Board of Directors
The Board of Directors determines the strategic orientations of the Company and ensures their implementation, including regarding the environmental, social and governance matters.
The Board of Directors notably exercises the following powers::
The Board of Directors also reserves the right to approve certain material transactions as set out in the Board’s Terms of Reference, including disposals or acquisitions (over €500 million per transaction or €2 billion in aggregate in any single year), granting of sureties, guarantees, endorsements and warrantees in favor of third parties (over €200*/100** million per transaction or €1 billion in aggregate in any single year), material financing transactions and any material transaction outside the strategy announced by the Company.
On April 23, 2024, the Board of Directors was comprised of fifteen members: nine women and six men. Eight nationalities are represented on the Board.
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. In addition, two directors representing the employees sit on the Board of Directors.
The Board of Directors does not have any non-voting members (censor).
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 April 23, 2024, nine of the fifteen Board members were independent after assessing the criteria of the Afep-Medef Code: Mmes Clotilde Delbos, Rachel Duan, Isabel Hudson, Angelien Kemna, Rachel Picard and Marie-France Tschudin and Messrs. Guillaume Faury, Ramon Fernandez and Antoine Gosset-Grainville.
In accordance with French law, the Chairman’s role is to organize and oversee the work of the Board of Directors. In this context, he sets the agenda of the Board meetings, holds regular discussions with the Chief Executive Officer and the directors, requests any document or information necessary to help the Board of Directors for the preparation of its meetings, ensures that the documents are provided early enough to enable directors to have the time to examine the documents and verifies the quality of the information provided. More generally, he ensures that Board members are in a position to fulfill their role.
The Chairman convenes the members of the Board without directors who are members of the Executive Management (Direction Générale) being present, in particular to debate on their performance, compensation and succession planning.
Following its decision to appoint Mr. Antoine Gosset-Grainville as Chairman of the Board of Directors in April 2022 and considering his experience and extensive knowledge of the AXA Group, the Board decided to extend the duties entrusted to its Chairman to include the following***:
In this context, in 2023, the Chairman of the Board of Directors, notably:
While the Chairman of the Board of Directors acts in close collaboration with the Chief Executive Officer, his role is contributory in nature and does not confer any executive power. Under French law, the Chief Executive Officer is solely responsible for the Company’s operational leadership and management.
The Board has adopted terms of reference (the "Board’s Terms of Reference") which notably detail the role and responsibilities of the Board and its Committees, as well as matters reserved for Board decisions. The Board’s Terms of Reference include corporate governance requirements which, in certain instances, go beyond current French regulatory requirements notably in relation to the number of independent directors on Board Committees.
The Board of Directors meets as often as it deems necessary. Board members may also meet among themselves without the presence of the Executive Management (i.e. the Chief Executive Officer and the two Deputy Chief Executives (Directeurs Généraux Adjoints)) and these meetings are scheduled at least once a year.
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 Terms of Reference provide that each member of the Board of Directors (with the exception of the directors representing the employees) must hold, within two years following his/her first appointment, a number of AXA shares with a value at least equal to the gross annual amount of his/her compensation (directors’ fees) earned in respect of the previous fiscal year****.
In accordance with French law and the Company's Bylaws, a member of the Board of Directors is appointed by shareholders every four years from a list of candidates selected by the Group's employee shareholders, following an internal selection process.
Read moreHelen Browne