AXA Group

Governance Structure

Since April 29, 2010, AXA is administered by a Board of Directors. On April 25, 2012, the Board of Directors was comprised of 15 members appointed by the Shareholders’ Meeting and among which 11 were qualified as independent by the Board of Directors in accordance with the criteria set forth in the AFEP/MEDEF Code. The Board of Directors determines the orientations of the Company’s activities and ensures their implementation.

The Board of Directors appointed Mr. Norbert Dentressangle as Vice-Chairman to act as a Lead Independent Director. He has a number of specific powers including supervising the contribution of the independent directors to the Board’s deliberations and acting as their spokesperson with the Executive Management to the extent necessary or appropriate.

The Board of Directors benefits from the work of four specialised Committees that review specific matters and report to the Board (the Audit Committee, the Finance Committee, the Ethics & Governance Committee and the Compensation & Human Resources Committee).

AXA’s Executive Management comprises the Chairman & Chief Executive Officer and a Deputy Chief Executive Officer. A Management Committee and an Executive Committee also support the operational management of the Group.

Board of Directors

Role and Powers

The Board of Directors determines the strategic orientations of the Company’s activities and ensures their implementation. It exercises notably the following powers :

• Choice between the two forms of Executive Management (separating or combinating the roles of Chairman & Chief Executive Officer) upon appointment or reappointment of the Chairman of the Board of Directors or the Chief Executive Officer ;
• Appointment and determination of the compensation of the Chief Executive Officer as well as the Deputy Chief Executive Officers ;
• Review and approval of the Company’s half-year and annual results ;
• Approval of the Chairman’s report on the composition of the Board including gender balance, the conditions of preparation and organization of the Board of Directors’ works and the internal control and risks management procedures set up by the Company ;
• Convening Shareholders’ Meetings ;
• Decision to grant stock options and/or performance shares/units to Group employees and corporate officers within the framework of the authorizations it receives from the Extraordinary Shareholders’ Meeting ;
• Authorization of "regulated agreements".

The Board of Directors is also required to approve certain significant transactions (sales or acquisitions over €500 million ; significant financing operations or other types of transactions that are not within the Company’s announced strategy…).

Composition

On April 25, 2012, the Board of Directors was comprised of 15 members appointed by the shareholders among which six are nationals of countries other than France. Four women seat on the Board.

The Board of Directors assessed the independence of these members in accordance with the criteria set forth in the AFEP/MEDEF Code as appreciated by the Board. Eleven members were qualified as independent : Mmes. Isabelle Kocher, Suet Fern Lee and Dominique Reiniche, Messrs. Norbert Dentressangle, Jean-Martin Folz, Anthony Hamilton, Stefan Lippe, François Martineau, Giuseppe Mussari, Ramon de Oliveira and Marcus Schenck.

The Board of Directors appointed Mr. Norbert Dentressangle as Vice-Chairman to act as a Lead Independent Director. He supervises the contribution of the independent directors to the Board’s deliberations and serves, as necessary or appropriate, as their spokesperson with Executive Management.

Executive Management

AXA’s Executive Management comprises the Chairman & Chief Executive Officer and a Deputy Chief Executive Officer. A Management Committee and an Executive Committee also support the operational management of the Group.

The Chairman & Chief Executive Officer
In the context of the change in AXA’s governance structure, the Board of Directors concluded that it was in the best interests of the Company and its shareholders for Mr. Henri de Castries to hold the position of Chairman in addition to his functions as Chief Executive Officer. According to French law, Mr. de Castries is characterized as the Président Directeur Général or PDG.
The Chairman & CEO is vested with the broadest powers to act on behalf of the Company. He exercises these powers within the scope of the corporate purpose and subject to the powers expressly assigned by law to the shareholders’ meetings and to the Board of Directors. He represents the Company vis-à-vis third parties.

Denis Duverne

Deputy Chief Executive Officer

The Deputy Chief Executive Officer
Mr. Denis Duverne has been appointed Deputy Chief Executive Officer by the Board of Directors on April 29, 2010. His role is to second the Chairman & Chief Executive Officer. The Board of Directors determines the scope of the powers vested in the Deputy Chief Executive Officer.

The Management Committee
The Chairman & Chief Executive Officer has decided to establish a Management Committee to assist him in the operational management of the Group. The Management Committee has no formal decision making authority. This Committee comprises seven members :

• Mr. Henri de Castries, Chairman & Chief Executive Officer
• Mr. Denis Duverne, Deputy Chief Executive Officer
• Mr. Jean-Laurent Granier, Chief Executive Officer of the Mediterranean and Latin America Region business unit, Chairman & Chief Executive Officer of AXA Global P&C and in charge of overseeing the worldwide operations of AXA Corporate Solutions
• Mr. Peter Kraus, Chairman & Chief Executive Officer of AllianceBernstein
• Mr. Nicolas Moreau, Chairman & Chief Executive Officer of AXA France and in charge of overseeing the worldwide operations of AXA Assistance and AXA Global Direct
• Mr. Mark Pearson, President and Chief Executive Officer of AXA Financial, Inc. (United States)
• Mr. Jacques de Vaucleroy, Chief Executive Officer for the Northern, Central and Eastern Europe business unit and Global Head of Life & Savings and Health

The Executive Committee
The Management Committee is supported by an Executive Committee, which principal mission is to review and define the Group’s strategy. The Executive Committee is an internal management committee, composed of members of AXA’s Management Committee as well as other key senior executives from accross the Group selected on the basis of their role in the organization (central or local). The Executive Committee has no formal decision making authority.

The Executive Committee is comprised of the following seventeen members, including nine non-French nationals :

• Mr. Henri de Castries, Chairman & Chief Executive Officer of the AXA Group
• Mr. Denis Duverne, Deputy Chief Executive Officer of the Group in charge of Finance, Strategy and Operations
• Mr. Michael Bishop, Chief Executive Officer of AXA Asia
• Mr. Dominique Carrel-Billiard, Chief Executive Officer of AXA Investment Managers
• Mr. John R. Dacey, Vice-Chairman for Asia Pacific
• Mr. Philippe Egger, Chief Executive Officer of Insurance activities in Switzerland
• Mr. Paul Evans, Chief Executive Officer of AXA UK
• Mr. Jean-Laurent Granier, Chief Executive Officer of the Mediterranean and Latin America Region business unit, Chairman & Chief Executive Officer of AXA Global P&C and in charge of overseeing the worldwide operations of AXA Corporate Solutions
• Mr. Gérald Harlin, Group Chief Financial Officer
• Mr. Peter Kraus, Chairman & Chief Executive Officer of AllianceBernstein (United States)
• Mr. Jean-Louis Laurent Josi, Chairman & Chief Executive Officer of AllianceBernstein (United States)
• Mr. Nicolas Moreau, Chairman & Chief Executive Officer of AXA France and in charge of overseeing the worldwide operations of AXA Assistance and AXA Global Direct
• Mr. Mark Pearson, President and Chief Executive Officer of AXA Financial, Inc. (United States)
• Mr. George Stansfield, AXA Group General Counsel and Head of Group Human Resources
• Mr. Emmanuel de Talhouët, Chief Executive Officer of AXA Belgium
• Mr. Jacques de Vaucleroy, Chief Executive Officer for the Northern, Central and Eastern Europe business unit and Global Head of Life & Savings and Health
• Mrs. Véronique Weill, Group Chief Operating Officer (COO)

The Executive Committee conducts quarterly business reviews (QBRs), during which the performance of the AXA Group is assessed. These QBRs were introduced in 2000 to provide a clear and consistent framework for :

• reviewing operational performance and monitoring the progress of key projects using defined quantifiable standards of measurement ;
• assessing the status of Group transversal projects ;
  and
• exchanging ideas and information on key Group strategic orientations.

AXA Corporate Solutions Governance

AXA Corporate Solutions Organization