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21 RAPPEL_T1CORPORATE GOVERNANCE AND INTERNAL CONTROLChairman’s r eport on c orporate g overnance and i nternal c ontrol presentedto the Annual General Meeting of s hareholders on 21 May 2008allocation among Board members (proposal approved bythe Board in July 2007), based on their attendance recordand any duties arising from their membership on a SpecialCommittee;• proposed allocation of options to purchase Crédit Agricole S. A.shares to Crédit Agricole S. A. Group employees within the ceilingapproved by the General Meeting of May 2006;• characteristics of the Crédit Agricole S. A. share issue reserved forCrédit Agricole Group employees;• review of a study on compensation paid to senior executives ofCrédit Agricole S. A. Group.The Chairman of the Compensation Committee reported to theBoard on the work accomplished by the Committee at each of itsmeetings and submitted the Committee’s recommendations onmatters subject to approval by the Board.Strategic CommitteeThe Strategic Committee comprises no more than six members,including the Officers of the Board (Chairman and Vice-Chairmen),one Chief Executive Officer of a Regional Bank, and one outsideDirector. At 31 December 2007, the Committee comprised thefollowing members:• Mr Carron (Committee Chairman), Chairman of the Board ofDirectors and Crédit Agricole Regional Bank Chairman;• Mr Sander, Vice-Chairman of the Board, Crédit AgricoleRegional Bank Chairman;• Mr Chifflet, Vice-Chairman of the Board, Crédit AgricoleRegional Bank Chief Executive;• Mr Dupuy, Vice-Chairman of the Board, Crédit AgricoleRegional Bank Chairman;• Mr de Laage, Crédit Agricole Regional Bank Chief Executive;• Mr Fontanet, Independent Director.The composition of the Committee was changed, with theappointment of Mr Chifflet as Strategic Committee Member inJanuary 2007.Crédit Agricole S. A.’s Chief Executive Officer, Company Secretaryand Head of Strategy also attend Strategic Committee meetings.The modus operandi and duties of the Committee are set out in acharter approved by the Board of Directors. Its key duties are toconduct in-depth reviews of the Group’s strategic planning for itsvarious business lines in France and internationally. As such, theCommittee reviews plans for strategic investments or acquisitions.The Committee Chairman reports to the Board on the Committee’swork.The Strategic Committee met five times in 2007, in fourscheduled meetings and one extraordinary session. Theattendance rate was 93%. In 2007, the Committee devoted itswork to monitoring the progress of the 2006/2008 developmentplan and to reviewing:• acquisition projects by Group subsidiaries abroad in variousbusiness lines (specialised financial services, securities,insurance);• foreign investment projects under this plan, before submittingthem to the Board of Directors.It also devoted some of its meetings to a review of updating theGroup’s strategic options and set the agenda for the Board’smid- year strategic review seminar.Lastly, the Strategic Committee’s duties and responsibilities wereexpanded in 2007 to encompass the sustainable developmentpolicy, which was submitted to it at the end of the year.Appointments and Governance CommitteeThe Appointments and Governance Committee comprises sixmembers at most. At 31 December 2007, the Committee comprisedthe following members:• Mr Lebègue (Committee Chairman), Independent Director;• Mr Carron, Chairman of the Board of Directors and Crédit AgricoleRegional Bank Chairman;• Mr Sander, Deputy Chairman of the Board, Crédit AgricoleRegional Bank Chairman;• Mr Chifflet, Vice-Chairman of the Board, Crédit Agricole RegionalBank Chief Executive;• Mr Michaut, Crédit Agricole Regional Bank Chairman.Mr Lebègue succeeded Mr Fontanet as Chairman of the Committeein January 2007. Mr Fontanet resigned from the committee inJuly 2007. In addition, Mr Chifflet was appointed CommitteeMember in January 2007 and Mr Michaut was appointed CommitteeMember in July 2007.The Chief Executive Officer and Company Secretary of CréditAgricole S. A. also attend Appointments and Governance Committeemeetings as needed.The modus operandi and duties of the Committee are set out ina charter approved by the Board of Directors. The Committee’sduties are:• to make recommendations to the Board on the selection ofvoting Directors and non-voting Directors from outside the CréditAgricole Group, bearing in mind that candidates for directorshipswho are serving as Chairman or Chief Executive Officer of aRegional Bank are proposed to the Board of Directors via theholding company that controls Crédit Agricole S. A., pursuantto the ‘Protocol Agreement’ signed prior to the initial publicoffering of Crédit Agricole S. A. by the Regional Banks and CréditAgricole S. A. (the provisions of this agreement are set out inthe registration document of 22 October 2001 registered by theCommission des Opérations de Bourse under number R01-453);22 I Crédit Agricole S.A. I Registration d ocument 2007
CORPORATE GOVERNANCE AND INTERNAL RAPPEL_T1 CONTROL 21Chairman’s r eport on c orporate g overnance and i nternal c ontrol presentedto the Annual General Meeting of s hareholders on 21 May 2008• with respect to Executive Officers and Directors:• to issue an opinion on the Board Chairman’s recommendationsfor the appointment of the Chief Executive Officer, in accordancewith the Board of Directors’ Charter, and on the Chief ExecutiveOfficer’s recommendations on the appointment of Deputy ChiefExecutive Officers, in accordance with the Board Charter,• with respect to the succession of the Executive Officers, theCommittee implements a procedure for preparing successionplans for the Executive Officers in the event of an unforeseeablevacancy;• to oversee the Board of Directors assessment process. In thisrespect, it recommends any necessary changes in the rules ofgovernance of Crédit Agricole S. A. (charters governing the Boardand the special committees, etc.).The committee met twice in 2007. The attendance rate was 92%.The Committee proposed that the Board recommend to theshareholders at the AGM the appointment of an independentDirector to replace Mr Passera, who resigned from his office asDirector in January 2007. Mr Jay’s nomination was approved by theshareholders at the AGM of 23 May 2007.In addition, when presenting the new organisation of the CréditAgricole S. A. Group, the Committee issued a favourable opinionon the Chief Executive Officer’s proposal to submit to the Board forapproval the appointment of two Deputy Chief Executive Officers ofCrédit Agricole S. A., at the meeting held in July 2007.After the assessment carried out in 2005, the Committee proposedto the Board to carry out a new assessment, with the assistanceof an outside consultant. This assessment was approved by theBoard in July and was carried out between November 2007 andJanuary 2008. Its main findings were submitted to the Committeein February 2008 in a presentation highlighting the improvementsmade since 2005 and identifying areas for improvement. In the springof 2008, the Board will set out guidelines to improve its operationbased on the observations made during the assessment.During the same meeting, in February 2008, the Committeeexamined Crédit Agricole S. A.’s situation with respect to theguidelines applying to independent Directors (IFA CorporateGovernance Report, May 2007). It found that Crédit Agricole S. A.has fewer independent Directors than the number generallyrecommended for companies controlled by a majority shareholder.This shortfall naturally is reflected in the proportion of independentDirectors sitting on the special committees.The Committee concluded that “the existing modus operandienabled the Board and its committees to fulfil their duties with therequired effectiveness, objectivity and independence, particularlywith respect to preventing potential conflicts of interest and to theequitable consideration of all shareholders’ interests”. The Boardapproved this assessment at its meeting of March 2008, whenit discussed the composition and modus operandi of the Boardand its special committees with regard to the aforesaid corporategovernance guidelines.On the recommendation of Appointments and GovernanceCommittee, and based on the definition contained in the aforesaidIFA report, the Board reviewed the situation of all of its membersand found that Messrs Camus, Fontanet, Jay and Lebègue couldbe considered to be independent Directors insofar as they are notin a position that is likely to influence their independent judgementor to put them in a conflict of interest situation, now or in thefuture.Lastly, the Committee recommended that the Board submit thenomination of an Independent Director to the General Meeting of21 May 2008.33 – Restrictions on the ChiefExecutive Officer’s Powers exercisedby the Board of DirectorsThe Chief Executive Officer has the fullest powers to act in thename of Crédit Agricole S. A. in all circumstances and to representthe Bank with respect to third parties. He may exercise his authoritywithin the limits of the company’s object and subject to thatauthority expressly reserved for General Meetings of shareholdersand the Board of Directors.Restrictions on the Chief Executive Officer’s powers exercised bythe Board of Directors are described in section 1 above.3 4 – Principles and rulesfor determining the compensationof executive officersOn the recommendation of the Compensation Committee, theBoard approves the principles for determining compensation paidto Executive Officers and Directors of Crédit Agricole S. A., theamount of which appears in the section entitled “Information onExecutive Officers and Directors”.Compensation of the Chairmanof the Board of DirectorsThe fixed component of the compensation paid to the ChiefExecutive Officer of Crédit Agricole S. A. is determined by theBoard, on the Compensation Committee’s recommendation, usinga benchmark drawn up by an outside consultant, by reference tocompensation paid to executives holding similar offices in majorlisted companies. The Board approved this recommendation at itsmeeting of 6 March 2007.The Chairman also receives a bonus to fund his pension. TheCompany also provides accommodation and the use of a car.The amount of the bonus and the value of the housing allowanceappear in the Crédit Agricole S. A. registration document.Crédit Agricole S.A. I Registration d ocument 2007 I 23
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