Board of Directors mission and organisation

The Board of Directors approves the Group’s strategic directions and ensures and reveiws their implementation. 

Powers

The Board of Directors regularly examines the Group’s strategy. It considers changes to the Group’s management structure and transactions, in particular acquisitions and divestitures that are liable to have a significant impact on the Group’s earnings, the structure of its balance sheet or its risk appetite. It also oversees internal controls.

The Board regularly discusses Group policy with respect to human resources, information systems and organisation.

It determines the remuneration of the Chief Executive Officers and Directors and approves the rules governing the Group’s remuneration policy.
 

Operation

The Board meets at least eight times per year. The Board’s operation is governed by the Internal Rules. In certain areas, these rules state that the Board’s resolutions are to be prepared by Specialised Committees, made up of Directors appointed by the Board. These committees examine the issues within their scope and submit their recommendations to the Board.

Annual evaluation

Since 2000, the Board of Directors has evaluated its operating procedures annually. Every three years, this evaluation is performed with the help of an external agency.

Organisation

The Board of Directors is composed of 14 directors: 12 elected at the Annual General Meeting and two elected by the Group's staff. 
The Board's composition seeks to strike a balance between experience, expertise and independence, in accordance with the principles of equality and diversity that reflect the Group’s international scope.

Members of the Board of Directors

Figures

  • 91% of Board members are independent directors

  • 5 different nationalities are represented at the Board of Directors

  • The Board comprises 6 women and 8 men

  • The average age of the Directors is 57 years old

The Four Board Committees

The Societe Generale Board of Directors has set up four permanent committees:

The Audit and Internal Control Committee is responsible for assessing the quality of the Group’s internal framework for the development and control of accounting and financial information. It also monitors the effectiveness of internal control, measurement, supervisory and risk control systems.

The Committee is composed of four directors: Alexandra Schaapveld, Jérôme Contamine, Diane Côté and Kyra Hazou. Four of its members are independent directors. The Chairman of the Committee is Ms Alexandra Schaapveld.

The Risk Committee advises the Board of Directors on the overall strategy and the appetite to all kinds of risks, both current and future, and helps the Board when it verifies that this strategy is implemented.

The Committee is composed of five directors: William Connelly, Kyra Hazou, Juan-Maria Nin Genova, Nathalie Rachou and Alexandra Schaapveld. The five members are independent directors. The Chairman of the Committee is Ms Nathalie Rachou.

The Compensation Committee prepares the decisions that the Board of Directors decides concerning compensation, especially those related to the Chairman and the Executive Officers and those that have an impact on risk and the management of risks in the Company.

The Committee is composed of four directors: Jean-Bernard Lévy, France Houssaye, Gérard Mestrallet and Juan-Maria Nin Genova. Three of its members are independent directors. The Chairman of the Committee is Mr Jean-Bernard Lévy.

The Nomination and Corporate Governance Committee identifies and recommends to the Board of Directors the applicants qualified to perform Director functions at times of new nominations, in accordance with the existing regulatory requirements. It assesses the structure, size, composition and effectiveness of the Board of Directors’ work regarding the missions entrusted to it. The committee also reviews the Board of Directors’ policies concerning the selection and nomination of Effective Senior Managers, Deputy Executive Officers and the Chief Risk Officer.

The Committee is composed of four directors: Gérard Mestrallet, William Connelly, Jean-Bernard Lévy and Nathalie Rachou. Four of its members are independent directors. The Chairman of the Committee is Mr Gérard Mestrallet.