CRÉDIT AGRICOLE S.A. GOVERNANCE ROADSHOW
18 DECEMBER 2023
WORKING EVERY DAY IN THE INTEREST OF
OUR CUSTOMERS AND SOCIETY
F I N A N C I A L C O M M U N I C A T I O N S D E P A R T M E N T
AGENDA
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INTRODUCTION MESSAGE FROM THE CHAIRMAN OF THE BOARD
COMMITTED AND RESPONSIBLE GOVERNANCE
EXECUTIVE COMPENSATION
A RESPONSIBLE EMPLOYER
THE GROUP'S ESG STRATEGY AND SOCIETAL PROJECT
APPENDICES
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INTRODUCTION MESSAGE
FROM THE CHAIRMAN OF THE BOARD
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AGENDA
1
2
3
4
5
6
INTRODUCTION MESSAGE FROM THE CHAIRMAN OF THE BOARD
COMMITTED AND RESPONSIBLE GOVERNANCE
EXECUTIVE COMPENSATION
A RESPONSIBLE EMPLOYER
THE GROUP'S ESG STRATEGY AND SOCIETAL PROJECT
APPENDICES
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COMMITTED AND RESPONSIBLE GOVERNANCE
Crédit Agricole S.A.'s Governance core identity: balancing group's customer's interest societal issues and respect for our mutualist values
- Crédit Agricole was originally created through a societal project: initially to finance agriculture neglected by the banking system, then more generally, to make financial progress accessible to all customers.
- This determination to work in the interest of all customers and of society and to make financial progress accessible to all has always guided Crédit Agricole's action as well as societal utility.
- For CASA's Board, "CSR" is not an "added" social responsibility: it is integrated into our activities and in the relationship with our customers, we are a bank for loyal and useful relationships.
- From August 2023: Allocation of specialized committee to CSR (Societal Commitment Committee): Split from former Strategic and CSR Committee, direct link with the newly created Societal Commitment Department
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BOARD COMPOSITION (DECEMBER 15TH, 2023)
21 DIRECTORS
including 18 elected at the annual General Meeting
Average age: 55
Directors CEOs or Chairmen of Regional Banks
Director SAS rue La Boétie
Independent Directors
Directors representing employees one of which representing shareholders employees
Director representing professional agriculture associations
Board's independence: 33%
- excluding the 3 Directors representing employees;
- in accordance with the AFEP/MEDEF Code for corporations controlled by a majority shareholder.
11 Directors (majority) representation of Crédit Agricole's Regional Banks: application of the Group's cooperative structure
• | 1 SAS |
• | 3 CEO |
• | 7 Chairmen of Regional Banks: |
− are neither employees of the Regional Banks nor holders of | |
executive office, | |
− are elected among the mutual shareholders (i.e. customers), | |
in accordance with the Regional Banks' cooperative status, | |
− are independent under the "cooperative" values but not |
Participants without voting rights 3 non-votingDirectors
1 Representative of the social and Economic Committee
considered fully independent under the AFEP-MEDEF only |
because of this mandate |
Age limit for: Directors: 65 / Chairman of the Board of Directors: 67
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50% of Board members are women
Reappointment in 2024
Co-opted August 2023
Appointed August 2023
Dominique LEFEBVRE
Raphaël APPERT
Olivier AUFFRAY
Hugues BRASSEUR
Pierre CAMBEFORT
Jean-Pierre GAILLARD
Christine GANDON
Nicole GOURMELON
Christiane LAMBERT
Christophe LESUR
Pascal LHEUREUX
Louis TERCINIER
Eric VIAL
Catherine UMBRICHT
Eric WILSON
Agnès AUDIER
Sonia BONNET-BERNARD
Marie-Claire DAVEU
Marianne LAIGNEAU
Alessia MOSCA
Carol SIROU
Pascale BERGER
Olivier DESPORTES
José SANTUCCI
Guillaume MAÎTRE
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2023 EVOLUTION OF THE BOARD
DEMERGER AND CREATION OF A NEW COMMITTEE
Strategic Committee (ex Strategic and Corporate Social Responsibility)
- Focus on Strategic operations for the Group;
- Monitoring of Crédit Agricole S.A.'s medium-term plan and;
- Review of any substantial or strategic external growth projects or investment or divestiture.
Societal Commitment Committee
- Examining the strategic priorities of Crédit Agricole's Societal Project, (i.e. climate strategy and energy, agricultural and agri-food transitions; sector decarbonisation policies and social inclusion policies);
- Following up on the action plans and indicators of progress made on Crédit Agricole's societal and environmental commitments, at least once a year;
- Examining the Group's climate strategy and the Group's patronage initiatives;
- Issuing its opinion on the Group's societal commitment reporting strategy and on the key measures taken in response to any controversies. Pursuit of cross-cutting approach to CSR: May hold joint meetings with the audit and/or Risk Committee.
United States Risk Committee
- Nomination of 2 US independent observers by the Board, Assisting USRC supervision on US activities: Mrs. Kathryn DICK and Mr. Edward SCHREIBER
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BOARD'S COMPETENCE
ANNUAL ASSESSMENT (APPOINTMENTS AND GOVERNANCE COMMITTEE)
- Every 3 years: Third party assessment (conducted in 2023)
- Sectoral origin of Directors: Banking (43%); Agriculture (30%); Consulting (27%)
- Directors characterized by:
- high value expertise in banking, finance and insurance, audit and risk;
- expert knowledge of local economies, the bedrock of the Group's business,
- experience in large companies, mainly multinationals, in the service, technology and industrial sectors;
- recognized players in the fields of governance, CSR and the environment.
- Adequate knowledge in all subject reviewed by the Board
- 2 news indicators in 2023 URD
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Climate and biodiversity knowledge:
81% of "Good and Very good" assessment - Agriculture sector knowledge:
76% of "Good and Very good" assessment - Assessed as a very competent board; well adapted to the challenges and context
- Quality debates; leadership of the chairman; Effective balance between cooperation and challenge of the executive direction
- Committee: numerous, efficient and very active
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Climate and biodiversity knowledge:
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BOARD OF DIRECTORS
THE BOARD | 41 |
OF DIRECTORS | COMMITTEE |
MEETINGS | |
1 Chairman | |
A HIGH LEVEL | |
97% attendance | |
OF ENGAGEMENT | |
13 meetings | COVERAGE OF |
21 members | ALL ASPECTS |
INCLUDING CSR | |
► Appointments and | Proposes or issues |
Governance Committee | opinions on candidates for |
1 Chairwoman* | membership on the Board |
100% attendance | of Directors or appointment |
3 meetings | as Corporate Officers. |
6 members
- Strategy Committee Enhances the Group's
1 Chairman | strategic thinking on |
100% attendance | growth, investments. |
2 meetings | |
7 members |
► Audit Committee
- Chairwoman* 100% attendance
- meetings
- members
- Joint Risk/Audit meetings
- Chairwomen* 97% attendance
- meetings
- members
Oversees the financial statement preparation process.
Approves and sets the strategic guidelines proposed by the Chairman and Chief Executive Officer of Crédit Agricole S.A., authorises strategic investments, determines the general principles of internal financial organisation and supervises the Group's operations, notably as regards risk.
-
US Risk Committee 1 Chairwoman* 100% attendance
9 meetings
3 members - Compensation Committee
1 Chairwoman*
100% attendance
5 meetings
6 members
Monitors risk related to activities conducted directly by the Group's entities in the United States.
Proposes compensation policies to the Board and ensures their compliance.
► Risk Committee
- Chairwoman* 96% attendance
- meetings
- members
- Societal Commitment Committee
- Chairman*
67% attendance
- meeting
- members
Reviews the Group's risk management strategy, notably for financial, operating and non- compliance risks.
Reviews the Group's CSR strategy.
* Independent Chairwoman/Chairman
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Crédit Agricole SA published this content on 19 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 December 2023 10:01:33 UTC.