Building blocks of Corporate Governance
Board of Directors
Société Générale is a public limited company (société anonyme) with a Board of Directors.On 6 May 2009, the Board of Directors acknowledged the resignation of Daniel Bouton from his function as Chairman and his mandate as Director. The Board appointed him Honorary Chairman and co-opted Frédéric OUDEA, Chief Executive Officer since 13 May 2008, as a Director. It decided to modify the governance of the company with a view to his official appointment as Chairman of the Board on 24 May in accordance with article 13 of the company by-laws. On May 13, 2008, the Board of Directors ruled to separate the roles of Chairman of the Board and Chief Executive Officer, in accordance with the company’s by-laws, appointing Daniel Bouton Chairman and Frédéric Oudéa Chief Executive Officer. Philippe Citerne and Didier Alix retained their functions of Co-Chief Executive Officers, and a new Co-Chief Executive Officer, Séverin Cabannes, was appointed. The powers of the Chairman are stipulated in article 2 of the Board of Directors’ internal rules. He convenes, chairs and oversees the work of the Board of Directors, and chairs the General Meetings of Shareholders. The Chairman may also represent the Group vis-à-vis its major clients and shareholders and vis-à-vis government authorities, both in France and abroad. The Board sets the compensation of the Group's chief executive officers ( see chapter 5 of the 2009 registration document ). On December 31, 2008, it examined the independence of each of its members on the basis of the criteria laid down by the AFEP-MEDEF. It also reviewed the banking and advisory relations between the Group and those companies on whose boards its present directors sit in order to establish whether these relationships were of such nature and importance as to colour the directors’ judgment. Seven out of thirteen1 directors were independent directors at December 31, 2008 (i.e. 54% of the Board of Directors and 64% of the directors appointed by the General Meeting). This situation is in line with the Board’s aim of ensuring that 50% of all directors are independent directors, as recommended in the AFEP-MEDEF report. It is also coherent with the Board’s aim of establishing a balanced and diversified mix of expertise and experience amongst its directors.
( see chapter 5 of the 2009 registration document ).
NOTES
- One director's position has been vacant since the resignation of Mr Cohen