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 - Lead Independent Director. According to AXA's Charter, 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 September 1st, 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 September 1st, 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, Norbert Dentressangle, Jean-Martin Folz, Paul Hermelin, Stefan Lippe and Ramon de Oliveira. The proportion of independent directors within the Board of Directors was 75% on September 1st, 2016.

The Board of Directors appointed Mr. Norbert Dentressangle as Vice-Chairman to act as Lead Independent Director. He supervizes the contribution of the independent directors to the Board's work and serves, if need be, as spokesperson for the independent directors towards the Chairman of the Board of Directors.

The Vice-Chairman - Lead Independent Director

The Company's Charter and the Board of Directors' Bylaws provide for the mandatory appointment of a Vice-Chairman acting as Lead Independent Director in the event that the positions of Chairman and Chief Executive Officer are held by a single individual. This Lead Independent Director specifically has the power:

  • to attend and participate in all meetings of the Board Committees (regardless of whether he is a Committee member);
  • to inform the Chairman and the Board of Directors of any potential conflicts of interests;
  • to report to the Shareholders' Meeting with respect to all corporate governance related matters;
  • to require the Chairman of the Board of Directors to convene full meetings of the Board on a specific agenda at any time;
  • to convene 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 chaired by the Vice-Chairman and may be held at any time at the Vice-Chairman's discretion.

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 Bylaws. The Bylaws 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 Bylaws 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 Charter, 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