Societe Generale: Change in corporate governance
During its meeting of 15 January 2015, and pursuant to the conditions set out in article 13 of the Company's articles of incorporation, the Board of Directors of Societe Generale, based on the advice of the Nomination and Corporate Governance Committee, has decided that the positions of Chairman and CEO would be separated at the end of the Ordinary Shareholders' meeting on 19 May 2015. The Board of Directors defined the following orientations regarding the appointment of the Chairman and the CEO. Mr. Lorenzo BINI SMAGHI will be appointed Chairman of the Board of Directors and Mr. Frédéric OUDÉA CEO.
This change in corporate governance, prepared in 2014, meets the requirements applicable to banks in Europe. Taking place just after the Group successfully joined the European Banking Union, and in an increasingly demanding economic, competitive and regulatory environment, it will allow Societe Generale to continue implementing its strategy and its transformation.
Upon proposal from the Nomination and Corporate Governance Committee, during this same meeting the Board of Directors decided the nominations for directors to be proposed to the next Ordinary Shareholders' meeting.
It will be proposed to renew the terms of office of:
• Mrs. Kyra HAZOU, independent Director,
• Mrs. Ana-Maria LLOPIS-RIVAS, independent Director, and
• Mr. Frédéric OUDÉA.
The following nominations will be proposed:
• Mrs. Barbara DALIBARD, independent Director, and
• Mr. Gérard MESTRALLET, independent Director.
Mr. Anthony WYAND, Vice-Chairman, and Mr. Jean-Martin FOLZ, independent director and Chairman of the Nomination and Corporate Governance Committee, did not wish to have their terms of office renewed.
If the Ordinary Shareholders' meeting approves these proposals, the Board of Directors (apart from employee directors) will be comprised of more than 90% independent directors and more than 40% women, thereby complying in advance with the French law on gender parity in Boards of Directors and the AFEP-MEDEF corporate governance code.
Furthermore, the Board of Directors noted that the renewal of the two employee directors is subject to direct election by employees pursuant to article 7 of the articles of incorporation.
As a consequence of the change in corporate governance, the two Vice-Chairman positions will disappear.
Concerning the committees of the Board of Directors, as of 1 January 2015 the Audit, Internal Control and Risk Committee, is split into two committees:
• an audit and internal control committee, and
• a risk committee.
Mr. Anthony WYAND will chair these committees and the same members will serve on both committees until the date of the Ordinary Shareholders' meeting. After the Ordinary Shareholders' meeting, a different person will chair each committee. Mrs. Nathalie RACHOU will chair the Risk Committee and Mrs. Alexandra SCHAAPVELD will chair the Audit and Internal Control Committee.
Finally, subject to his election by the Ordinary Shareholders' meeting, Mr. Gérard MESTRALLET will be called on to replace Mr. Jean-Martin FOLZ as Chairman of the Nomination and Corporate Governance Committee and as a member of the Compensation Committee. Mr. Jean-Bernard LÉVY will continue in his role as Chairman of the Compensation Committee.
This new organisation of the Board of Directors, which complements the reorganisation of Senior Management in 2014, complies with the specific laws governing banks in terms of governance as well as with the recommendations of the AFEP/MEDEF code.