The Board of Directors determines the strategic orientations of the Company's activities and ensures their implementation. It exercises the following powers in particular:
The Board of Directors is also required to approve certain types of material transactions including sales or acquisitions over Euros 500 million; significant financing operations or other types of transactions that are not within the Company's announced strategy.
On December 14, 2016, the Board of Directors was comprised of sixteen members: seven women and nine men. Seven directors were citizens of countries other than France.
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 December 14, 2016, twelve of the sixteen Board members were independent after assessing the criteria of the Afep-Medef Code: Mmes Irene Dorner, Angelien Kemna, Isabelle Kocher, Suet Fern Lee, Deanna Oppenheimer and Dominique Reiniche, Messrs. Jean-Pierre Clamadieu, Jean-Martin Folz, André François-Poncet, Paul Hermelin, Stefan Lippe and Ramon de Oliveira. The proportion of independent directors within the Board of Directors was 75% on December 14, 2016.
The Board of Directors appointed on December 14, 2016, Mr. Jean-Martin Folz as Senior Independent Director. He serves, if need be, as spokesperson for the independent directors towards the Chairman of the Board of Directors.
The Company's Bylaws and the Board of Directors' Rules of Procedure provide for the mandatory appointment of a Vice-Chairman acting as Senior Independent Director in the event that the positions of Chairman and Chief Executive Officer are held by a single individual. This Senior Independent Director shall have the following responsibilities and prerogatives:
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.
The Board of Directors does not have any non-voting members (censor).
The guidelines governing the operation, organization and compensation of the Board of Directors and its Committees are set forth in the Board's Rules of Procedure. The Rules of Procedure detail, in particular, the powers, missions and obligations of the Board of Directors and its Committees.
The Board of Directors meets as often as it deems necessary. Board members may also meet among themselves without the presence of the Chairman and the Executive Management and these meetings are scheduled at least once a year.
In order 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 Rules of Procedure provide that each member of the Board of Directors must hold a number of AXA shares with a value equal to director's gross fees earned in respect of the previous fiscal year.