Annual General Meeting and Board of Directors dated 17 May 2022
Annual General Meeting
The General Meeting of shareholders of Societe Generale was held on 17 May 2022 at Paris-Expo- Porte de Versailles - Hall 5.1 and was chaired by Mr Lorenzo Bini Smaghi.
Quorum was established at 54.83% (vs 58.556% in 2021):
- 529 shareholders attended the General Meeting;
- 854 shareholders were represented;
- 10 738 shareholders voted online;
- 3 120 shareholders voted by post;
- 10 091 shareholders, including 7 201 online, representing 0,94 % of the share capital, gave proxy to the Chairman;
- 25 332 shareholders were present or represented.
The agenda item was an opportunity to present and discuss with shareholders the Group's energy transition plan and social and environmental responsibility.
In addition, 12 shareholders sent written questions prior to the Assembly. The answers were made public before the General Meeting on the institutional website.
All the resolutions put forward by the Board of Directors were adopted, in particular:
- The 2021 annual and consolidated accounts;
- The dividend per share was set at EUR 1,65. It shall be detached on 25 May 2022 and paid from 27 May 2022;
- Three directors were renewed for 4 years: Mr Lorenzo BINI SMAGHI, Mr Jérôme CONTAMINE et Mrs Diane CÔTÉ;
- The compensation policy for the Chairman, Chief Executive Officers and the directors;
- The components composing the total compensation and the benefits of any kind paid or awarded for the 2021 financial year to the Chairman and the Chief Executive Officers;
- The authorization to buy back shares which had been granted to the Board of Directors were renewed for 18 months in the limit of 10% of the capital;
- Authorisations for capital increases, including the authorisation to issue shares to employees under a company or group savings plan, as well as the authorisation to grant performance shares issued or to be issued, for 26 months.
The detailed voting result is available this day on the Company's website in the "Annual General Meeting".
Board of Directors
After the General Meeting, on the proposal of the Nomination and Corporate Governance Committee, the Board of Directors, unanimously, reappointed Mr Lorenzo Bini Smaghi as Chairman of the Board of Directors.
Following the renewal of the Board of Directors, the composition of the Board of Directors remains unchanged:
- Mr Lorenzo Bini Smaghi, Chairman;
- Mr Frédéric Oudéa, Chief Executive Officer;
- Mr William Connelly;
- Mr Jérôme Contamine;
- Mrs Diane Côté;
- Mrs Kyra Hazou;
- Mrs France Houssaye, Director elected by employees;
- Mrs Annette Messemer;
- Mr Gérard Mestrallet;
- Mr Juan Maria Nin Génova;
- Mr Henri Poupart-Lafarge;
- Mr Johan Praud, Director elected by employees;
- Mrs Lubomira Rochet;
- Mrs Alexandra Schaapveld;
- Mr Sébastien Wetter, Director representing employees shareholders.
- Mr Jean-Bernard Lévy, Non-voting Director (“censeur”).
The Board of Directors remains composed of 42% women and more than 90% (11/12) independent directors if we exclude from the calculations the three directors representing the employees in accordance with paragraph 1 of Article L. 225-23 of the Commercial Code, paragraph 2 of Article L. 225-27 of the Commercial Code and the AFEP-MEDEF code.
The composition of the Board committees remains as follows:
- Audit and Internal Control Committee: Mrs Alexandra Schaapveld (chairwoman), Mr Jérôme Contamine, Mrs Diane Côté, Mrs Kyra Hazou and Mrs Annette Messemer;
- Risk Committee: Mr William Connelly (chairman), Mrs Diane Côté (since 1st November 2021), Mrs Kyra Hazou, Mrs Annette Messemer, Mr Juan Maria Nin Génova and Mrs Alexandra Schaapveld ;
- Compensation Committee: Mr Jérôme Contamine (chairman), Mrs France Houssaye, Mr Gérard Mestrallet and Mr Juan Maria Nin Génova;
- Nomination and Corporate Governance Committee: Mr Gérard Mestrallet (chairman), Mr William Connelly, Mr Henri Poupart-Lafarge and Mrs Lubomira Rochet.
Mr Lorenzo Bini Smaghi, born on 29 November 1956, Italian nationality, holds a degree in Economic Sciences from the Université Catholique de Louvain (Belgium) and a Ph.D in Economic Sciences from the University of Chicago. He began his career in 1983 as an economist in the Research Department of the Bank of Italy. In 1994, he was appointed Head of the Policy Division of the European Monetary Institute. In October 1998, he took up the position of Director-General of International Financial Relations in the Italian Ministry of Economy and Finance. He was Chairman of SACE from 2001 to 2005. From June 2005 to December 2011, he was a member of the Executive Board of the European Central Bank. From 2012 to 2016, he was Chairman of the Board of Directors of SNAM (Italy). From 2016 to 2019, he was Chairman of the Board of Directors of Italgas (Italy). He has been Chairman of the Board of Directors of Societe Generale since 2015.
Mr Jérôme Contamine, born on 23 November 1957, French nationality, graduate of France’s École polytechnique, ENSAE and École nationale d’administration. After spending four years as an auditor at the Cour des Comptes (the supreme body for auditing the use of public funds in France), he held various operating positions at Total. He was Chief Financial Officer of Veolia Environnement from 2000 to 2009. He held the position of Director at Valeo from 2006 to 2017. He became Chief Financial Officer of Sanofi in 2009, a position he held until 2018. He has also been a director and member of the TotalEnergies Audit Committee since 2020 and Chairman of Sigatéo since 2018.
Mrs Diane Côté, born on 28 December 1963, Canadian nationality, graduate of Ottawa University, where she majored in Finance and Accounting. From 1992 to 2012, she performed key functions in the Audit, Risk and Finance Divisions of diverse insurance companies (Prudential, Standard Life and Aviva) in Canada and the United Kingdom. From 2012 until 1 February 2021, she was Chief Risk Officer and member of the Executive Committee of the London Stock Exchange Group (LSEG). She has been an independent Director of X-Forces Enterprises (UK) since 16 April 2021.
Jean-Baptiste Froville_+33 1 58 98 68 00_ email@example.com