The Board of Directors is collectively responsible for determining the strategic orientations of the Company, ensuring its implementation 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 is also required to approve certain types of material transactions including sales or acquisitions over €500 million; significant financing operations or other material transactions.
On April 26, 2017, the Board of Directors was comprised of fourteen members: six women and eight men. Seven directors were citizens of countries other than France.
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.
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 26, 2017, ten of the fourteen Board members were independent after assessing the criteria of the Afep-Medef Code: Mmes Irene Dorner, Angelien Kemna, Isabelle Kocher, Suet Fern Lee and Deanna Oppenheimer, Messrs. Jean-Pierre Clamadieu, Jean-Martin Folz, André François-Poncet, Stefan Lippe and Ramon de Oliveira. The proportion of independent directors within the Board of Directors was 71% on April 26, 2017.
The Board of Directors appointed on December 14, 2016, Mr. Jean-Martin Folz as Senior Independent Director. He serves, if need be, as spokesperson for the independent directors towards the Chairman of the Board of Directors.
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 permit debate on the performance and compensation of Executive Management and succession planning.
Following its decision to separate the positions of Chairman and Chief Executive Officer and to appoint Mr. Denis Duverne as Chairman, the Board decided, in light of his experience and knowledge of the AXA Group, to extend the role of the Chairman as follows:
While the Chairman 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, it is the Chief Executive Officer who is solely responsible for the Company’s operational leadership and management.
Following the decision to separate the positions of Chairman and Chief Executive Officer, the Board of Directors decided to maintain the position of Senior Independent Director which was established in 2010 when the Board decided to combine the roles of Chairman and Chief Executive Officer.
This Senior Independent Director shall have the following responsibilities and prerogatives:
The guidelines governing the operation, organization and compensation of the Board of Directors and its Committees are set forth in the Board's Terms of Reference which detail in particular the role and responsibilities of the Board and its 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.
In order 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 must hold a number of AXA shares with a value equal to director's gross fees earned in respect of the previous fiscal year.