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Principles
Majority owned by the Crédit Agricole Regional Banks, Crédit Agricole S.A. defines its own corporate governance model, drawing on both the inherited mutualist values of the Group’s companies and the rules applied by major listed European companies.
Crédit Agricole S.A.’s corporate governance is therefore based on the values of transparency, responsibility and efficiency, which is reflected in the organisation and modus operandi of the Board of Directors, with:
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very active involvement of directors in the life of the company, as well as control of its
management and strategy; - the desire to achieve openness and balance in the organisation of powers and the composition of executive bodies;
- ongoing efforts to enable each personto perform their duties effectively with the necessary objectiveness and independence, primarily through a high standard of dialogue and transparency of information.
Review of the Board of Directors’ work during 2011
The Board was very active in 2011 (eleven meetings, including three extraordinary sessions).The attendance rate remained very high at 95% (97% for regularly scheduled meetings and 88% for extraordinary sessions), reflecting the strong commitment of all the Directors.
With a marked contrast between the first and second half of the year, the Board mainly concentrated, in the first half, on finalising the medium-term plan, Commitment 2014, for Crédit Agricole S.A. – in line with the orientations retained by Crédit Agricole Group Project drawn up in late 2010 – and, from the summer onwards, on analysing the consequences for the Group in terms of risk, liquidity and solvency, the deterioration of the economic and financial environment, the worsening of the sovereign debt crisis, particularly in Greece, and the significant tightening of prudential requirements of financial institutions. These analyses, which involved, more specifically, the Audit and Risks Committee and the Strategy Committee upstream of Board Meetings, led to the organisation, at the end of the year, of a day of strategic reflection during which the Board drew up the Group’s plan for adjusting to its new environment.
The Board also carried out a self-assessment of its operations in the first half, with the help of an external consultancy firm. This assessment was led by the Appointments and Governance Committee and its results were presented to the Board at its July meeting. These results pointed up the progress made since the previous assessment — carried out in 2008 — in particular as regards the quality and wealth of information transmitted to Directors, its conduct of meetings, the quality of discussions and the role of Specialised Committees in preparing Board decisions. The assessment also identified areas for improvement and the Board decided to implement measures to respond to observations made during the assessment, in particular as regards format (introduction of fact sheets), lead times in making files available, and preparing agendas for Board and Specialised Committee meetings (annual scheduling set up). The assessment findings were discussed by each of the Specialised Committees, in order to take account of the observations concerning them.
Decisions taken by the Board of Directors on 4 April 2012 regarding the remuneration of Chief Executive Officers
