Board of Directors

Role and responsibilities

The Board of Directors is collectively responsible for determining the strategic orientations of the Company, ensuring their 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:

• chooses the appropriate governance framework;
• appoints and dismisses the Chairman, any Vice-Chairman/Senior Independent Director, the Chief Executive Officer, any Deputy Chief Executive Officer, any dirigeants effectifs (executive who effectively runs the Company as required by Solvency II), and determines their respective compensation;
• convenes Shareholders’ Meetings;
• proposes directors for appointment to the Shareholders’ Meeting and/or coopts directors to the Board;
• reviews and endorses (arrête) the Company’s and the Group’s half-year and annual financial statements;
• presents a report on corporate governance to the Shareholders' Meeting ;
• fulfills all the Board obligations set out in the Solvency II ;
• adopts and oversees the general principles of the Group’s compensation policy;
• reviews the strategies and the policies on the taking, management and monitoring of risks as well as the conclusions of the internal assessment of risks and solvency (ORSA – Own Risk and Solvency Assessment – report);
• proposes Statutory Auditors for appointment to the Shareholders’ Meeting and approves non-audit services.

The Board of Directors also reserves the approval of certain material transactions to itself in its Terms of Reference, including sales or acquisitions (over €500 million), significant financing operations and other material transactions outside the strategy announced by the Company.

Composition

On April 24, 2019, the Board of Directors was comprised of fifteen members: eight women and seven 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. 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 24, 2019, nine of the fifteen Board members were independent after assessing the criteria of the Afep-Medef Code: Mmes Patricia Barbizet, Irene Dorner, Rachel Duan, Angelien Kemna and Elaine Sarsynski, Messrs. Jean-Pierre Clamadieu, André François-Poncet, Stefan Lippe and Ramon de Oliveira.

The Board of Directors appointed on April 24, 2019, Mr. Jean-Pierre Clamadieu as Senior Independent Director. He serves, if need be, as spokesperson for the independent directors towards the Chairman of the Board of Directors.

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 allow debates on the performance and compensation of Executive Management and succession planning.

Following its decision 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:

• promote the Company’s values and culture in particular in relation to corporate responsibility and professional ethics;
• upon request by the Chief Executive Officer, represent the Company in its relations, nationally and internationally with public bodies, institutions, regulators, shareholders and the Company’s main strategic partners and stakeholders;
• consult with the Chief Executive Officer on major topics and events relating to the Company (including the Company’s strategy, major acquisition or divestment projects, significant financial transactions, major community projects and the appointment of the most senior executives of the Group);
• upon invitation of the Chief Executive Officer, take part in internal meetings with Group executives and teams to provide his opinion on strategic issues or projects;
• assist and advise the Chief Executive Officer.

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.

Senior Independent Director

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, in particular due to the qualification of non-independent director of the Chairman of the Board of Directors.

The Senior Independent Director replaces the Chairman of the Board of Directors in the event of temporary incapacity or death, chairs meetings of the Board in the absence of the Chairman, acts, if need be, as spokesperson for the independent directors and informs the Chairman of any potential conflict of interest identified. The Senior Independent Director also reviews, with the Chairman of the Board of Directors, the agenda of Board meetings and the quality of information provided to the Board.

In addition, the Senior Independent Director may convene meetings of independent members of the Board, without the presence of the Chairman and Executive Management, in particular, to assess the performance of the Chairman, review his compensation and prepare his succession plan. He may also request the Chairman to convene the Board on a specific agenda.

The Senior Independent Director reports on his activities to the Shareholders’ Meeting.

Operating procedures

The Board has adopted internal terms of reference (the "Board's Terms of Reference") which detail in particular 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 director's gross fees earned in respect of the previous fiscal year.