Composition

On June 19, 2019, the Compensation & Governance Committee was comprised of five members: Mr. Jean-Pierre Clamadieu (Chairman), Mrs. Bettina Cramm, Mrs. Patricia Barbizet, Mrs Rachel Duan, and Mr. André François-Poncet.

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.

Principal responsibilities

The principal 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 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 (dirigeants effectifs) as defined under the Solvency II;
  • 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 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 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, including the annual review of 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;
  • in depth analysis of 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.