ourexpertise - Crédit Agricole CIB

2CORPORATE GOVERNANCEThe meeting attendance rate of the members of the Board ofDirectors was around 94% in 2010.Presentations of the Company’s business lines andsectors to DirectorsStarting in the second half of 2009, the Executive Managementproposed that members of the Board of Directors be invited toattend special presentations of the Company’s business lines(« Business Line monographs«) so that they can learn more aboutthese activities and how they are organised and meet key peoplein the business lines. The fi rst such meetings involved presentationsby the business line management teams of fi nancing activitiesand capital markets and investment banking activities. It wascompleted by presentations of support functions.These presentations offer a way for the Directors to learn moreabout the Company, its special attributes, its business lines andbusiness sectors.Specifi c Committees and compensation principles and rulesThe Board of Directors, when preparing its Rules of Procedurein 2002, set up an Audit Committee and a Compensation Committee,and outlined their composition, operating procedures andduties in those Rules of Procedure.The members of these committees are appointed by the Boardof Directors in accordance with its Rules of Procedure. Appointmentproposals are examined directly by the Board of Directorsas part of corporate governance discussions within Crédit AgricoleGroup entities.Compensation Committee• General presentation and compositionof the Compensation CommitteeThe Compensation Committee meets as and when required, andat the request of the Chairman of the Board of Directors.The Committee met four times in 2010.Responsibilities of the Compensation CommitteeThe Compensation Committee is principally responsible forissuing recommendations prior to decisions submitted for theapproval of the Board of Directors.Its recommendations concern the ordinary and special compensationas provided for in the Articles of Association that is paidto the members of the Board of Directors and its Chairman, aswell as the compensation, benefi ts in kind and pecuniary rightsgranted to the Chief Executive Offi cer and the Deputy Chief ExecutiveOffi cers. Elements relative to the compensation of the corporateoffi cers mentioned in the management report are part ofits responsibility.The Committee’s responsibilities were extended in 2009 and2010 further to the amendments to CRBF regulation no. 97-02;these amendments were taken into account in the Rules of Procedureof the Board of Directors which decided that:• the Committee’s recommendations also bear on the principlesgoverning the variable compensation of Company employees(composition, base, form and date of payment) as well as onthe amount of the budget attributed within the framework ofthis compensation,• the Committee:- proceed with the examination of the application of the budgetat individual level for the signifi cant amounts;- report to the Board of Directors its annual review of compensationpolicy, as well as the verifi cation of its compliance withthe CRBF regulation no. 97-02 and its consistency with theapplicable professional standards.Composition of the Compensation CommitteeThe Rules of Procedure state in particular that at least half ofthe Compensation Committee shall be made up of independentmembers, competent to analyse policies and practices in termsof compensation.The Chairman of the Committee is appointed by the Board ofDirectors. Changes in the composition during 2010Georges Pauget, Chairman of the Compensation Committee until23 February 2010, was replaced by Jean-Paul Chiffl et, Chairmanof the Board of Directors, in his functions as CEO of the majorityshareholder. During 2010, Pierre Bru resigned from his offi cewithin the Board of Directors, Frank Dangeard and Jean-LouisRoveyaz were appointed members of the Committee on 14January 2010 and 11 May 2010 respectively. Composition of the Compensation Committee at31 December 2010At 31 December 2010, the Compensation Committee is made upof four Directors from the Board of Directors:- Jean-Paul Chiffl et, Chairman, appointed on 23 February 2010;- Frank Dangeard, independent Director, appointed on 14 January2010.- Didier Martin, independent Director, appointed on 4 September2002,- Jean-Louis Roveyaz, appointed on 24 August 2010.This committee is chaired by the Chairman of the Board ofDirectors and comprises four members, two have the status ofindependent Directors.Within the framework of the harmonisation of the compensationpolicies of the Crédit Agricole S.A. Group, the head of GroupHuman Resources is invited to attend the CompensationCommittee meetings. In fact, the overall monitoring of thecompensation policy applicable to all Crédit Agricole S.A. Groupentities has been carried out since 2010 within Crédit Agricole S.A.40SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010