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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 2008The Board did not grant the Chairman any stock options under theCrédit Agricole S. A. stock option plans approved by the Board, asauthorised by the General Meeting.Compensation of the Chief Executive Officerand Deputy Chief Executive OfficersThe principles described below pertaining to the variablecompensation of the Chief Executive Officer and Deputy ChiefExecutive Officer, who is also in charge of Calyon, were approvedby the Board in March 2007 and apply to variable compensationpayable to the Executive Officers in 2008 in respect of 2007.The fixed and variable compensation paid to the Deputy ChiefExecutive Officers appointed by the Board, on the recommendationof the Appointments and Governance Committee, as from1 September 2007, was determined by the Board at its meetings of29 August 2007 and 4 March 2008.COMPENSATION OF THE CHIEF EXECUTIVE OFFICERThe fixed component of the Chief Executive Officer’s compensationis determined by reference to market practices, using a benchmarkrecommended by the Compensation Committee.The variable component, which is capped, is based on two setsof criteria:• quantitative criteria, assigned a weighting of 40% for 2007,reflecting changes in Crédit Agricole S. A. financial performanceindicators, including the change in Crédit Agricole S. A.’s netbanking income (with a weighting of 12%) and earnings per share(with a weighting of 28%);• qualitative criteria, assigned a weighting of 60% for 2007,reflecting: i) the design of the Group’s new development planand its international expansion; and ii) the assimilation of foreignacquisitions and the continued implementation of the corporatestrategic plan and the system for managing senior executives.For the quantitative criteria, the Chief Executive Officer’sperformance is assessed by comparing results achieved with thetargets defined by the Board for each indicator . For the qualitativecriteria, overall performance is assessed.The bonus is based on a target value of 100%, up to a maximumof 120%.The Chief Executive Officer has the use of a company car. He doesnot have the use of company accommodation.The Chief Executive Officer is not eligible for any special pensionbenefits approved by the Board. He is covered by the supplementalpension plan established for the Group’s key executives, whichcannot be individualised, and the general characteristics of whichare described in the registration document.COMPENSATION OF THE DEPUTY CHIEF EXECUTIVEOFFICER OF CRÉDIT AGRICOLE S. A., WHO IS ALSOIN CHARGE OF CALYONThe fixed and variable compensation of the Deputy Chief ExecutiveOfficer in charge of Calyon is determined by Calyon’s Board, onthe recommendation of Calyon’s Compensation Committee, afterreview by Crédit Agricole S. A.’s Compensation Committee. Thiscompensation is submitted to the Crédit Agricole S. A. Board ofDirectors for review.The fixed component of the Deputy Chief Executive Officer’scompensation is determined by reference to market practice fordeputy chief executive officers.The variable component, which is capped, is based on two setsof criteria:• quantitative criteria, assigned a weighting of 70% in respect of2007 and reflecting:• changes in Crédit Agricole S. A. financial performance indicators(with a weighting of 21%), which are identical to those appliedto the Chief Executive Officer of Crédit Agricole S. A.: change inCrédit Agricole S. A.’s net banking income (with a weighting of7%) and earnings per share (with a weighting of 14%),• the change in an indicator of Calyon’s financial performance,based on GOI after risk-related costs, with a weighting of 49%;• qualitative criteria, assigned a weighting of 30% for 2007 andfocused on cooperation among business lines in France andabroad, cooperation with retail banking in France, managing theCalyon executive teams, participation in managing the Group’sexecutive resources, and progress in implementing the corporatestrategic plan.The Deputy Chief Executive Officer’s performance is assessedusing the same criteria as for the Chief Executive Officer.The amount of the bonus is based on a target value of 100%, up toa maximum of 150%.In addition to the performance evaluation based on meetingthe above criteria, the Board may grant additional variablecompensation, in the form of an exceptional bonus, as a functionof Calyon’s overall performance.At its meeting of 17 July 2007, the Board of Directors duly notedthe resignation of the Deputy Chief Executive Officer in chargeof Calyon from his office as Deputy Chief Executive Officer ofCrédit Agricole S. A., effective as of 1 September 2007.At its meeting of 29 August 2007, the Board of Directors ofCrédit Agricole S. A. appointed two new Deputy Chief ExecutiveOfficers.The fixed component of compensation paid to the Deputy ChiefExecutive Officer in charge of French retail banking and GroupMarketing Strategy and of the Deputy Chief Executive Officer incharge of International Development was determined by referenceto market practice for Deputy Chief Executive officers.24 I Crédit Agricole S.A. I Registration d ocument 2007