Members of the Board of Directors

Role and powers

The Board of Directors determines the strategic orientations of the Company's activities and ensures their implementation. It exercises the following powers in particular:

  • chooses between the two forms of Executive Management (separation or combination of the roles of Chairman and Chief Executive Officer);
  • appoints, dismisses and determines the compensation of the Chief Executive Officer as well as the Deputy Chief Executive Officers, as the case may be;
  • appoints the Vice-Chairman - Senior Independent Director. According to AXA's Bylaws, this appointment is mandatory when the positions of Chairman of the Board of Directors and Chief Executive Officer are combined;
  • reviews and sets (arrête) the Company's half-year and annual financial results;
  • approves the report of the Company's Chairman on the composition of the Board including gender balance, the conditions of preparation and organization of the Board of Directors' work as well as the internal control and risk management procedures set up by the Company;
  • fulfils all the obligations entrusted to it under the Solvency II regulations;
  • convenes Shareholders' Meetings;
  • grants stock options and/or performance shares to Group employees and eligible corporate officers within the framework of the authorizations approved by the Extraordinary Shareholders' Meeting;
  • authorizes regulated agreements (conventions réglementées).

The Board of Directors is also required to approve certain types of material transactions including sales or acquisitions over Euros 500 million; significant financing operations or other types of transactions that are not within the Company's announced strategy.

Composition

On December 14, 2016, the Board of Directors was comprised of sixteen members: seven women and nine men. Seven directors were citizens of countries other than France.

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 December 14, 2016, twelve of the sixteen Board members were independent after assessing the criteria of the Afep-Medef Code: Mmes Irene Dorner, Angelien Kemna, Isabelle Kocher, Suet Fern Lee, Deanna Oppenheimer and Dominique Reiniche, Messrs. Jean-Pierre Clamadieu, Jean-Martin Folz, André François-Poncet, Paul Hermelin, Stefan Lippe and Ramon de Oliveira. The proportion of independent directors within the Board of Directors was 75% on December 14, 2016.

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.

The Senior Independent Director

The Company's Bylaws and the Board of Directors' Rules of Procedure provide for the mandatory appointment of a Vice-Chairman acting as Senior Independent Director in the event that the positions of Chairman and Chief Executive Officer are held by a single individual. This Senior Independent Director shall have the following responsibilities and prerogatives:

  • the Senior Independent Director is consulted by the Chairman on the agenda of every meeting of the Board of Directors as well as on the planning of Board meetings;
  • the Senior Independent Director convenes the members of the Board, at least once a year, without the presence of the Chairman and the Executive Management (Chief Executive Officer and Deputy Chief Executive Officers). These meetings are inter alia an opportunity to assess the performance of the Chairman, to review his/her compensation and prepare his/her succession plan. The Senior Independent Director chairs the discussions during these meetings;
  • the Senior Independent Director may request the Chairman to convene the Board on a specific agenda. The Chairman is bound to comply with the requests submitted to him;
  • the Senior Independent Director serves, if need be, as spokesperson for the independent directors towards the Chairman of the Board of Directors;
  • the Senior Independent Director informs the Chairman and the Board of Directors on potential conflicts of interest that he/she has identified;
  • the Senior Independent Director is automatically associated with the Compensation & Governance Committee’s work, including where he/she may not be a member of that Committee. As part of this position, he/she plays an active role in the recruitment of the Board and the Committees members, in the annual self-assessment of the Board as well as in works of the Committee on corporate governance matters relating to the operation and organization of the Board (frequency and planning of Board meetings, quality of information provided to the Board by the Executive Management prior to Board and Committees’ meetings, appropriateness of Board meetings agendas etc.) or to the communication with shareholders on corporate governance matters.
  • the Senior Independent Director shall be invited by the Chairman to report on his/her actions to the Shareholders’ Meetings.

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).

Operating procedures

The guidelines governing the operation, organization and compensation of the Board of Directors and its Committees are set forth in the Board's Rules of Procedure. The Rules of Procedure detail, in particular, the powers, missions and obligations of the Board of Directors 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 the 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 Rules of Procedure 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.

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.
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Contacts

Employee Shareholder Representative