Composition

On April 26, 2017, the Compensation & Governance Committee was comprised of four members: Mr. Jean-Martin Folz (Chairman), Mrs. Deanna Oppenheimer, Mr. Jean-Pierre Clamadieu and Mr. André François-Poncet.

All members of the Compensation & Governance Committee were determined independent by the Board in accordance with the criteria set forth in the Afep-Medef Code.

Principal responsibilities

The principal missions of the Committee are:

  • to issue proposals to the Board of Directors on:
    -the recommandations to the Shareholders' Meeting for the appointment and the reappointment of the members of the Board of Directors,
    - the composition of the Board Committees,
    - the appointment of the Chairman, the Senior Independent Director, the members of the Executive Management and the persons who effectively run the Company as defined under the Solvency II regulation;
  • to issue proposals to the Board of Directors on:
    - the compensation of the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officers and the preparation of their annual assessment,
    - the amount of the directors' fees for the members of the Board of Directors to be submitted to the Shareholders' Meeting,
    - the number of Company stock options or performance shares to be granted to the Chief Executive Officer, the Deputy Chief Executive Officers and the other members of the Management Committee;
  • to formulate an opinion on the proposals of the Chief Executive Officer concerning:
    - the principles and conditions for the determination of the compensation of the main executives of the AXA Group,
    - the overall annual allocation of Company stock options or performance shares to employees of the AXA Group;
  • in depth analysis of certain Group human resources topics reviewing each year the Company's policy with respect to professional equality and equal pay;
  • to examine the Group's strategy on corporate responsibility and other related issues;
  • to examine in depth certain governance matters relating to the operation and organization of the Board of Directors and the organization of the periodic self-assessment of the Board; and
  • to review the AXA Group Compliance and Ethics Guide.