The Board of Directors has established three specialized Committees: the Audit Committee, the Finance Committee and the Compensation & Governance Committee.
To ensure a well-balanced governance, the Board's Terms of Reference go beyond the requirements of French law and specifically provide that independent directors have a major role in all Board Committees, as follows:
- each of the three Committees is chaired by an independent director;
- all members of the Audit Committee are independent directors;
- all members of the Compensation & Governance Committee are independent directors, with the exception of the director representing the employees who sits on the Committee pursuant to the Afep-Medef recommendations;
- none of AXA's corporate officers may be members of the Committees.
Each Committee issues opinions, proposals or recommendations to the Board of Directors on matters within the scope of its responsibilities with each Committee Chairman reporting to the Board at the following Board meeting. However, under French law, Board Committees do not have any formal decision-making power and are advisory only.
The Committees may request external consulting expertise if necessary. They may also invite external participants to attend their meetings.
All Committees are composed of members with expertise in the relevant areas, and their composition is regularly reviewed by the Board of Directors.
The role, organization and responsibilities of each Committee are set out in the Board’s Terms of Reference and in the Audit Committee Terms of Reference.