of the Board of Directors. In this context, he sets the agenda of the Board meetings, holds regular discussions with the Chief Executive Officer and the directors, requests any document or information necessary to help the Board of Directors for the preparation of its meetings, verifies the quality of the information provided and more generally, ensures that Board members are in a position to fulfill their role. Prior to each meeting, Board members receive documentation concerning matters to be reviewed, generally eight days in advance of Board meetings.
The Chairman convenes the members of the Board without directors who are members of the Executive Management being present, in particular to allow debates on the performance and compensation of Executive Management and succession planning.
Mr. Denis Duverne’s mandate as Chairman of the Board of Directors having ended at the end of the April 28, 2022 Shareholders’ Meeting, the Board of Directors, upon recommendation from its Compensation, Governance & Sustainability Committee, unanimously decided to appoint Mr. Antoine Gosset-Grainville as Chairman of the Board of Directors to replace him.
Before taking on his new role, Mr. Antoine Gosset-Grainville worked closely with Mr. Denis Duverne for over a year. In this context, the Board of Directors decided to align Mr. Antoine Gosset-Grainville's mission with that of Mr. Denis Duverne as follows:
While the Chairman of the Board of Directors acts in close collaboration with the Chief Executive Officer, his role is contributory in nature and does not confer any executive power. Under French law, the Chief Executive Officer is solely responsible for the Company’s operational leadership and management.
The Board has adopted internal terms of reference (the "Board’s Terms of Reference") which notably detail the role and responsibilities of the Board and its Committees, as well as matters reserved for Board decisions. The Board’s Terms of Reference include corporate governance requirements which, in certain instances, go beyond French regulatory requirements notably in relation to the role of the independent directors on the Board Committees.
The Board of Directors meets as often as it deems necessary. Board members may also meet among themselves without the presence of the Chairman and Executive Management and these meetings are scheduled at least once a year.
To ensure that the personal interests of the members of the Board of Directors and those of the Company are appropriately aligned, the Board's Terms of Reference provide that each member of the Board of Directors (with the exception of the directors representing the employees) must hold a number of AXA shares with a value at least equal to the gross annual amount of his/her compensation (directors’ fees) earned in respect of the previous fiscal year.
In accordance with French law and the Company's Bylaws, a member of the Board of Directors is appointed by shareholders every four years from a list of candidates selected by the Group's employee shareholders, following an internal selection process.Read more