Four committees have been set up within the Board of Directors. These are the Audit and Risks Committee, Compensation Committee, Strategy Committee, Appointments and Governance Committe.
Committee members are appointed by the Board, on the Chairman's recommendation. The Board may terminate the appointment of a Committee member at any time. A Committee member may resign from office at any time. All Committee members, and all other persons who attend Committee Meetings, are bound by professional secrecy. In the course of their work, Board Committees may invite Crédit Agricole S.A. Group employees or experts in areas that fall within the field of competence of the committees.
Audit and risks committee
The Committee’s main duties are to:
- review Crédit Agricole S. A.’s separate and consolidated financial statements;
- monitor the process of preparing accounting and financial information, ensure the quality and efficiency of the internal control and risk management systems, and assess the effectiveness of the accounting policies used to prepare the separate and consolidated financial statements and the quality of internal control;
- evaluate and verify the effectiveness of procedures ensuring that the Group's business complies with laws and regulations in France and other countries;
- monitor the auditing of the separate and consolidated financial statements by the Auditor's independence and makes its recommendation on their appointment by the General Meeting of Shareholders.
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 Member's list
The Compensation Committee's tasks are follows:
- to prepare recommendations and opinions to be submitted to the Board of Directors relating to Crédit Agricole S.A. Group's compensation policy, in particular:
- the principles for determining total amounts of bonuses, taking into accont the impact of the risks and capital requirements inherent to the business actiivities concerned,
- the application of professional standards concerning employees whose activities may have a significant impact on the risk exposure of the Crédit Agricole S.A. Group entities concerned;
- preparing recommendations relating to compensation of Corporate Officers;
- preparing recommendations relating to the amount and breakdown of the total amount of Directors'fees;
- preparing recommendations relating to proposed capital increases reserved for employees of Crédit Agricole Group and, if applicable, stock option and variable compensation share award pland to be submitted to shareholders for approval at the General Meeting of Shareholders, as well as the terms for the implementation of these capital increases and plans.
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 recommendations of the Chairman of the Board of Directors regarding with the Board of Directors' Rules of Procedure and on the Chief Executive Officer's recommendations on the appointment of Deputy Chief Executive Officers, in accordance with the Board's Rules of Procedure,
- with respect to the succession of the Corporate Officers, the Committee implements a procedure for preparing succession plans for the Corporate Officers in the event of an unforeseeable vacancy;
- to oversee the Board of Directors assessment process. It recommends any necessary updates to the rules of governance of Crédit Agricole S. A. (Rules of Procedure of the Board of Directors and Specialised Committees of the Board) or any other measure to improve the operation of the Board of Directors;
- it provides recommandations to the Board on criteria for assessing the independence of Directors.
The Chairman of the Appointments and Governance Committee reports to the Board on its work and opinions.