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2CORPORATE GOVERNANCEThe Crédit Agricole Corporate and Investment Bank Shareholders’meeting set the maximum amount of attendance fees allocatedannually at €600,000.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 to the following rules:• the amount of attendance fees paid by Crédit Agricole CIB 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 Boardof Directors.• Attendance fees paid by the Company in 2010 to Directors whose term of offi ce expiredduring the yearAttendance fees paid by Crédit Agricole S.A. to Directors with respect to their terms of offi ce in this company are also stated.in €End of the termof officeAttendance fees paidby Crédit Agricole CIBAttendance fees paidby Crédit AgricoleS.A. (2)Georges PAUGET, Chairmanof the Board of Directors23 February 2010 6,000 6,000 39,000Pierre BRU 11 May 2010 7,000 21,450 28,450 63,550Jean-Dominique COMOLLI 24 August 2010 12,000 12,000 15,000Jean-Frédéric DE LEUSSE 23 February 2010 21,000 21,000 23,500Jean-Yves HOCHER (1) 1 December 2010 15,000 15,000Bernard LOLLIOT 24 August 2010 39,000 39,000 30,000Jean-Marie SANDER 11 May 2010 6,000 45,100 51,100 79,350Henri MOULARD, non-votingDirector11 May 2010 33,000 20,350 53,350 75,400(1)Mr. Hocher, director from 23 February 2010 to 1 December 2010, has served as Chief Executive Offi cer from 1 December 2010.(2)Meetings of the Crédit Agricole S.A. Board of Directors give rise to the payment of a fee of €3,300 per meeting for each Director and €2,750 per meeting forthe non-voting director, allocated according to their actual attendance at meetings. Additional fees were paid to members of the Committees according totheir attendance at meetings of these Committees and to the Chairmen of these Committees.Total2010Total2009Executive ManagementCompensation principlesThe compensation paid to Management Board members withrespect to 2010 includes a fi xed component and a variable component.• The fi xed component is determined with reference to marketpractices;• The variable component is based on quantitative and/or qualitativecriteria:- The quantitative criteria are linked to the achievement of earningsobjectives of Crédit agricole CIB and Crédit AgricoleS.A.- The qualitative criteria are linked to corporate governance,procedure and compliance, cross-selling culture and qualityof management and team building.- The weighting of these criteria for 2010 variable compensationwas changed relative to variable compensation for 2009, inaccordance with Crédit Agricole S.A. policy, and was broughtback to 50% for each type of component.Jean-Yves Hocher’s compensation, 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 andthe following support functions: Global Internal Audit, GlobalCompliance and Communication. He keeps his term of offi ceas Crédit Agricole S.A. Deputy CEO and dedicates 85% of hisactivity to Crédit Agricole CIB.• 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%.58SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010
CORPORATE GOVERNANCE 2 Summary of compensation paid to Jean-Yves Hocher,Chief Executive Officer since 1 December 2010Beginning on 1 January 2011, the costs of the fi xed and variablecompensation components, pension contributions and benefi tsin kind will be shared by the two companies, Crédit Agricole CIBand Crédit Agricole S.A., in proportion to the activity devoted toeach of the two entities. The appointment of Mr. Jean-Yves Hocherto the function of Chief Executive Offi cer of Crédit AgricoleCIB results in no changes to the compensation components ineffect on that date at Crédit Agricole S.A.The fi xed and variable compensation with respect to his functionsin December 2010 are determined and borne fi nancially by CréditAgricole S.A.Mr. Jean-Yves Hocher’s fi xed compensation was set at €500,000by decision of the Board of Directors on 12 January 2011.On 23 February 2011 the Board of Directors of Crédit AgricoleS.A., acting on the proposal from the Compensation Committee,granted Jean-Yves Hocher variable compensation of €554,000with respect to 2010 of which €332,400 in deferred variable compensationin the form of Crédit Agricole S.A. shares to be vestedover a period of three years depending on the achievement ofperformance criteria and on the condition of presence within theCrédit Agricole S.A. Group.Francis Canterini’s compensation,Deputy Chief Executive OfficerFrancis Canterini was appointed Crédit Agricole CIB Deputy CEOon 1 December 2010, he supervises the following support functions:Risk & Permanent Control, Finance, Credit Portfolio Management,Corporate Secretary, Legal and Global IT & Operations.His employment contract as corporate offi cer within Crédit AgricoleS.A. is suspended as long as he exercises his term of offi ceas Crédit Agricole CIB Deputy CEO.• 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%. Summary of compensation paid to Francis Canterini,Deputy Chief Executive Officer since 1 December 2010Mr. Francis Canterini’s fi xed compensation was set at €450,000by decision of the Board of Directors on 12 January 2011.The fi xed and variable compensation with respect to his functionsin December 2010 are determined and borne fi nancially by CréditAgricole S.A.On 23 February 2011 the Board of Directors of Crédit AgricoleS.A., acting on the proposal from the Compensation Committee,granted Francis Canterini variable compensation of €350,000with respect to 2010 of which €140,000 in deferred variable compensationin the form of Crédit Agricole S.A. shares to be vestedover a period of three years depending on the achievement ofperformance criteria and on the condition of presence within theCrédit Agricole S.A. Group.Pierre Cambefort’s compensation,Deputy Chief Executive OfficerUntil 30 November 2010, Pierre Cambefort supervised the Transaction& 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. Since1 December 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%. Summary of compensation paid to Pierre Cambefort,Deputy Chief Executive Officer since 1 December 2010Mr. Pierre Cambefort’s fi xed compensation was set at €260,000by decision of the Board of Directors on 24 August 2010.In 2010 Pierre Cambefort did not receive options or performanceshares with respect to his functions.Pierre Cambefort, Deputy2009 2010CEO as of 1 September2010 (in €)Due Paid Due (2) Paid (3)Fixed compensation (1) 86,667 86,667Variable compensation (1) 219,000 (4) 0Deferred additional variablecompensation subject toattendance146,000 (4) 0Compensation related to theloyalty plan0 0Exceptional compensation (1) 0 0Attendance fees 0 0Benefi ts in kind (5) 10,573 10,573TOTAL 462,240 97,240(1)Gross, before tax.(2)Compensation paid (from 1 September 2010) with respect to work done during theyear, regardless of the payment date.(3)All compensation paid during the year with respect to work done (from 1 September2010).(4)On 9 March 2011 the Board of Directors of Crédit Agricole CIB attributed to PierreCambefort total variable compensation with respect to his function as Deputy ChiefExecutive Offi cer of €365,000 of which €146,000 of deferred variable compensationin the form of Crédit Agricole S.A. shares to be vested over a period of three yearsdepending on the achievement of performance criteria and on the condition of presencewithin the Crédit Agricole S.A. Group.(5)Mainly related to company housing.Patrick Valroff’s compensation,Chief Executive OfficerUntil the end of his term of offi ce on 1 December 2010, Mr. Valroffsupervised the Coverage & Investment Banking business line andthe following support functions: Human Resources, Global InternalAudit, Global Compliance, Corporate Secretary and Communication.• The fi xed component of Mr. Valroff’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%.SHELF-REGISTRATION DOCUMENT CRÉDIT AGRICOLE CIB 2010 59
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CONTENTSPRESENTATION OF CRÉDIT AGR
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214SHELF-REGISTRATION DOCUMENT CRÉ
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5PARENT-COMPANY STATEMENTS CRÉDIT
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6GENERAL INFORMATION INFORMATION AB
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6GENERAL INFORMATIONRegulated infor
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