On April 27, 2016, the Compensation & Governance Committee was comprised of four members: Mr. Jean-Martin Folz (Chairman), Mrs. Deanna Oppenheimer, Mrs. Dominique Reiniche, and Mr. Jean-Pierre Clamadieu.
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.
- 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 specialized Committees of the Board,
-the appointment of the Chairman, the Vice-Chairman, the Lead Independent Director, members of the Executive Management (Chief Executive Officer and Deputy Chief Executive Officers) and the persons who effectively run the Company as defined under the Solvency II regulations;
- To issue proposals to the Board of Directors for the fixing of:
-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 members of the Board of Directors to be submitted to the Shareholders' Meeting,
-the number of Company's stock options or performance shares to be granted to the Chief Executive Officer, the Deputy Chief Executive Officers and the other members of the Executive 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 executives of the AXA Group,
-the overall annual allocation of Company's stock options or performance shares to employees of the AXA Group;
- To examine in more depth certain Group human resources issues and to review every year the Company's policy with respect to professional equality as well as equal pay;
- To examine the Group's strategy on corporate social responsibility and other related issues;
- To examine in more 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 of Directors; and
- To review the AXA Group Compliance and Ethics Guide.