Societe Generale’s Board of Directors appoints various specialist committees to reinforce the effective control of the bank’s activities and compensation policies

Audit, Internal Control and Risk Committee
Societe Generale has had an Audit Committee since 1995. Renamed the Audit, Internal Control and Risk Committee in 2010, it fulfils all of the duties of an Audit Committee as defined in EC directive 2006/43, applicable laws and banking regulations as well as the AMF recommendation of July 22, 2010.
On January 1, 2012, it was composed of five directors, Ms Lulin, Ms Rachou, Mr Castaigne, Mr Osculati and Mr Wyand, four of whom are independent, and was chaired by Mr Wyand. All the members are highly qualified in finance and accounting, risk analysis and internal control, as they hold, or have held, positions as bankers, chief financial officers or auditors. The Audit, Internal Control and Risk Committee plays the following roles:
  • oversees the drafting and publication financial information;
  • analyses the draft financial statements to be submitted to the Board;
  • ensures that the Statutory Auditors are independent;
  • examines the work programme of the Statutory Auditors;
  • assesses the quality of internal controls.
Compensation Committee
At January 1, 2012, Societe Generale’s Compensation Committee was made up of four directors, Mssrs Cicurel, Folz, Vandevelde, and Wyand, three of whom are independent directors. It is chaired by independent director, Mr Folz. The Committee:
  • proposes to the Board, in accordance with the guidelines given by the AFEP-MEDEF Corporate Governance Code and with professional standards, the policy governing the compensation of Chief Executive Officers and Directors, notably the criteria for and structure and amount of said compensation, including benefits in kind such as personal protection insurance or pension benefits, as well as any remuneration received from Group companies, and ensures that the policy is properly applied;
  • prepares the annual performance appraisals of the Chief Executive Officers;
  • submits a proposal to the Board of Directors for the performance share and stock options policy and formulates an opinion on the list of beneficiaries;
  • prepares Board decisions regarding employee savings schemes;
  • provides an opinion each year on the General Management’s proposals for the compensation policy applicable within the Group, particularly regarding financial market professionals, and monitors their concrete implementation;
  • conducts an annual review of the compensation policy for financial market professionals governed by regulation No. 97-02 on the internal control of credit institutions, notably those employees whose activities have a significant impact on the Group's risk profile; it checks that the report drawn up by the General Management complies with regulation No. 97-02 and is consistent with applicable professional standards;
  • provides the General Management with an opinion on the section of the Registration Document linked to compensation, and draws up yearly activity report for its approval which is then included in the Registration Document.
The Compensation Committee met seven times in 2011 and the attendance rate was 96% (94% in 2010). During its meetings, the Committee prepared the Board’s decisions on the status and compensation of the Group’s Chief Executive Officers and Deputy Chief Executive Officers.
Nomination and Corporate Governance Committee
Societe Generale’s Nomination and Corporate Governance Committee is composed of the Chairman of the Board of Directors and members of the Compensation Committee. Presided over by the Chairman of the Compensation Committee, its task is to submit proposals to the Board for the appointment of Directors and of successors to the Chief Executive Officers and Directors, especially where a position becomes vacant unexpectedly, after carrying out any necessary inquiries.
It provides the Board with proposals for appointments to the Board’s Committees and carries out all preparatory work on corporate governance issues as well as an evaluation of the Board’s performance at least once every three years.
It submits its activity report as well as the list of the Group’s independent directors to the Board of Directors for approval.
It provides the Board with an opinion on the section of the Registration Document linked to nominations and corporate governance, and draws up yearly report for its approval which is then included in the Registration Document.
The Nomination and Corporate Governance Committee is informed prior to the appointment of any member of the Group's Executive Committee and any head of a corporate department who does not sit on this Committee. It also is kept informed of the list of replacements for these senior managers.
The Nomination and Corporate Governance Committee met six times in 2011, and had an attendance rate of 100% (97% in 2010).