Role and responsibilities

The Board of Directors notably exercises the following powers::

• 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, (Directeur Général Délégué), any dirigeants effectifs (as defined under the Solvency II regulation;
• determines the compensation of the Chief Executive Officer and any Deputy Chief Executive Officer (Directeur Général Délégué);
• convenes Shareholders’ Meetings;
• proposes directors for appointment to the Shareholders’ Meeting and/or coopts directors to the Board;
• reviews and sets (arrête) the Company’s and the Group’s half-year and annual financial statements;
• presents a report on corporate governance to the Shareholders' Meeting;
• decides to grant stock-options and/or performance/restricted shares;
• authorizes agreements referred to in Article L.225-38 of the French Commercial Code (conventions réglementées);
• fulfills all the obligations entrusted to it under Solvency II regulations;
• sets the risk appetite and overall risk tolerance limits for AXA SA;
• 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);
• adopts and oversees the general principles of the Group Remuneration Policy; and
• proposes Statutory Auditors for appointment to the Shareholders’ Meeting and approves non-audit services.

The Board of Directors also reserves the right to approve certain material transactions as set out in the Board’s Terms of Reference, including disposals or acquisitions (over €500 million per transaction or €2 billion in aggregate in any single year), granting of sureties, guarantees, endorsements and warrantees in favor of third parties (over €200*/100** million per transaction or €1 billion in aggregate in any single year), material financing transactions and any material transaction outside the strategy announced by the Company.

Composition

On April 24th, 2025, the Board of Directors was comprised of fourteen members: eight women and six men. Six nationalities are represented on the Board.

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 24th, 2025, nine of the fourteen Board members were independent after assessing the criteria of the Afep-Medef Code: Mmes Clotilde Delbos, Isabel Hudson, Angelien Kemna, Rachel Picard and Marie-France Tschudin and Messrs. Guillaume Faury, Ramon Fernandez, Antoine Gosset-Grainville and Ewout Steenbergen.

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, ensures that the documents are provided early enough to enable directors to have the time to examine the documents and verifies the quality of the information provided. More generally, he ensures that Board members are in a position to fulfill their role.

The Chairman convenes the members of the Board without directors who are members of the Executive Management (Direction Générale) being present, in particular to debate on their performance, compensation and succession planning.

Following its decision to appoint Mr. Antoine Gosset-Grainville as Chairman of the Board of Directors in April 2022 and considering his experience and extensive knowledge of the AXA Group, the Board decided to extend the duties entrusted to its Chairman to include the following***:

• promoting the Company’s values and culture in particular in relation to sustainability and professional ethics;
• upon request by the Chief Executive Officer, representing the Company in its relations, nationally and internationally with public bodies, institutions, regulators, shareholders and the Company’s main strategic partners and stakeholders;
• consulting 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, taking part in internal meetings with Group executives and teams to provide his opinion on strategic issues or projects; and
• assisting and advising the Chief Executive Officer.

In this context, in 2023, the Chairman of the Board of Directors, notably:

• represented the Company at various national and international events attended by certain of the Group’s main partners and strategic stakeholders;
• had discussions with the main institutional shareholders of the Company, in particular prior to the Shareholders’ Meeting through governance roadshows with major shareholders/investors to present the composition of the Board and its functioning, the proposed changes in governance, the compensation of the corporate officers and the Group’s climate strategy and commitments;
• participated in several events with individual shareholders (e.g. AXA Investor Day); and
• at the request of the Chief Executive Officer, participated in internal meetings in connection with significant events concerning the Company.

While the Chairman of the Board of Directors 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, the Chief Executive Officer is solely responsible for the Company’s operational leadership and management.

Operating procedures

The Board has adopted terms of reference (the Board’s Terms of Reference) which notably detail 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 current French regulatory requirements notably in relation to the number of independent directors on 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 Executive Management (i.e. the Chief Executive Officer and the two Deputy Chief Executives (Directeurs Généraux Adjoints)) 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, within two years following his/her first appointment, a number of AXA shares with a value at least equal to the gross annual amount of his/her compensation (directors’ fees) earned in respect of the previous fiscal year****.

* To guarantee obligations of its subsidiaries or sureties put up to guarantee its own obligations.

** For other guarantees, endorsements and warrantees.

*** The role of the Chairman is set out in the Board’s Terms of Reference which are available on AXA’s website.

**** For this purpose, AXA shares are valued using the closing price of the AXA share on December 31 of the preceding fiscal year.