Corporate Governance

Societe Generale refers to the most recent version of the AFEP-MEDEF Corporate Governance Code for listed companies (April 2010 – available from the website www.medef.fr).
Since early 2000, the Board of Directors and the Committees have been governed by Internal Rules. A Director’s Charter also lists the compliance rules that apply to Societe Generale Directors. The Internal Rules and the Director’s Charter, together with the Company’s by-laws, are available to shareholders in the Registration Document.

Societe Generale is a public limited company (société anonyme) managed by a Board of Directors. In accordance with the company’s by-laws, it is up to the Board to decide whether the roles of Chairman and Chief Executive Officer are performed by the same person or separated. From May 13, 2008 until Daniel Bouton’s resignation on May 6, 2009, the roles of Chairman and Chief Executive Officer were separated.
On May 6, 2009, the Board of Directors decided once again to merge the roles of Chairman and Chief Executive Officer, to ensure a tighter governance structure able to respond faster and more effectively to today’s economic crisis, and appointed Frederic Oudea in this capacity, effective May 24, 2009. Frederic Oudea is assisted by three Deputy Chief Executive Officers: Severin Cabannes, appointed in May 2009, and Jean-Francois Sammercelli and Bernardo Sanchez Incera, appointed as of January 1, 2010.
The powers of the Chairman are stated in article 2 of the Board of Directors’ Internal Rules. The Chairman convenes and chairs the Board of Directors, whose work he organises. He chairs the General Meetings of Shareholders.
On May 6, 2009, the Board of Directors also decided to create the position of Vice-Chairman of the Board of Directors. This position was entrusted to Anthony Wyand, who is also Chairman of the Audit, Internal Control and Risk Committee (formerly the Audit Committee) and a member of the two other Committees. The role of the Vice-Chairman is to assist the Chairman in his tasks, “particularly the organisation and correct operation of the Board of Directors and other Committees, and the supervision of corporate governance, internal control and risk management”.