Societe Generale: Annual General Meeting and Board of Directors dated 19 May 2020
May 19 2020 - 12:20PM
Societe Generale: Annual General Meeting and Board of Directors
dated 19 May 2020
ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS
DATED 19 MAY
2020
Regulated information
Paris, 19 May 2020
Annual General Meeting
The combined General Meeting of shareholders of
Societe Generale was held on 19 May 2020 at Tours Société Générale
- 17 Cours Valmy - La Défense 7, without shareholders or other
authorized participants being physically present and was chaired by
Mr Lorenzo Bini Smaghi.
Quorum was established at 62.757% (vs. 54.51% in 2019):
- 18,643 shareholders voted online;
- 10,254 shareholders voted by post;
- 9,337 shareholders, including 8,609 online, representing 0.54 %
of the share capital, gave proxy to the Chairman;
- 20,055 shareholders were present or represented.
All the resolutions put forward by the Board of Directors were
adopted, in particular:
- The 2019 annual and consolidated accounts;
- The renewal of one director for 4 years: Mr Juan Maria Nin
Génova;
- The appointment of a director for 4 year: Mrs Annette
Messemer;
- The compensation policy for the Chairman, Chief Executive
Officers and the directors;
- The components composing the total
compensation and the benefits of any kind paid or awarded for the
2019 financial year to the Chairman and the Chief Executive
Officers;
- The share capital increase
authorisations, in particular the one allowing the issuance of
shares in favour of employees as part of a company or group
employee savings plan, as well as the authorisation to allocate
performance shares existing or to be issued, were renewed for 26
months;
- The new rules regarding the crossing of statutory
thresholds;
- The modification of the by-laws in connection with the
appointment of a director representing the employees shareholders
at the board of directors as the General Assembly 2021; and
- The modification of the by-laws in connection with taking into
consideration by the Board of directors of the social and
environmental stakes of the activity of the Company.
The
detailed result of the votes is available this day on the Company's
website under the section “Annual General Meeting”.
Board of Directors
Following the General Meeting, the Board of
Directors comprising 14 members is composed as follows:
- Mr Lorenzo Bini Smaghi,
Chairman;
- Mr Frédéric Oudéa, Chief Executive
Officer and Director;
- Mr William Connelly, Director;
- Mr Jérôme Contamine, Director;
- Mrs Diane Côté, Director;
- Mrs Kyra Hazou, Director;
- Mrs France Houssaye, Director
elected by employees;
- Mr David Leroux, Director elected
by employees;
- Mr Jean-Bernard Lévy,
Director;
- Mr Gérard Mestrallet,
Director;
- Mr Juan Maria Nin Genova,
Director;
- Mrs Annette Messemer,
Director;
- Mrs Lubomira Rochet, Director
and
- Mrs Alexandra Schaapveld,
Director.
42.9% of Board of Directors’ members are women
including 5 women appointed by the General Meeting (41.6%). The
rate of independent Directors is higher than 90% (11/12) according
to the calculation method of the AFEP-MEDEF corporate governance
Code.
The Board of Directors also decided that the
committees will be composed as follows from 20 May 2020:
- Audit and
Internal Control Committee: Mrs Alexandra
Schaapveld (chairwoman), Mr Jérôme Contamine, Mrs Diane Côté,
Mrs Kyra Hazou and Mrs Annette Messemer;
- Risk Committee: Mr
William Connelly (chairman), Mrs Kyra Hazou, Mrs Annette Messemer,
Mr Juan Maria Nin Génova and Mrs Alexandra Schaapveld;
- Compensation
Committee: Mr Jean Bernard Lévy (chairman), Mr Jérôme
Contamine, Mrs France Houssaye, Mr Gérard Mestrallet and Mr Juan
Maria Nin Génova;
- Nomination and Corporate
Governance Committee: Mr Gérard Mestrallet (chairman), Mr
William Connelly, Mr Jean Bernard Lévy and Mrs Lubomira
Rochet.
Bios
Mrs Annette Messemer, a German
national, with a Ph.D in Political Sciences from the University of
Bonn (Germany), a Master in International Economics from the
Fletcher School at Tufts University (USA) and a degree from
SciencesPo Paris. Started her career in investment banking at J.P.
Morgan in New York in 1994 then in Frankfurt and London. During the
12 years of her career at J.P. Morgan, she gained extensive
experience in finance, leading strategic M&A and financing
transactions as well as risk management transactions. She left J.P.
Morgan as Senior Banker in 2006 to join Merrill Lynch as Managing
Director and member of the German Executive Committee. In 2010, she
accepted the nomination to the Supervisory Board of WestLB by the
German Ministry of Finance, to support one of the most significant
German bank restructurings during the financial crisis before
joining Commerzbank in 2013, where she held the position of Group
Executive/Divisional Board Member, Corporate Clients until June
2018.
Juan Maria Nin Génova, a
Spanish national and graduate of the University of Deusto (Spain)
and the London School of Economics and Political Sciences (United
Kingdom), he is a lawyer and economist who began his career as a
Programme Manager in the Spanish Ministry for Relations with the
European Community. General Manager of Santander Central Hispano
from 1980 to 2002, before becoming an advisor of Banco Sabadell
until 2007. In June 2007, Chief Executive Officer of La Caixa.
In July 2011, Vice-Chairman and Deputy Advisor of CaixaBank
until 2014.
Press contact:
Corentin Henry _ 01 58 98 01
75_ corentin.henry@socgen.com
Societe Generale
Societe Generale is one of the leading European financial
services groups. Based on a diversified and integrated banking
model, the Group combines financial strength and proven expertise
in innovation with a strategy of sustainable growth. Committed to
the positive transformations of the world’s societies and
economies, Societe Generale and its teams seek to build, day after
day, together with its clients, a better and sustainable future
through responsible and innovative financial solutions.
Active in the real economy for over 150 years, with a solid
position in Europe and connected to the rest of the world, Societe
Generale has over 138,000 members of staff in 62 countries and
supports on a daily basis 29 million individual clients, businesses
and institutional investors around the world by offering a wide
range of advisory services and tailored financial solutions. The
Group is built on three complementary core businesses:
- French Retail Banking which encompasses the
Societe Generale, Crédit du Nord and Boursorama brands. Each offers
a full range of financial services with omnichannel products at the
cutting edge of digital innovation;
- International Retail Banking, Insurance and Financial
Services to Corporates, with networks in Africa, Russia,
Central and Eastern Europe and specialised businesses that are
leaders in their markets;
- Global Banking and Investor Solutions, which
offers recognised expertise, key international locations and
integrated solutions.
Societe Generale is included in the principal socially
responsible investment indices: DJSI (World and Europe), FTSE4Good
(Global and Europe), Euronext Vigeo (World, Europe and Eurozone),
four of the STOXX ESG Leaders indices, and the MSCI Low Carbon
Leaders Index. For more information, you can follow us on Twitter
@societegenerale or visit our website www.societegenerale.com
- Annual General meeting and Board of directors dated 19 May
2020
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