Board of Directors at January 1, 2012
Societe Generale’s Board of Directors is composed of twelve directors appointed by the General Meeting and two directors elected by employees.
Its make-up is intended to strike a coherent balance between the independence, expertise and experience of its members in strict accordance with the principles of equality and diversity that reflect the Group’s global reach. Expertise and experience in the financial sector and in managing large international companies are obviously also basic criteria for selecting directors.
Directors are appointed by the General Meeting for a 4-year mandate. The expiry dates for these mandates are spread out in such a way as to ensure that one quarter are renewed each year. The two directors appointed by the employees of the Group have a 3-year mandate.
Societe Generale’s Board of Directors is comprised of 5 women and 9 men (i.e. 36% women, or 33.3% excluding the Director elected by the employees, in accordance with the provisions of the Law of January 27, 2011). Its composition therefore complies with the rules and provisions of the AFEP-MEDEF Code governing equality as well as the Cope-Zimmermann Law, which entered into force from 2011. Five directors are non-French nationals and the average age is 57.5. In 2011, the renewal of the mandates of Frédéric Oudéa, Anthony Wyand and Jean-Martin Folz as well as the appointment of Kyra Hazou and Ana Maria Llopis Rivas as directors were approved by the Shareholders’ Meeting, and Jean Azéma tendered his resignation.
Since January 18, 2006, Mr Kenji Matsuo has represented Meiji Yasuda Life as a non-voting director. His mandate was renewed at the Board meeting on January 12, 2010.
In accordance with the AFEP-MEDEF Corporate Governance Code, the Board of Directors, based on the reports by its Nomination and Corporate Governance Committee, examined the independence of each of its members at December 31, 2010 against the aforementioned Code. In particular, it examined the banking and advisory relations between the Group and the companies that its directors manage with a view to determining whether these relationships were of such nature and importance as to colour the directors' judgment.
