ourexpertise - Crédit Agricole CIB

CORPORATE GOVERNANCE 2This monitoring notably includes proposals for the determinationof variable compensation budgets, the examination of the impactof the risks and capital requirements on the activities concerned,and an annual review of compliance with rules and professionalstandards for compensation.• Compensation Committee actions in2010The Compensation Committee met on 12 January, 19 February, 8April and 20 August 2010.These meetings were primarily devoted to the following points:• principles for setting the variable compensation with respect to2009 of the Company’s employees and members of ExecutiveManagement, including the overall amount of the budget andthe systems for deferred payment;• compensation of corporate offi cers including the setting of2010 objectives – updates on compensation packages subsequentto the change of Deputy Chief Executive Offi cer; examinationof regulated agreements in this respect;• part of the management report relative to the compensation ofcorporate offi cers for 2009;• review of the compensation of market operators and of thereport required by the French Prudential Supervisory Authoritypresenting information relative to compensation policyand practices within the company; examination of the budgetapplied at the individual level for the largest amounts;• presentation of the proposal for the appointment of a newmember of the Compensation Committee, Mr. Jean-Louis Roveyaz,and of the draft amendments to the Rules of Procedure;• principles for setting the variable compensation with respect to2010 of the Company’s employees and members of ExecutiveManagement, including the overall amount of the budget andthe systems for deferred payment;• compensation of corporate offi cers – updates on compensationpackages subsequent to change of Chief Executive Offi cerand Deputy Chief Executive Offi cer; examination of regulatedagreements in this respect.• Presentation of compensation principlesand rulesEmployees’ variable compensationWithin Crédit Agricole CIB, variable compensation plans tied to individualand collective performance are put in place depending onthe achievement of predefi ned objectives and the entity’s results.The bases for variable compensation are set taking into accountthe risk profi le of activities and all costs including the costs of risk,liquidity and cost of capital. Variable compensation is thus basedon the determination of budgets by activity and whose individualallocation to employees is decided by the managerial line as afunction of an overall assessment of individual and collective performance,consistent with the fi nancial and non-fi nancial objectivesdefi ned individually and collectively.Crédit Agricole Corporate and Investment Bank’s Loyalty programmewas not renewed in 2010. The balance of the bonusesgranted in 2009 and whose initial payment was planned for 2011and 2012 will be paid in full to benefi ciaries in 2011.Implementation of the European Capital RequirementsDirective III (CDR III)The mechanisms for allocating and vesting compensation forrisk-taking employees and control functions and members ofexecutive bodies comply with the provisions of CRBF regulation97-02 as amended by the decree of 13 December 2010 whichtransposes into French law the European Capital RequirementsDirective III (CRD III).This directive refl ects the recommendations of the Financial StabilityCouncil adopted by the G20 member governments at thePittsburgh summit meeting in September 2009 and the commitmentsmade by the banking profession during the 25 August2009 meeting with the French president, which included the activeparticipation of Crédit Agricole S.A. representatives.Transparency principleIn compliance with the ministerial decree of 13 December 2010,Crédit Agricole CIB has committed to:• supply on an annual basis to the French Prudential SupervisoryAuthority a report on the compensation policy for staff as specified in article 43.1 of CRBF regulation 97-02 relative to the compensationof staff whose activities have a signifi cant impact onthe risk profi les of credit institutions and investment companies;• publish on an annual basis the qualitative and quantitativeinformation requested on the compensation of this staff incompliance with article 43.2 of this regulation. The requestedinformation is detailed in a dedicated report, published beforethe 2011 Shareholders’ meeting called to approve the 2010fi nancial statements.Deferred variable compensation for regulated employeesAs from the 2009 compensation year, in accordance with the 5November 2009 professional standards, Crédit Agricole CIB implementeda programme for the deferment of conditional variablecompensation.The application of this principle was renewed and adapted forthe 2010 compensation year in compliance with the decree of 13December 2010 transposing the CRD III directive into French law.Employees’ variable compensation is partially deferred over severalyears and is not defi nitively vested except under certain performanceconditions. At least 50% of this variable compensationis paid in Crédit Agricole S.A. shares or equivalent instruments.Crédit Agricole CIB has extended the mechanism of employees’deferred variable compensation that is not subject to the abovementionedprovisions of CRBF regulation 97-02 in order to beconsistent and in line with the company’s overall performance.Compensation of members of ExecutiveManagementSince 2009 the Board of Directors of Crédit Agricole S.A. hasrefl ected on a new policy for the compensation of the Group’sExecutive Managers which has been proposed to all Groupcompanies.Its objective is to reconcile the demands of an increasinglycompetitive market with the expectations of shareholders,employees and customers so that the Group is able to achieveits ambition to be a leader in the banking market both nationallyand internationally. This policy complies with the corporategovernance recommendations of the AFEP MEDEF (see page 63)and with the decree of 13 December 2010 transposing the CRDIII directive into French law.SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010 41