About Us

Composition

On April 27, 2023, the Compensation, Governance & Sustainability Committee was comprised of five members: Mr. Guillaume Faury (Chairman), Mrs. Bettina Cramm, Mrs Rachel Duan, Mrs Marie-France Tschudin, and Mr. André François-Poncet.

All members of the Compensation, Governance & Sustainability Committee are independent directors with the exception of the director representing the employees who sits on the Committee pursuant to the Afep-Medef recommendations.

Main responsibilities

The main missions of the Committee are:

• to issue proposals to the Board of Directors on:
  - the recommendations to the Shareholders' Meeting for the appointment and the re-appointment 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 (dirigeants effectifs) as defined under the Solvency II regulations;
• to issue proposals to the Board of Directors on:
  - the compensation of the Chairman of the Board of Directors and the Chief Executive Officer and the preparation of their annual assessment,
  - the Chief Executive Officer’s Group and individual performance conditions (financial and extra-financial) and associated targets used to determine his annual variable compensation;
  - the amount of the directors' compensation (directors' fees) for the members of the Board of Directors to be submitted to the Shareholders' Meeting,
  - the number of Company performance shares to be granted to the Chief Executive Officer and the other members of the Management Committee as well as related performance conditions (financial and extra-financial);
• 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 performance/restricted shares to employees of the AXA Group;
• to review, at least annually, the Group’s sustainability strategy as well as any material sustainability commitments (and updates thereto) to be disclosed publicly;
• to review certain Group human resources topics including the annual review of the Company's policy with respect to professional equality and equal pay;
• to review 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 Compliance & Ethics Code.