Societe Generale Board of Directors: proposed renewal and appointment of directors
At the proposal of the Nomination Committee, the Board of Directors will submit resolutions for voting at the Annual General Shareholders’ Meeting of 23 May 2018 on the renewal of one director's mandate and the appointment of two directors.
The Board of Directors proposes renewing Lorenzo Bini Smaghi's mandate as director for a term of four years.
Lorenzo Bini Smaghi has been an independent director of Societe Generale since 2014 and has been chairman of the Board of Directors since 19 May 2015.
Lorenzo Bini Smaghi, 61, of Italian nationality, is highly experienced in international finance. An economist by training, he has held high-level positions in the Italian administration and European institutions. He was notably a member of the executive board of the European Central Bank between 2005 and 2011. He also served as chairman of the Board of Directors of SNAM in Italy.
If it is voted to renew his term, the Nomination and Corporate Governance Committee will propose to the Board of Directors that he continues to serve as chairman of the board based on the positive assessments of the operation of the Board of Directors each year since 2015.
In Italy, Mr Bini Smaghi is also chairman of the Board of Directors of listed company Italgas and is a director of the unlisted company Tages Holding.
The proposed appointments are to replace Robert Castaigne, director since 2009, who did not wish to have his mandate renewed, and Ana Maria Llopis Rivas who wishes to end her mandate during this General Shareholders’ Meeting for personal reasons.
The Board of Directors proposes appointing Jérôme Contamine as director for a term of four years.
Jérôme Contamine, 60, of French nationality, is a graduate of the Ecole Polytechnique, ENSAE and ENA, and has been chief financial officer of SANOFI since 2009 and a member of the Executive Committee. He previously (2000-2009) served as chief financial officer of Véolia Environnement (formerly Vivendi Environnement). Prior to that he held various operational positions at Total. Jérôme Contamine was an independent director of the French listed company Valéo from 2006 to 2017.
Based on the work carried out by the Nomination and Corporate Governance Committee, the Board of Directors proposes that he be appointed as an independent director.
The Board of Directors proposes appointing Diane Côté as director for a term of four years.
Diane Côté, 54, of Canadian nationality, has a finance and accounting background and is a graduate of the University of Ottawa. She has been head of risk for the London Stock Exchange Group since 2012 and a member of the Executive Committee. Between 1992 and 2012, she held high-level positions in auditing, risk and finance in various insurance companies (Prudential, Standard Life, Aviva) in Canada and the United Kingdom. Prior to that she worked as an auditor in Canada. Diane Côté has been an independent director of the unlisted UK company Novae Syndicates since 2015.
Based on the work carried out by the Nomination and Corporate Governance Committee, the Board of Directors proposes that she should be appointed as an independent director.
If these resolutions are adopted, the Board of Directors will comprise 14 members, including two employee-representative members who will be elected in March 2018 for a three-year term. It will have five elected female members, accounting for 41.6% of members voted by shareholders, and five international members. Its composition will be balanced in terms of skills. The proportion of independent directors will be above 91.6% (11/12) according to the method of calculation defined in the AFEP-MEDEF Code, which does not account for employees.
Antoine Lhéritier – +33 (0)1 42 13 68 99 – firstname.lastname@example.org - @SG_presse