Group Governance The operation of the Board of Directors and Committees is governed by Internal Rules. A Directors' Charter groups together the ethical rules applicable to the board of directors of Societe Generale. The Internal Rules and the Charter as well as the By-laws of the Company are made available to shareholders in the Registration Document1. BOARD OF DIRECTORS Societe Generale refers to the AFEP-MEDEF Governance and management Code of Listed Corporations. The Board’s composition ensures the balance of experience and skills of the members, just like their independence, in respect for gender parity and diversity and reflects the internationalisation of the Group. The Board includes 13 directors elected by the General Meeting, 2 directors representing employees, and 1 non-voting director whose term of office is four years. A representative of the Works Council participates in the meetings without a vote. The Board of Directors is made up of 6 women and 9 men, i.e., 40% women or 31% excluding employee representatives. At 1 January 2013, 10 out of 15 directors are independent directors, i.e., 66.66% of the Board of Directors (76.92% of the directors appointed by the General Meeting). This proportion is significantly higher than the objective of 50% recommended in the AFEP-MEDEF code. SPECIALIST COMMITTEES Audit, Internal Control and Risk Committee This committee is responsible for monitoring issues related to the development and control of accounting and financial information as well as monitoring the effectiveness of the internal control, measurement, supervisory, and risk control systems. At 1 January 2013, the Committee is made up of five directors: Ms Lulin, Ms Rachou, Mr Castaigne, Mr Osculati, and Mr Wyand, four of whom are independent, and is chaired by Mr Wyand. The Committee met eight times in 2012, and the participation rate was 100% as in 2011. Compensation Committee In particular, it makes proposals on the policy for allocation of performance shares and share subscription or purchase options on the principles of the remuneration policy of the corporate officers and prepares for their evaluation. At 1 January 2013, the Compensation Committee is made up of four directors: Mr Cicurel, Mr Folz, Mr Lévy, and Mr Wyand, three of whom are independent. It is chaired by independent director, Mr Folz. During the fiscal year, the Compensation Committee met six times. The attendance rate of its members was 91.67% (96% in 2011). Nomination and Corporate Governance 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. At 1 January 2013, the Nomination and Corporate Governance is made up of four directors: Mr Cicurel, Mr Folz, Mr Lévy, and Mr Wyand, three of whom are independent. It is chaired by independent director, Mr Folz. The Nomination and Corporate Governance met four times in 2012 and had an attendance rate of 93.75% (100% in 2011). 6 40% of the people on the Board of Directors (or 31% excluding employee representatives) are women 40% maximum of the variable remuneration of the Group’s corporate officers is determined based on the achievement of qualitative objectives of implementation of the Group’s strategy, which include CSR objectives. (1) Chapter 11, p. 449
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