ourexpertise - Crédit Agricole CIB

CORPORATE GOVERNANCE 2dance with article 13 -paragraph 5- of the Company’s articlesof association and France’s New Economic Regulations Act no.2001-420 of 15 May 2001. The decision followed the shareholders’decision in the May 2002 Shareholders’ meeting to changethe Company from a société anonyme (public limited company)governed by a Supervisory Board and Management Board to asociété anonyme governed by a Board of Directors.The separation of the two functions fully distinguishes betweenthe roles of the CEO and the Chairman of the Board of Directors.The Chairman’s role includes organizing and directing the workdone by the Board of Directors, and ensuring that the Company’sgoverning bodies are operating properly. The separation offunctions also clarifi es the roles of the supervisory body and theexecutive body, and makes them easier to fulfi l. These roles aredefi ned by laws and regulations applicable to the Company, particularlyas regards internal control, including CRBF (Comité de laRéglementation Bancaire et Financière) regulation 97-02.The decision to separate the functions of Chairman and ChiefExecutive Offi cer proved entirely justifi ed in the last three years offi nancial and economic crisis. In 2008, the Chairman and membersof the Board of Directors redefi ned the Company’s strategyin the light of the new challenges, and the Executive Managementset up a new arrangement based on the following principles:• business lines and support functions had to be organised moresimply, to provide better service to customers;• new corporate governance methods were needed to increasecollaboration between business lines and support functions.During 2010, the Executive Management periodically reported tothe Board of Directors on matters relating to the progress of theCompany’s refocusing and development plan, and accordingly onmatters relating to activities and business lines and developmentprojects.General presentation and composition of the Board of DirectorsNumber of directorsThe Company’s Articles of Association state that the Board ofDirectors shall be made up of between six and twenty Directors.At least six of these directors shall be appointed by shareholdersin the General Shareholders’ meeting, and two elected by employees.Number of Directors at 31 December 2010: the Board of Directorsis made up of sixteen Directors (fourteen Directors are appointedby shareholders in the Shareholders’ meeting, and twoDirectors are elected by employees).Terms of office of DirectorsIn accordance with article 9 of the Articles of Association, a Director’sterm of offi ce is three years. The age limit for directors issixty-fi ve, although as an exceptional measure the term of offi ceof a Director who has reached the age limit may be renewed for amaximum of fi ve subsequent one-year periods, provided the totalnumber of Directors aged sixty fi ve or over does not exceed onethirdof the number of directors in offi ce (article 10 of the Articlesof Association).• At 31 December 2010, the expiry dates of Directors’ terms ofoffi ce are staggered as follows:Shareholders’ meeting in: 2011 2012 2013Number of Directors- Directors appointed by shareholdersin the Shareholders’meeting- Directors elected by employees(1) One term of offi ce could be renewed for a period of one year in accordance witharticle 10 of the Articles of Association, as mentioned above.(2) Two terms of offi ce could be renewed for a period of one year in accordance witharticle 10 of the Articles of Association, as mentioned above.8 (1)Composition of the Board of Directors Changes in the composition of the Board during 2010:Jean-Paul Chiffl et was appointed Chairman of the Board on 23February 2010 to replace Georges Pauget.23 (2)-7 (2)-The appointments and resignations which occurred during 2010are as follows:• Resignation of Pierre Bru, Jean-Dominique Comolli, Jean-Frédéricde Leusse, Bernard Lolliot and Georges Pauget as directorsand Mr. Moulard as non-voting Director;• End of Jean-Marie Sander’s term of offi ce as director, with norenewal;• appointment of:DirectorssincePhilippe Brassac 23 February 2010Jean-Yves Hocher 23 February 2010François Thibault 11 May 2010Jean-Louis Roveyaz 11 May 2010Marc Deschamps 9 November 2010Jean-Yves Hocher, who was appointed as Chief Executive Offi cerby the Board of Directors in its meeting of 1 December 2010,resigned in his function of Director at the same date. Composition of the Board at 31 December 2010:MM. Jean-Paul Chiffl et (Chairman)Edmond AlphandéryPhilippe BrassacFrank DangeardMarcDeschampsJean-Frédéric Dreyfus (*)Philippe GeslinFrançois ImbaultMarc Kyriacou (*)Jean Le VourchFrançois MacéDidier MartinJean PhilippeJean-Louis RoveyazFrançois ThibaultFrançois Veverka(*)Director representing employeesIn 2010, the average age of directors was 58.SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010 37