Annual general meeting and Board of Directors dated 18 May 2021
Annual General Meeting
The General Meeting of shareholders of Societe Generale was held on 18 May 2021 at Tours Société Générale - 17 Cours Valmy - La Défense 7, without shareholders or other authorized participants being physically present, given sanitary circumstances, and was chaired by Mr Lorenzo Bini Smaghi.
Quorum was established at 58.556% (vs 62.757% in 2020):
- 22 706 shareholders voted online;
- 1 892 shareholders voted by post;
- 9 922 shareholders, including 9 042 online, representing 0.82 % of the share capital, gave proxy
to the Chairman;
- 24 175 shareholders were present or represented.
22 of the 23 resolutions proposed by the Board of Directors were adopted - Since the shareholders were invited to appoint a director representing the employee shareholders from among two candidates, the resolution rejected was that of the candidate having received the lowest number of favorable votes - :
- The 2020 annual and consolidated accounts;
- The dividend per share was set at EUR 0.55. It shall be detached on 25 May 2021 and paid from 27 May 2021;
- Three directors were renewed for 4 years: Mr William Connelly, Mrs Lubomira Rochet and Mrs Alexandra Schaapveld;
- The appointment of a director for 4 years: Mr Henri Poupart-Lafarge;
- The appointment of a director representing employee shareholders for 4 years: Mr Sébastien Wetter;
- 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 2020 financial year to the Chairman and the Chief Executive Officers;
- A favorable opinion was issued on the compensation paid in 2020 to regulated persons;
- The authorization to buy back shares which had been granted to the Board of Directors were renewed for 18 months in the limit of 5% of the capital.
The detailed result of the votes is available this day on the Company's website under the section “Annual General Meeting”.
Board of Directors
Following the renewals, appointments and elections of directors, the Board of Directors is now composed of 15 members, including (i) 2 directors elected by the employees in March 2021 and (ii) 1 director representing employee shareholders appointed by the General Meeting and whose term of office is 4 years.
In accordance with the by-laws, two employee directors have been elected and will assume their functions for a period of three years as from the General Meeting:
- Mrs France Houssaye; and
- Mr Johan Praud.
Finally, the Board of Directors, on the proposal of the Chairman and after consultation with the Nomination and Corporate Governance Committee, has decided to appoint Mr Jean-Bernard Lévy as non-voting Director (“censeur”) of the Board of Directors as of 18 May 2021 for a two year period in accordance with III of article 7 of the by-laws of Societe Generale. His role will be to assist the Board of Directors in its mission regarding the energy transition.
Accordingly, the Board of Directors is composed as follows:
- 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;
- Mrs Annette Messemer;
- Mr Gérard Mestrallet;
- Mr Juan Maria Nin Génova;
- Mr Henri Poupart-Lafarge;
- Mr Johan Praud;
- Mrs Lubomira Rochet;
- Mrs Alexandra Schaapveld;
- Mr Sébastien Wetter.
- Non-voting Director (“censeur”)
- Mr Jean-Bernard Lévy.
41% of the Board of Directors’ members appointed by the General Meeting are women. The rate of independent Directors is higher than 90% (11/12) if the three directors representing the employees are excluded from the calculations.
The Board of Directors held after the General Meeting also decided that the committees will be composed as follows from 18 May 2021:
- Audit and Internal Control Committee: Mrs Alexandra Schaapveld (chairwoman), Mr Jérôme Contamine, Mrs Diane Côté, Mrs Kyra Hazou et Mrs Annette Messemer;
- Risk Committee: Mr William Connelly (chairman), Mrs Kyra Hazou, Mrs Annette Messemer, Mr Juan Maria Nin Génova et Mrs Alexandra Schaapveld;
- Compensation Committee: Mr Jérôme Contamine (chairman), Mrs France Houssaye, Mr Gérard Mestrallet et Mr Juan Maria Nin Génova;
- Nomination and Corporate Governance Committee: Mr Gérard Mestrallet (chairman), Mr William Connelly, Mr Henri Poupart-Lafarge et Mrs Lubomira Rochet.
Mr William Connelly, is a graduate of Georgetown University in Washington (US). From 1980 to 1990, he was a banker at Chase Manhattan Bank in the US, Spain and the United Kingdom. From 1990 to 1999, he worked at Barings and later at ING Barings as Head of Mergers and Acquisitions in Spain following which he was appointed Head of Corporate Finance for Western Europe. From 1999 to 2016, he was responsible for various positions in the Investment Banking Division at ING Bank N.V.(Netherlands). His last positions were Global Head of Corporate and Investment Banking and member of the Executive Committee, as well as Chief Executive Officer of ING Real Estate B.V. (an ING Bank subsidiary).
Mr Henri Poupart-Lafarge, Graduate of École polytechnique, the École nationale des ponts et chaussées and the Massachusetts Institute of Technology (MIT). He started his career in 1992 at the World Bank in Washington, D.C. before joining the French Ministry of Economy and Finance in 1994. Mr Henri Poupart-Lafarge joined Alstom in 1998 as Head of Investor Relations and head of management control. In 2000, he became Senior Vice-President of Finance of Alstom’s Transmission and Distribution division, which was sold in 2004. From 2004 to 2010, Mr Henri Poupart-Lafarge was Chief Financial Officer of the Alstom Group, President of Alstom’s Grid division from 2010 to 2011 and President of Alstom’s Transport division from 4 July 2011 until he was appointed as Alstom’s Chairman and Chief Executive Officer. Mr Henri Poupart-Lafarge has been the Chairman and Chief Executive Officer of Alstom since 1 February 2016.
Mrs Lubomira Rochet, is a graduate of the École normale supérieure and Sciences Po in France, and of the College of Europe in Bruges, Belgium. She became Head of Strategy at Sogeti (Capgemini) from 2003 to 2007. From 2008 to 2010, she was Head of Innovation and Start-ups in France for Microsoft. She joined Valtech in 2010 where she was appointed Chief Executive Officer in 2012. Since 2014, she has held the positions of Chief Digital Officer and member of the Executive Committee of L’Oréal.
Mrs Alexandra Schaapveld, holds a degree in Politics, Philosophy and Economics from the University of Oxford (UK) and has a Master in Development Economics from Erasmus University Rotterdam (Netherlands). She began her career with the ABN AMRO Group in the Netherlands, where she held various positions in the Investment Banking Division from 1984 to 2007 and, in particular, was Head of relations with the bank’s major corporate clients. In 2008, she was appointed Head of Investment Banking for Western Europe in the Royal Bank of Scotland Group.
Directors elected by employees in the election on 26 March 2021
Mrs France Houssaye, Head of External Business Opportunities, Regional Commercial Department, Rouen, employee since 1989.
Mr. Johan Praud, Telephone advisor, employee since 2005.
Director representing employee shareholders
Mr. Sébastien Wetter, holds a Masters of Fundamental Physics and graduated from the Lyon Business School (EM Lyon). He began his career at Societe Generale in 1997 in the Strategy & Marketing division of Societe Generale’s retail bank. From 2002 onwards, as part of the Group’s Organisation Consulting department, he led various assignments within the Corporate & Investment Banking activities and contributed to the roll-out of the Group-wide participatory Innovation programme. At the end of 2005, he joined the commodities market department as Chief Operating Officer with a global remit, before becoming Head of business development in 2008. From 2010 until 2014, he was the Secretary-General of the Group’s General Inspection and Audit. In 2014, he joined the Coverage Division of the Corporate & Investment Bank where he held a number of positions: Head of the Client Management Unit for major French and international clients, then in 2016, Global Chief Operating Officer for the Financial Institutions coverage teams. Since the beginning of 2020, he is a banker, managing Societe Generale’s relationship with international financial institutions. His replacement is Mrs. Emmanuelle Petelle. Born on 31 December 1969, French nationality, she has worked for 14 years with Société Générale. Since 2020, she has been Deputy Head Trade Services.