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Board Committees
The Board set up two specialised committees in July 2002: an Audit and Risks Committee and a Compensation Committee. A Strategic Committee has been created in December 2003. An Appointments and Corporate Governance Committee was established in November 2004 and met in January 2005 for the first time.
The modus operandi and duties of the Committees are set out in a charter approved by the Board of Directors.
Audit and risks committee
The Committee’s main duties are:
- to review Crédit Agricole S. A.’s parent company and consolidated financial statements;
- to examine changes and amendments to the significant accounting policies used to draw up the financial statements;
- to ensure that internal control systems and procedures are adequate for the Group’s business activities and risks;
- to express an opinion on proposals to appoint or re-appoint the statutory auditors of Crédit Agricole S. A.
- The Audit and Risks Committee met six times in 2007, including in one extraordinary session. The attendance rate averaged 96%.
For further information, refer to shelf registration document, part 2, page 88-89
Strategic committee
Its key duties are to conduct in-depth reviews of the Group’s strategic planning for its various business lines in France and internationally. As such, the Committee reviews plans for strategic investments or acquisitions. The Committee Chairman reports to the Board on the Committee’s work.
The Strategic Committee met five times in 2007, in four scheduled meetings and one extraordinary session. The attendance rate was 93%.
For further information, refer to shelf registration document, part 2, page 90-91
Compensation committee
Its key duties are to make proposals principally concerning the fixed and variable compensation payable to the Chairman, the Chief Executive Officer and Deputy Chief Executive Officer(s), the total amount of Directors’ fees to be proposed for approval at the Annual General Meeting of shareholders and its allocation among the members of the Board, and the terms and conditions relating to the grant of stock options under plans approved by the shareholders.
For further information, refer to shelf registration document, part 2, page 89-90
Appointments and governance committee
The Committee’s duties are: to make recommendations to the Board on the selection of voting Directors and non-voting Directors from outside the Crédit Agricole Group, bearing in mind that candidates for directorships who are serving as Chairman or Chief Executive Officer of a Regional Bank are proposed to the Board of Directors via the holding company that controls Crédit Agricole S. A., pursuant to the ‘Protocol Agreement’ signed prior to the initial public offering of Crédit Agricole S. A. by the Regional Banks and Crédit Agricole S. A. (the provisions of this agreement are set out in the registration document of 22 October 2001 registered by the Commission des Opérations de Bourse under number R01-453);
- with respect to Executive Officers and Directors:
- to issue an opinion on the Board Chairman’s recommendations for the appointment of the Chief Executive Officer, in accordance with the Board of Directors’ Charter, and on the Chief Executive Officer’s recommendations on the appointment of Deputy Chief Executive Officers, in accordance with the Board Charter,
- with respect to the succession of the Executive Officers, the Committee implements a procedure for preparing succession plans for the Executive Officers in the event of an unforeseeable vacancy;
- to oversee the Board of Directors assessment process. In this respect, it recommends any necessary changes in the rules of governance of Crédit Agricole S. A. (charters governing the Board and the special committees, etc.).
For further information, refer to shelf registration document, part 2, page 9-92
