ourexpertise - Crédit Agricole CIB

More documents

Recommendations

Info

2CORPORATE GOVERNANCE Independent Directors within the Board with respect toAFEP/MEDEF recommendationsAt the beginning of 2010, based on the criteria set out in theAFEP/MEDEF report, the Board of Directors determined fi ve independentDirectors. Because of the resignation of Jean-DominiqueComolli on 24 August 2010, there were four independent Directorsat 31 December 2010: Mr. Alphandéry, Mr. Dangeard, Mr.Martin and Mr. Veverka.The recommended proportion of independent Directors on theBoard of Directors is one-third for companies majority-ownedby one shareholder. The Company is more than 97%-owned byCrédit Agricole S.A. and slightly under one-third of its directorsare independent directors during 2010. This divergence fromthe AFEP/MEDEF recommendations refl ects the Crédit AgricoleGroup’s desire that the Chairmen or CEOs of Crédit Agricole’sRegional Banks be represented on the Board of Directors of someCrédit Agricole S.A. subsidiaries.31 December 2010 Criterion (1) Criterion (2) Criterion (3) Criterion (4) Criterion (5) (6)Criterion(7) (a) b)Mr. Alphandéry X X X X X X Not applicableMr. Dangeard X X X X X X Not applicableMr. Martin X X X X X X Not applicable(a)– Mr. Veverka is alsoMr. Veverka - (a) an Independent DirectorX X X X Xon the Board of CréditAgricole S.A.(1) Is not, and has not been in the last fi ve years, an employee or corporate offi cer of the company, an employee or corporate offi cer of the parent company orof a company that consolidates the company.(2) Is not a corporate offi cer of a company in which the company, directly or indirectly, acts as a director or in which an employee designated as such or acorporate offi cer of the company (currently or in the last fi ve years) is a director.(3) Is not a signifi cant client, supplier, corporate banker or investment banker:- for the company or its group,- or whose activities consist signifi cantly of business with the company or its group.(4) Has no close family relationship with a corporate offi cer.(5) Has not been an auditor of the company in the last fi ve years.(6) Has not been a director of the company for more than 12 years.(7) a/ Directors representing major shareholders of the company or of the parent company may be considered independent if they do not take part in the controlof the company. If the shareholder owns more than 10% of the capital or voting rights, the Board of Directors, based on a report by the appointmentscommittee, shall systematically investigate the director’s independence taking into account the company’s ownership structure and the existence of apotential confl ict of interest.b/ The Board of Directors may take the view that a director who fulfi ls the criteria below should not be deemed independent because of his/her particularsituation or that of the company, given the company’s ownership structure or for any other reason. Conversely, the Board may take the view that a directorwho does not fulfi l the criteria below is nevertheless independent.Recent change in the composition of the BoardDuring 2011, the Board of Directors will review its composition onthe basis of the changes of recommendations and regulations.Shares held by directorsDirectors must own at least one share each in the company, inaccordance with the provisions of the articles of association.Operation of the Board of DirectorsCalling Board meetings and frequency of BoardmeetingsThe Articles of Association state that the Board shall meet wheneverthe interests of the Company so require and that meetingsshall be called by the Chairman or by any person authorised to doso by the Board of Directors. If the Board has not met for morethan two months, the Chairman may be asked by at least onethird of the Board members to call a meeting in order to considera predetermined agenda. In 2010, the Board of Directors metsix times, including fi ve times in accordance with the scheduledagenda and once on 1 December 2010.Powers of the Board of DirectorsThe powers of the Board, as defi ned in article L.225-35 of theFrench Commercial Code, are set out in the Board’s Rules ofProcedure. Under the duties given to it by law and taking intoaccount the powers granted to the Executive Management, theBoard of Directors defi nes the Company’s strategies and generalpolicies, and approves – on the basis of proposals by the ChiefExecutive Offi cer and/or the Deputy Chief Executive Offi cers, asapplicable - the means, structures and plans designed to implementthe strategies and general policies it has defi ned. The Boardmakes decisions on all matters concerning the governance of theCompany referred to it by the Chairman and the Chief ExecutiveOffi cer as well as on issues concerning fi xed and variable compensationsubmitted by the Compensation Committee.In addition to the aforementioned powers and those conferredupon it by law, the Board of Directors takes decisions, on thebasis of proposals by the Chief Executive Offi cer and/or any of theDeputy Chief Executive Offi cers:• on any transaction involving:- the creation, acquisition or sale of any subsidiaries or holdings;- the opening or closure of any branches abroad;38SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010
CORPORATE GOVERNANCE 2- the acquisition, disposal, exchange or transfer of businessassetsliable to result in an investment or divestment in excess of €50million;• or the provision of security to guarantee the Company’scommitments (including those not relating to transactions onthe fi nancial markets), when the security concerns Companyassets with a value of more than €50 million.The Board also approves proposals by the Chief Executive Offi ceror Deputy Chief Executive Offi cers relating to the purchase or saleof real estate made in the name or on behalf of the Company,when the amount involved exceeds €30 million.Board referral, information and interventionproceduresIn order to enable the Board Secretary to prepare the Board ofDirectors meetings, a Company internal directive describes theBoard’s conditions and methods of intervention. This directive thusprovides for the conditions under which head offi ce departmentsand branches must communicate with the Secretary within theframework of the calendar of Board meetings, the points thatmay be added to the draft agendas of the meetings and theinformation documents required. This directive also specifi es,depending on the type of information or decision, the process forimplementing the decisions of a predominantly legal nature andthe elements of their content (in particular summary descriptionsof transactions; the amounts at stake for the Company andthe Group; advantages and prospects within the framework ofthe Company’s and the Group’s strategy, and the text of theproposed resolution). The draft agenda is then sent for approvalto the Chairman of the Board of Directors.The Board of Directors’ rules of procedure were updated in 2010with respect to the role of the Compensation Committee pursuantto the amendments to CRBF regulation no. 97-07 having to dowith referrals to the Board of Directors and the CompensationCommittee (presentation of these amendments on page 33).The Rules of Procedure were completed on this occasion bya reminder of the corporate governance principles and bestpractices that enhance the quality of the work of the Board ofDirectors, and in particular in obtaining the information neededfor a useful intervention of the Directors on the subjects includedon the agenda, the confi dentiality obligation and obligations andrecommendations relative to privileged information.« Regulated« related-party agreements: In accordance witharticles L. 225-38 and seq. of the Code de Commerce, the Boardof Directors:• authorises « regulated« related-party agreements prior to theirsignature; the Directors and Managers concerned by the agreementdo not take part in the voting; these agreements are thesubject of a special report drawn up by the independent Auditorsand provided to shareholders in the annual Shareholders’meeting;• takes note of the nature and purpose of other « unregulated« agreements – material agreements concerning « day to daybusiness operations entered into under normal conditions « –which are also sent to the statutory auditors and made availableto shareholders in the Shareholders’ meeting.Information relating to these agreements and to those enteredinto before 2010 that continued to have an effect in 2010, wassent to the Statutory Auditors, who will present their special reportto the shareholders at the Shareholders’ meeting. This report isprovided in page 258.Activities of the Board of Directors during 2010The Board of Directors met fi ve times during 2010: on 14 January,23 February, 11 May, 24 August and 9 November 2010, inaccordance with the agreed timetable, as well as on 1 December2010.Prior to each meeting, documentation was sent to Directors asearly as possible to ensure that they were properly informed. Foralmost all items on the agenda of Board Meetings, supportingdocumentation is distributed, if possible, several days before themeeting.Meetings dealt mainly with the following subjects:• annual, half-yearly and quarterly fi nancial statements;• the annual budget – the half-year fi nancial report – the parentcompanybalance sheet - fi nancial report/management reportincluded in the shelf-registration document – the Chairman’sreport to the Shareholders’ meeting;• reports on work done by the Audit Committee;• opinions from the Statutory Auditors;• main risk and exposure limits - risk situation at 30 June and 31December - 2009 annual report on internal control and 2009report by the person in charge of compliance for investmentservices - status reports on compliance and internal compliancecontrol - information on the appointment of the Head of RiskDivision according to CRBF regulation ; recommendations onperiodic Control;• regular status reports on the refocusing and development planand, in this respect, follow-up on activities and business linesas well as on development projects and discontinuing activities;• presentation of the correspondence with the regulatory authorities;• composition of the Board of Directors and of its committees– composition of Executive Management (departures and appointmentsin 2010);• minutes of the meetings of the Compensation Committee;• variable compensation principles and budgets for the Company’semployees; the report required by the French PrudentialSupervisory Authority presenting the information relative tocompensation policy and practices within the Company;• compensation of members of Executive Management;• delegations of powers, particularly as regards bond issues;• approval of regulated agreements - the list of « unregulated«material agreements;• amendments to the Board Rules of Procedure in the light of thenew provisions of CRBF regulation 97-02 (specifying the role ofthe Compensation Committee).Assessment of the Board of Directors’ performanceWithin the framework of the assessment of the Board’s performance,the meetings of the Board in November 2009 and November2010 were provided with a document summarising themain subjects dealt with at the Board meetings held respectivelyin 2009 and 2010, as well as certain aspects of the Board’s organisation.In 2010, the principles and recommendations relative tothe proper functioning of the Board were incorporated into theprovisions of its Rules of Procedure.Since the company’s share capital is more than 97%-owned by amajority shareholder, there was no additional formal assessmentsuch as that recommended by the AFEP/MEDEF code which recommendsperforming an assessment at least every three years.The Board of Directors follows the corporate governance recommendationsadopted within the Crédit Agricole Group.SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010 39
Page 6: CONTENTSPRESENTATION OF CRÉDIT AGR
Page 9 and 10: PRESENTATION OF CRÉDIT AGRICOLE CI
Page 12 and 13: 1PRESENTATION OF CRÉDIT AGRICOLE C
Page 37 and 38: CORPORATEGOVERNANCECHAIRMAN OF THE
Page 39: CORPORATE GOVERNANCE 2dance with ar
Page 43 and 44: CORPORATE GOVERNANCE 2This monitori
Page 45 and 46: CORPORATE GOVERNANCE 2Additional in
Page 47 and 48: CORPORATE GOVERNANCE 2Attendance at
Page 49 and 50: CORPORATE GOVERNANCE 2Organisation
Page 51 and 52: CORPORATE GOVERNANCE 2Second-degree
Page 53 and 54: CORPORATE GOVERNANCE 2Outsourced Es
Page 55 and 56: CORPORATE GOVERNANCE 2The major ach
Page 57: CORPORATE GOVERNANCE 2Half-yearly f
Page 60 and 61: 2CORPORATE GOVERNANCEThe Crédit Ag
Page 63 and 64: CORPORATE GOVERNANCE 2 Summary of A
Page 65 and 66: CORPORATE GOVERNANCE 2Options to su
Page 67 and 68: CORPORATE GOVERNANCE 2Pierre CAMBEF
Page 69 and 70: CORPORATE GOVERNANCE 2Edmond ALPHAN
Page 71 and 72: CORPORATE GOVERNANCE 2Jean-Frédér
Page 73 and 74: CORPORATE GOVERNANCE 2Jean LE VOURC
Page 75 and 76: CORPORATE GOVERNANCE 2Jean PHILIPPE
Page 77 and 78: CORPORATE GOVERNANCE 2François VEV
Page 79 and 80: 2010MANAGEMENT REPORTCRÉDIT AGRICO
Page 81 and 82: 2010 MANAGEMENT REPORT 3• Corpora
Page 83 and 84: 2010 MANAGEMENT REPORT 3• BUSINES
Page 85 and 86: 2010 MANAGEMENT REPORT 3Discontinui
Page 87 and 88: 2010 MANAGEMENT REPORT 3• CONSOLI
Page 89 and 90: 2010 MANAGEMENT REPORT 3• RECENT
Page 91 and 92:
2010 MANAGEMENT REPORT 3• Securit
Page 93 and 94:
2010 MANAGEMENT REPORT 3• FIVE-YE
Page 95 and 96:
2010 MANAGEMENT REPORT 3• INFORMA
Page 97 and 98:
2010 MANAGEMENT REPORT 3Operational
Page 99 and 100:
2010 MANAGEMENT REPORT 3• Credit
Page 101 and 102:
2010 MANAGEMENT REPORT 3repurchase
Page 103 and 104:
2010 MANAGEMENT REPORT 3The sensiti
Page 105:
2010 MANAGEMENT REPORT 3• Collect
Page 108 and 109:
32010 MANAGEMENT REPORTVaR fi gures
Page 110 and 111:
32010 MANAGEMENT REPORT• SENSITIV
Page 112 and 113:
32010 MANAGEMENT REPORTBreakdown of
Page 114 and 115:
32010 MANAGEMENT REPORTBreakdown by
Page 116 and 117:
32010 MANAGEMENT REPORT• ASSET AN
Page 118 and 119:
32010 MANAGEMENT REPORTtions regard
Page 120 and 121:
32010 MANAGEMENT REPORTRate and cha
Page 122 and 123:
32010 MANAGEMENT REPORTMain initiat
Page 124 and 125:
32010 MANAGEMENT REPORT PILLAR 3 OF
Page 126 and 127:
32010 MANAGEMENT REPORT• CAPITAL,
Page 128 and 129:
32010 MANAGEMENT REPORT• Credit r
Page 130 and 131:
32010 MANAGEMENT REPORT• The « R
Page 132 and 133:
32010 MANAGEMENT REPORT• Geograph
Page 134 and 135:
32010 MANAGEMENT REPORT• Quality
Page 136 and 137:
32010 MANAGEMENT REPORTCredit risk
Page 138 and 139:
32010 MANAGEMENT REPORTTraditional
Page 140 and 141:
32010 MANAGEMENT REPORT• OPERATIO
Page 142 and 143:
4CONSOLIDATED FINANCIAL STATEMENTST
Page 144 and 145:
4CONSOLIDATED FINANCIAL STATEMENTS
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
4CONSOLIDATED FINANCIAL STATEMENTSF
Page 154 and 155:
4CONSOLIDATED FINANCIAL STATEMENTSF
Page 156 and 157:
4CONSOLIDATED FINANCIAL STATEMENTSP
Page 158 and 159:
Page 160 and 161:
Page 162 and 163:
4CONSOLIDATED FINANCIAL STATEMENTS1
Page 164 and 165:
Page 166 and 167:
Page 168 and 169:
Page 170 and 171:
4CONSOLIDATED FINANCIAL STATEMENTSC
Page 172 and 173:
Page 174 and 175:
Page 176 and 177:
4CONSOLIDATED FINANCIAL STATEMENTSC
Page 178 and 179:
4CONSOLIDATED FINANCIAL STATEMENTSD
Page 180 and 181:
Page 182 and 183:
Page 184 and 185:
Page 186 and 187:
Page 188 and 189:
Page 190 and 191:
Page 192 and 193:
Page 194 and 195:
Page 196 and 197:
4CONSOLIDATED FINANCIAL STATEMENTSN
Page 198 and 199:
Page 200 and 201:
4CONSOLIDATED FINANCIAL STATEMENTSN
Page 202 and 203:
Page 204 and 205:
Page 206 and 207:
Page 208 and 209:
Page 210 and 211:
4CONSOLIDATED FINANCIAL STATEMENTSG
Page 212 and 213:
4CONSOLIDATED FINANCIAL STATEMENTSS
Page 214 and 215:
Page 216 and 217:
214SHELF-REGISTRATION DOCUMENT CRÉ
Page 218 and 219:
5PARENT-COMPANY STATEMENTS CRÉDIT
Page 220 and 221:
5PARENT-COMPANY STATEMENTS• LIABI
Page 222 and 223:
5PARENT-COMPANY STATEMENTS NOTES TO
Page 224 and 225:
5PARENT-COMPANY STATEMENTSThey are
Page 226 and 227:
5PARENT-COMPANY STATEMENTSSecuritie
Page 228 and 229:
5PARENT-COMPANY STATEMENTSUp-front
Page 230 and 231:
5PARENT-COMPANY STATEMENTS• NOTE
Page 232 and 233:
5PARENT-COMPANY STATEMENTS3.4 Analy
Page 234 and 235:
5PARENT-COMPANY STATEMENTS• Incom
Page 236 and 237:
Page 238 and 239:
Page 240 and 241:
5PARENT-COMPANY STATEMENTS10.2 Anal
Page 242 and 243:
Page 244 and 245:
Page 246 and 247:
5PARENT-COMPANY STATEMENTS18.3 Forw
Page 248 and 249:
Page 250 and 251:
Page 252 and 253:
5PARENT-COMPANY STATEMENTS AUDITORS
Page 254 and 255:
252SHELF-REGISTRATION DOCUMENT CRÉ
Page 256 and 257:
6GENERAL INFORMATION INFORMATION AB
Page 258 and 259:
6GENERAL INFORMATION• Documents f
Page 260 and 261:
6GENERAL INFORMATION STATUTORY AUDI
Page 262 and 263:
6GENERAL INFORMATIONTERMS AND CONDI
Page 264 and 265:
6GENERAL INFORMATION3. INDEMNITY AG
Page 266 and 267:
6GENERAL INFORMATION• STATUTORY A
Page 268 and 269:
6GENERAL INFORMATIONRegulated infor
Page 270:
This shelf-registration is availabl
show all

ourexpertise - Crédit Agricole CIB

Create successful ePaper yourself

Delete template?

Save as template?