Board of Directors
The Board of Directors comprises 21 Directors as follows.
- 18 Directors elected by the General meeting of Shareholders:
- 10 Directors who are the Chairmen of Chief Executive Officers of Crédit Agricole's Regionale Banks;
- 1 Director that is a legal entity, SAS Rue La Boétie, represented by a Regional Bank Chairman who is also Chairman of SAS Rue La Boétie;
- 6 Directors from outside Crédit Agricole Group;
- 1 Director who is an employee of a Regional Bank;
- 1 Director representing professional farming associations, appointed by joint decree of Ministry of Finance and the Ministry of Agriculture, pursuant to the Act of 18 January 1988 on the mutualisation of Caisse Nationale de Crédit Agricole, which became Crédit Agricole S.A. on 29 November 2001;
- 2 Directors elected by the employees of Crédit Agricole S.A. and its subsidiaries
The Board of Directors has also appointed two non-voting Directors, a Chairman and a Chief Executive Officer of a Crédit Agricole Regional Bank. A representative of the Works council also participates in Board meetings.
The term of office of Crédit Agricole S.A. Directors is fixed at three years by the Articles of Association. The Company's Articles of Association provide for a maximum age limit of 65, 67 for the Chairman.
The composition of the Board of Directors also ensures a majority representation of the Regional Banks. In addition, three seats on the Board are reserved for employees: two Directors elected by employees of the Union Économique et Sociale
Crédit Agricole S.A., and one Director representing employees of the Regional Banks, elected by the General Meeting of Shareholders. As a result, the proportion of independent Directors on the Board of Directors and Specialised Committees is below that recommended by the AFEP/MEDEF Code of Corporate Governance for Listed Companies. The percentage of independent Directors on the Board at the end of 2012 was 28.6%. If we also consider Directors elected by the General Meeting of Shareholders, that figure rises to 33% – in other words, the percentage recommended by the Code for companies controlled by a majority shareholder.