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2CORPORATE GOVERNANCEGroup’s Executive Managers has an annual fi xed component anda variable component based for half on economic and for theother half on non-economic objectives (managerial, customersatisfaction and corporate value creation objectives). Compensation of Jean-Yves Hocher, Chief ExecutiveOfficerJean-Yves Hocher was appointed Crédit Agricole CIB Chief ExecutiveOffi cer on 1 December 2010, he supervises Fixed IncomeMarkets and Equity Brokerage & Derivatives business lines as wellas the following support functions: Global Internal Audit, GlobalCompliance and Communication.• The fi xed component of Mr. Hocher’s compensation is set withreference to market practice for CEO compensation.• In 2010, the variable component was based on two sets ofcriteria:- quantitative criteria: assigned a weight of 50%- qualitative criteria: assigned a weight of 50%. Compensation of Pierre Cambefort, Deputy CEOHis scope has evolved due to changes within the ExecutiveManagement team. Until 30 November 2010, he supervised theTransaction & Commercial Banking and Distressed Assets departmentsand the following support functions: Risk Managementand Permanent Controls, Finance, Credit Portfolio Management,Corporate Secretary, Legal and Global IT & Operations. Since 1December 2010, he has supervised Structured Finance, Transaction& Commercial Banking, Distressed Assets, Coverage &Investment Bank and the international network.• The fi xed portion of Mr. Cambefort’s compensation is set withreference to market practice for Deputy CEO compensation.• In 2010, the variable component was based on two sets ofcriteria:- quantitative criteria: assigned a weight of 50%- qualitative criteria: assigned a weight of 50%. Compensation of Francis Canterini, Deputy CEOAppointed Crédit Agricole CIB Deputy Chief Executive Offi cer on1 December 2010, he supervises the following support functions:Risk Management and Permanent Controls, Finance, CreditPortfolio Management, Human Resources, Corporate Secretary,Legal and Global IT & Operations.• The fi xed portion of Mr. Canterini’s compensation is set withreference to market practice for Deputy CEO compensation.• In 2010, the variable component was based on two sets ofcriteria:- quantitative criteria: assigned a weight of 50%- qualitative criteria: assigned a weight of 50%.Other informationUnder the terms of the offi ces that they hold at Crédit AgricoleCIB, Mr. Jean Yves Hocher, Mr. Francis Canterini and Mr. PierreCambefort:• do not benefi t from any severance pay that is due or may be duein the event of the cessation or change of functions;• do not benefi t from special pension and provident plans. Mr.Jean-Paul Chifflet, the Chairman of the Board of Directors ofCrédit Agricole CIB, Mr. Jean-Yves Hocher, Chief Executive Offi -cer, and Mr. Pierre Cambefort and Mr. Francis Canterini, DeputyChief Executive Offi cers, nonetheless retain the benefi t of thedefi ned-benefi t pension plan of the executive managers of theCrédit Agricole Group that is complementary to mandatory collectivepension and provident plans.At 31 December 2010 the corporate offi cers were not benefi ciariesof the Crédit Agricole CIB Loyalty programme.Jean-Paul Chiffl et, with respect to his offi ce as Crédit AgricoleS.A. CEO, benefi ts from a commitment to a severance paymentby Crédit Agricole S.A., under the conditions approved by theShareholders’ meeting.If the term of offi ce of Jean-Yves Hocher as Crédit Agricole S.A.Deputy CEO was terminated, his employment contract will bereactivated under the conditions approved by the Shareholders’meeting.Stock options ( grant or exercise) – PerformancesharesDuring 2010, no stock options and no performance shares weregranted to corporate offi cers with respect to their terms of offi cein Crédit Agricole CIB.Distribution of attendance fees paid to directors in2010The Crédit Agricole Corporate and Investment Bank OrdinaryShareholders’ meeting set the attendance fees allocated annuallyto a maximum amount of 600,000 euros.Attendance fees are distributed among Directors on thebasis of their attendance at Board meetings and at Audit andCompensation Committee meetings, and a fi xed sum is paid tothe Chairman of the Board. Attendance fees are set according tothe following rules:• the amount of attendance fees paid by the Company toMembers of the Board of Directors is calculated according totheir attendance at Board meetings (€3,000 per meeting);• members of the Compensation Committee and the AuditCommittee receive an annual fee for their participation in theseCommittees (€4,000 and €15,000 respectively);• members of the Audit Committee receive an additional fee of€3,000 per person per meeting attended, with an annual limit of€15,000 per member;an annual fee of €20,000 is paid to the Chairman of the Board ofDirectors in consideration for holding this offi ce.Retirement bonuses for Crédit Agricole S.A.’s DeputyChief Executive OfficersMr. Jean-Yves Hocher benefi ts from the retirement bonus planprovided for all employees in accordance with the Crédit AgricoleS.A. collective bargaining agreement, whose amount may equalsix months of fi xed salary plus variable compensation limited to4.5% of the fi xed salary.42SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010
CORPORATE GOVERNANCE 2Additional informationDetails on all components of compensation paid to corporateoffi cers are provided in this « Governance and Internal Control«chapter, on pages 57 to 76.Audit Committee• General presentation and compositionof the Audit CommitteePursuant to the Rules of Procedure, the Committee meetsas often as it is necessary and at least once every six months.Meetings shall be called by the Committee Chairman or by theChairman of the Board of Directors. In 2010 the Committee met5 times.Assignment of the Audit CommitteeThe role of the Audit Committee as defi ned in the Rules of Procedurewas clarifi ed in 2009 in the light of changes in the relevantprovisions of CRBF Regulation 97-02, inter alia.The Audit Committee has the task of examining and monitoringthe internal control and risk management system, to monitor anyevent of fraud, or any other event whether or not detected byinternal control procedures in accordance with the criteria andsignifi cance thresholds defi ned by the Board, to monitor the workdone by the statutory auditors and internal control teams, to monitorthe process for preparing fi nancial information, to assess therelevance of accounting information, to examine drafts of annualand half-year parent-company and consolidated fi nancial statements,to advise on the renewal or appointment of the statutoryauditors and to examine any questions of a fi nancial or accountingnature referred to it by the Chairman or the CEO. It can makerecommendations on these matters and can also instruct theChief Executive Offi cer to organise internal or independent audits,after informing the Chairman of the Board of Directors. The Chairmanof the Audit Committee has the task of presenting summariesof the Committee’s work to the Board of Directors.ChangesDuring the meeting of 22 February 2011, the Rules of Procedurehave been amended by the Board of Directors in accordance withCRBF regulation n°97-02. These details concern in particular theduties of the Committee to monitor the risk management policy,procedures and systems. It also concerns the name change ofthe Audit Committee into Audit and Risks Committee.Composition of the Audit CommitteeThe Board of Directors’ Rules of Procedure state that the AuditCommittee shall consist of at least four people, appointed by theBoard of Directors from among the voting and non-voting directors,for their full term of offi ce, and shall contain at least twomembers who have no other ties to the Credit Agricole Group.All the members of the Audit Committee have accounting, fi nancialand banking knowledge. Changes in the composition of the Committee in 2010Mr. Moulard, non-voting Director and Chairman of the Audit Committeesince 1 April 2004, resigned on 11 May 2010. FrançoisVeverka was appointed by the Board of Directors to replace himas Chairman of the Audit Committee.In 2010:• resignation of Jean-Frédéric de Leusse and Bernard Lolliot,• appointment of Jean-Yves Hocher on 24 August 2010 andFrançois Macé on 9 November 2010,• resignation of Jean-Yves Hocher from his offi ce as Director andmember of the Audit Committee during the Board of Directors’meeting of 1 December 2010. The function of member of theAudit Committee is not compatible with his new offi ce as ChiefExecutive Offi cer. Composition of the Audit Committee at 31 December2010The Committee is made up of 5 members:• François Veverka, appointed independent director on 13 May2009 and Chairman of the Committee on 11 May 2010;• Edmond Alphandéry, independent director, and Philippe Geslinwere appointed on September 2002;• Jean Philippe appointed on 14 May 2008;• François Macé appointed on 9 November 2010.• Activities and functioning of the AuditCommittee in 2010The Audit Committee met on 18 February, 20 April, 10 May, 23August and 8 November 2010. The attendance rate for the AuditCommittee was more than 90% in 2010.The Committee examined the annual, half-yearly and quarterlyconsolidated fi nancial statements before presenting them to theBoard.The following items were also included on the Committee’sagenda:• 2010 budget;• presentation of business activities and discontinuing activitiesunder the refocusing and development plan;• the report of the Chairman of the Board of Directors to theannual general meeting of May 2010;• presentation of the audit plan;• follow-up on periodic control recommendations;• half-yearly information on internal control;• liquidity situation;• and regular updates on internal control and risks relative to:- periodic control assignments and their summaries,- the risk situation (in particular annual and half-yearly),- compliance.The Committee also examined reports relating to 2009: thereport on internal control and the report on risk measurementand supervision presented to the French Prudential SupervisoryAuthority.The Statutory Auditors presented to the Audit Committee theresults of their work when examining the fi nancial statements.They met with Executive Management, the Chief Financial Offi cerand the Deputy CFO, along with various persons in chargeof internal control (periodic control, Risk Management andPermanent Controls and compliance).Between meetings the Chairman of the Audit Committee met withmembers of Executive Management, the main heads of fi nancialmanagement, risks, compliance and internal audit as well as withthe Statutory Auditors. He thus took note of some 30 InternalSHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010 43
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