ourexpertise - Crédit Agricole CIB

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