Board of Directors

Role and powers

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:

• 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” (executives considered to be competent to effectively manage the Company as required by Solvency II), and determines their respective compensation;
• convenes Shareholders’ Meetings;
• recommends directors for appointment to the Shareholders’ Meeting and/or co-opts directors to the Board;
• reviews and sets (arrête) the Company’s and the Group’s halfyear and annual financial statements;
• approves the report of the Board of Directors’ Chairman on the composition of the Board and the implementation of the principle of fair representation of women and men within the Board, 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 as required under French law;
• fulfills all the Board obligations set out in the Solvency II regulation ;
• 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);
• approves non-audit services and recommends the Group’s Statutory Auditors for appointment to the Shareholders’ Meeting.

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.

Composition

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.

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:

• 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 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 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.

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 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.