m eetings and having reviewed the Board of Directors’ report, resolve to amend the provisions of Article 21 “Regulated agreements” of the Bylaws in order to comply with the new legal provisions regarding agreements for ongoing business operations conducted in a usual way resulting from Law n° 2011-525 of May 17, 2011 (the “loi de simplification et d’amélioration de la qualité du droit”). Consequently, Article 21 drafted as follows: “Any agreement that is entered into, either directly or through another person, between the Company and a member of its
The foregoing provisions do not apply to agreements for ongoing business operations conducted in a usual way.
However, the existence of such agreements shall be disclosed by the interested person to the Chairman of the Board of
shall from now on be drafted as follows: “Any agreement that is entered into, either directly or through another person, between the Company and a member of its
Board of Directors, its Chief Executive Offi cer, one of its Deputy
The same procedure shall stand for agreements in which one of the persons mentioned in the preceding paragraph has an indirect interest, as well as agreements entered into between the Company and another company, if a director, the Chief
m eetings and having reviewed the Board of Directors’ report, resolve to amend the provisions of Article 23 “Shareholders’
Meetings” of the Bylaws in order to comply with the new regulatory provisions regarding the electronic signature of mail voting forms and proxies issued in the context of public limited companies’ general meetings and resulting from Decree n° 2011-1473 of November 9, 2011 regarding communication means in corporate law. Consequently, paragraph 5 of
Twenty-third resolution Authorization to comply with all formal requirements in connection with this Meeting The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
m eetings, grant full authority to the bearer of an original, a copy or an excerpt of the minutes of this Shareholders’ Meeting in order to carry out all publication and fi ling formalities, and generally do all that is necessary.
PRESENTATION OF THE CANDIDATE WHO IS A MEMBER OF THE BOARD, AND WHOSE TERM OF OFFICE IS UP FOR RENEWAL
Paris IV (Philosophy Degree), University Paris I (Law Master), and of l’Institut d’Études Politiques de Paris. Mr. François
University Paris I (Civil Procedure). In 1995, he was a Professor at the Paris Bar School (EFB) and since 1998, he is Honorary
(Peru). In 1996, he became an Expert at the Council of Europe and fulfi lled various missions in Eastern Europe countries regarding the reform of the Code of the Judicial Organization, the reform of the magistrates’ and lawyers’ training and the revision of the Code of Civil Procedure. He also teaches professionals at the École Nationale de la Magistrature (ENM).
PRESENTATION OF THE CANDIDATE FOR APPOINTMENT AS MEMBER OF THE BOARD OF DIRECTORS
Co-founder and Vice- Chairman of the Board of Directors of Acqupart Holding AG (Switzerland)
Life & Health Underwriting activities; and in September 2008, he took over as Chief Operating Offi cer of Swiss Re and was also appointed Deputy Chief Executive Offi cer of Swiss Re. In
Chairman of the Management Board : ■ Swiss Re Ltd. (Switzerland)
Chairman of the Board of Directors or Supervisory Board: ■ Extremus Insurance Ltd. (Germany)
PRESENTATION OF THE CANDIDATE FOR APPOINTMENT, AS MEMBER OF THE BOARD OF DIRECTORS, UPON RECOMMENDATION OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP
■ Magister Artium from the University of Bucharest, Romania; Faculty of Philology
Directorships and functions held over the last 5 years in any company
Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA shares held on December 31, 2011: 87
■ Post-graduate degree (DESS) at the IAE of Paris - Sorbonne, specialization in business administration
Judge at the Labor Court of Nanterre from 2003 to 2008
Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA s hares held on December 31, 2011: 2,853
AXA Travel Insurance since 2010 - Head of Direct worldwide remit
PRESENTATION OF THE CANDIDATE FOR APPOINTMENT, AS MEMBER OF THE BOARD OF DIRECTORS, UPON RECOMMENDATION OF THE EMPLOYEE SHAREHOLDERS OF THE AXA GROUP (RESOLUTION NOT APPROVED BY THE BOARD OF DIRECTORS)
Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA s hares held on December 31, 2011: 474
■ Post-graduate degree (DESS) in Finance at the Institut d’Administration des Entreprises
■ Panthéon-Assas University 3rd Cycle International practice of the insurance activity
For the UDPA-UNSA: ■ Member of the supervisory b oard of the Supplementary retirement account (Plan de Retraite Supplémentaire)
■ Member of the technical commission of the Supplementary retirement account (Plan de Retraite Supplémentaire)
■ Member of the follow-up commission of the Supplementary retirement account (Plan de Retraite Supplémentaire)
■ Elected tribunal advisor of the 2nd chamber Management section of the Labor Court (2ème Chambre Section
■ Trade union representative to the elected workers’ counsel of AXA Corporate Solutions
Professional experience Guide International (IBM North America User Group): ■ Project/Group Manager 1989-1993
■ Project Manager for E-Service Forms for Client Self Service project
AXA Equitable Project Manager: ■ Compliance with the Final 403(b) Regulations – 2008
■ Sales manager for the tied agents’ network – UAP France becoming AXA Assurances (1996-1998)
Chief Executive Offi cer, who was as well in charge of the supervision of activities of AXA Canada, AXA Corporate
■ Secretary of the s upervisory b oard of AXA Banque SA as well as of the b oard of d irectors of AXA Banque Financement SA
Responsibility (CR) both at the heart of its business and in its day to day interactions with its stakeholders. It is through adopting a responsible behaviour in its operations, as well as through the development of responsible products and services, that the Group is able to most effectively participate in social, environmental and economic progress. Additional information concerning the social and environmental policies and practices of the AXA Group is available in the Activity and Corporate
“CR fl agship” theme, with the creation of a Group partnership with the non-profi t CARE on risk education for disadvantaged populations, to complement the academic risk research supported by the AXA Research Fund
The Social Data Report covers: 1) legal entities (companies and/or organizations) which AXA owns, as of December 31, 2011 directly or indirectly with at least 50% of the capital or voting rights. 2) legal entities (companies and/or organizations)
French Commercial Code. For additional information please consult note (a) at the end of the social data table included in this section.
The following sections refer to salaried workforce with openended contracts, unless stated otherwise.
The diffi cult market environment since 2008 and the global context which is marked by continuous change, economic slowdown and, more recently, the Eurozone crisis, have lead to workforce contraction in 2011. AXA’s overall salaried workforce on December 31, 2011 counts to 114,488 employees (openended and fi xed-term contracts), which represents a decrease of 5.8% on a reported basis. The majority of this decrease is due to the disposal of businesses in Australia, New Zealand and in Canada (74.2% as a proportion on total decrease) as well as the effi ciency program, contributing to the “Ambition
AXA continued to recruit in 2011 and hired more than 16,000 employees, of which almost 4,500 were sales employees. In this total number of hires 444 persons were re-hires into the
In addition, the number of fi xed-term contracts converted into open-ended contracts remained stable (1,539 employees in 2011 vs. 1,560 employees in 2010).
The average age of employees increased slightly at 40.8 years (40.5 years in 2010), and the average length of service increased from 11.1 years to 11.5 years in 2011. It is higher in
Effective labour-management communications and social dialog pave the way for the stability needed to implement the Group’s development strategy. Such communications with staff or their representatives are therefore organized and conducted by each Group on a regular basis. AXA has also set up a European Works Council (EWC), whose extensive role goes beyond the regulatory requirements in force. The EWC is made up of staff representatives from AXA’s largest European subsidiaries, who meet in order to receive and exchange information on the social, strategic and economic issues that concern the Group, and maintain an on-going dialog between employees and management.
In June 2009, the Group EWC agreement (available on www.axa.com) was renewed for an indefi nite term starting from December 1, 2009. This renewal takes into account the European Directive n°2009/38 dated May 6, 2009.
AXA holds two plenary meetings a year, in combination with a preparatory and post-plenary session systematically held for debriefi ng. These plenary meetings are always attended by the
The introductory section of the Group EWC agreement is based on a number of international benchmark documents, such as the UN Declaration of Human Rights and the International
Group level. More generally, beyond Europe, the Group strives to ensure that employees are fairly represented in all major countries where it is present.
In addition to the EWC’s work, numerous collective bargaining agreements are signed on a local basis. For example, in France, 6 collective agreements have been signed throughout 2011.
applying the principles of social dialogue explained in this text to the European countries involved; ■ When geographic mobility is necessary, it must be offered as a matter of priority to employees who volunteer to move, with this process managed with a view to enabling their integration into a new environment under the best possible conditions; ■ AXA pledges to recognize staff representatives and uphold their liberty, rights and functions, in line with national legislation and, where relevant, agreements in force in local business units; ■ Aware that training represents a major investment both for the Group and for its employees, AXA is committed to developing a continuous learning culture; ■ AXA will not discriminate against its staff on the basis of their gender, race, colour, ethnic origin, genetic form, disabilities, sexual orientation, language, religion, personal convictions, union membership or political opinions.
According to the EWC, this agreement is unique in the insurance sector. It offers signifi cant means to secure employees’
positions in Europe. In an uncertain environment, this strong signal shows the dynamism of the social relations within AXA’s
EWC, with the aim of fi nding alternative solutions and refusing to accept things as inevitable.
In November 2011, AXA launched a new internal mobility policy and process across its major entities to support its business and better develop its people. The aim is to make business needs immediately visible through a global Group-wide posting of available jobs; detect internal skills through an enlarged hiring process; share knowledge, expertise and practices through facilitating transfers. In doing so, AXA wants to enhance internal recruitment and provide career opportunities across entities, improve the visibility of international offers and allow fuller access to a culture of trust and achievement through direct exposure to new environments. Offering sound mobility opportunities is part of AXA’s pledge to become the preferred company for its current employees as well as displaying a more attractive work environment for those who will join the Group in the future.
It should help determine critical roles for the organization, execute “what-if” modelling, strategic business analysis and scenario development, demand forecasting, supply modelling and gap analysis. This will provide the Group and its entities with valuable analysis and tools enabling them to deliver better business outcomes through their workforce. AXA Belgium,
Local initiatives Indeed AXA’s local entities have developed various programs to improve their employees’ work-life-balance. AXA Mexico developed “Living in Balance”, a programme that aims to balance the employees’ personal and work life by implementing tailored fl exible schedules for employees’ sports, health tips and cultural activities for the employees and their families and a 24/24h psychological help hotline, as well as personal fi nance courses. For the fi rst time, AXA Switzerland organized in 2011 a “kids’ vacation week” for the children of employees during summer holidays, to relieve their parents during school break. The entity also received the “Prix Balance” award for being one of the most family-friendly companies in the Canton of Zurich. AXA Spain signed a collective agreement on working hour reduction for employees who need to take care of children under the age of 10 years or a person with a physical, psychic or sensory handicap who does not perform any paid activity. To improve fl exibility, AXA Germany offers remote work solutions to all its employees, following a successful pilot conducted in Berlin in 2010. The entity also designed a special holiday program for employee’s children, and a parents-child offi ce offers the possibility to employees to bring their children when the person who usually takes care of them is unavailable. AXA
Global Direct Italy established rules in favour of work-life-balance for call centre employees by setting stable working timetables, a fl exible time entrance, reasonable meeting times and a full day off to compensate for half working days on Saturdays. In
Group, a Working Parent’s Sub-Committee was formed to create a network for working parents at AXA Equitable.
compared to 2010 on a rebaselined perimeter).. In addition, detailed information concerning individual compensation of the
Group promotes benefi ts that should include some competitive insurance coverage (whose nature and type vary by entity depending on local competitive and cost considerations) and opportunities to access other fi nancial benefi ts. This helps to raise local awareness of AXA’s risk prevention purpose, our products and services and the importance of the customer experience. A majority of AXA’s employees enjoy a comprehensive supplementary benefi ts package. In all cases, the local minimum requirements are respected and generally exceeded by Group companies. Moreover, Group HR offers advisory services in this area. The Group also strives to support
AXA’s Corporate Responsibility strategy by providing access to responsible investment solutions, wherever possible.
programs that aim to drive a customer centric culture, develop a performance culture where employees can gain satisfaction through due recognition, and acknowledge and recognize employees’ key life-event changes.
AXA’s beliefs and commitments AXA is committed to promoting Diversity and Inclusion (D&I) by creating a work environment where all employees are treated with dignity and respect and where individual differences are valued. AXA is committed to equal opportunity in all aspects of employment. We oppose all forms of unfair or unlawful discrimination and will not tolerate discrimination based on age, race, nationality, ethnic origin, gender, sexual orientation, religion, marital status, or disability. AXA is dedicated to cultivate a diverse and inclusive environment where all employees feel fully engaged and included in our business and strategy to become the “Preferred Company”.
effectively meet diverse market and customer needs globally and locally, as well as improve its competitiveness through innovation. It also helps attract the most talented people in all populations and foster internal morale and employee engagement, as well as enhanced people management and optimized teamwork. Moreover, it enhances the brand image.
embedding inclusion into AXA Culture initiatives ; 4) launching gender balance Initiative ; and 5) setting a framework on “Flex
AXA Group Advisory Council’s members for 2012 have been rescoped to be from the local AXA entity D&I Executive Sponsor level, thus engaging more senior level leaders. Additionally, there are local D&I Councils in many AXA entities.
In 2011, there was a signifi cant focus on launching the gender balance initiatives, through several awareness-raising sessions for the AXA Group Executive Committee, which focused on various dimensions of D&I, including a session on unconscious bias and inclusive culture and a supported list of actions going forward, and a talent review session in 2011 focused on the female CEO successors and sponsorship. Additionally, the Board of Directors was briefed on AXA’s D&I and Gender initiatives.
“Inclusion Index” established in the annual employee survey, based upon 10 questions related to D&I. This Inclusion Index is one of the 4 key measures used to analyse AXA’s “culture”
AXA France is regularly asked by the government or other corporations to share its methodology and implementation experience. Indeed, AXA France is the fi rst French corporation to have experimented and renewed a special budget
Corporate Solutions developed a gender mentoring program to give the chance to participants to be more visible, to get insights into top management perspectives and to develop
Life insurance companies in Asia. The last study was carried out in December 2011. At AXA Business Services in India, the gender balance currently is at 45%, which is already above the industry average. The entity created a working group to include the staff going on maternity to create conducive work environment before, during and after maternity. AXA
Board members and senior managers mentored women willing to develop their careers, exchange career experiences, discuss different life situations, etc. The entity also launched a programme to increase the number of women in management position in its distribution staff. The Group’s head offi ce (GIE)
co-developed the “Financi’Elles” network with other companies in order to reinforce gender balance at all levels within the fi nancial industry.
Local initiatives: inclusive culture AXA IM has designed its D&I programs around some key principles like unconscious bias, gender sponsorship and supporting gender balance. The key principles of unconscious bias will be embedded into Manager’s Path, a programme of short, practical training sessions designed to develop and enhance managers’ people management abilities, and they will be integrated into the development plans of all High
Diversity and Inclusion Advisory Council (DIAC). The DIAC, in partnership with the Offi ce of Diversity and Inclusion, held its second annual D&I summit in 2011, bringing together leaders from several industries to share D&I best practices focused on driving business value.
The workspace is modifi ed if an employee needs special arrangements due to a personal handicap. AXA France’s
The total absenteeism rate decreased from 4.9% in 2010 to 4.8% in 2011. Also the proportion of work-related accidents decreased from 2.2% in 2010 to 2.1% in 2011, especially the proportion of work-related accidents of sales force which dropped from 5.1% in 2010 to 4.5% in 2011.
Equitable’s Disease Management program which support employees living with a chronic health condition. The participants can obtain advice on how to follow medical instructions and medication, get help measuring and recording vital signs or can ask questions to a healthcare professional. A partnership has also been signed with an external vendor to implement a company-wide voluntary “Wellness Program” improving employee health and diet. This program has the potential to yield cumulative net savings of $2.5 million after 3 years. AXA
cardio fi tness and fl exibility. Also AXA Switzerland received the
retirement. AXA Gulf ran a number of monthly initiatives around stress management, health & safety, breast cancer awareness and healthy lifestyle tips. AXA Portugal proposes macrobiotic workshops, yoga classes, etc, as well as cholesterol, blood glucose and blood pressure screening.
of its employees trained at least once during the year. The average number of training days per employee also remains stable with 2.6 days per year. In 2011, more technical trainings were provided to non-sales employees whereas managerial trainings were reinforced for sales employees.
AXA promotes a management style that aims at empowering employees, in line with the Group’s core values of professionalism, innovation, pragmatism, team spirit and integrity. Learning is a key lever. Enhancing the technical expertise of employees and helping them grow as leaders stand among HR main objectives. In a challenging and unpredictable business environment, talented, engaged and resilient people are more than ever vital to AXA’s success. Highimpact learning and development is therefore at the heart of the HR agenda. It provides executives and employees with ongoing opportunities to improve their performance, both through local programs proposed by entities and through more global programs delivered by AXA University.
structure whose primary objective is to provide AXA’s executives a place to network and exchange ideas, through well targeted development and competence-building opportunities. AXA
University offers a high level curriculum thanks to partnerships formed with world leading universities and business schools such as Wharton, IMD or INSEAD. The offering is structured around two central themes: professional “colleges” (which build specifi c technical competencies for professional “families”
such as Finance, Human Resources or Marketing) and programs dedicated to the development of the leadership of senior executives. AXA University also plays a critical part in promoting organisational capability and corporate culture.
governance, involving L&D representatives from the major regions and entities, oversees this convergence effort. Programs critical to all are made common, while entities retain the ability to address any additional local need. Common programs stand on 3 major pillars: On-boarding, leadership and management skills, and technical excellence for transversal lines of business.
Overall, AXA aims at providing to its employees the tools they need for their own development journey through the Group strategy, their direct operational priorities and their own specifi c needs of improvement.
(over 100 apprentices have completed or are completing their apprenticeship). AXA Germany won the European Business
Awards in the category Employer of the Year. It recognizes the fi rm’s ability to inspire and motivate their staff by enabling career development, operating equal opportunity schemes and understanding the importance of a work-life balance.
AXA Switzerland also received an award, from HR Today, a national journal specialized in HR topics which rewarded the entity’s Human Resources management. AXA Spain developed a “Career Path” approach, formed by different development itineraries (Commercial, Actuarial, Underwriting, Bodily Injuries
Performance management Since 2005, AXA performs the Organization and Talent Review
Management and Internal Mobility processes. During 2011, there were already 62,000 employees making use of the
The AXA Leadership Framework defi nes the competencies expected from our leaders to meet AXA’s challenges and achieve our ambition. Until recently it was only dedicated to senior managers. It has now been adjusted for all employees.
Local initiatives In 2011, AXA Equitable sought to redefi ne its performance management philosophy. Through a more effective performance management, the organization gained a better understanding of its talent assets and gaps. Its managers assigned more appropriate rewards and its employees targeted clearer priorities while developing their skills. With an emphasis on evaluation of performance based on the “what” to achieve as well as on the “how” to achieve it, people got accountable to culturally critical behaviors including collaborating and communicating. AXA Equitable also simplifi ed the leadership framework competencies to make it more intuitive and built behavioral examples to make it more assessable and relevant to all employees. In addition, new performance management ratings were introduced with a shift from a numeric scale to a descriptive scale. This promotes clear and meaningful performance discussions between managers and employees, and fosters consistency with AXA Group’s performance management practice. Also in 2011, AXA Asia put in place an extensive framework aiming at strengthening its talent pipelines through a more structured, robust and consistent approach to talent identifi cation, talent development and career management throughout the region.
COMMUNITY INVOLVEMENT: SOCIAL & CULTURAL ACTIVITIES, PHILANTHROPY, EDUCATION, EMPLOYEE VOLUNTEERING, SOCIAL INCLUSION
AXA’s CR “fl agship” theme: Risk Research & Education Protecting its clients from risks and unexpected events is at the core of AXA’s purpose. This is why AXA is committed to use its skills, resources and expertise to build a better understanding of the risks faced by individuals and society at large. Through various community involvement initiatives, AXA seeks to contribute both to the understanding of risk and the ways to face them. We act on this approach via different projects: the
In order to align the AXA entities’ community involvement projects, AXA developed in 2011 a set of community investment guidelines. All entities are required to ensure that 20% of their community investment projects are aligned with the CR fl agship theme of Risk Research and Education by year end 2012. Through the Group’s annual community investment survey, the Group is also able to structure the global community investment approach.
■ Life risks, such as longevity and long-term care, emerging biomedical risks, addictions and at-risk behavior
As part of the CARE partnership, the AXA Group donated €1.7 million to CARE, and local AXA entities donated €36,000 to local CARE offi ces to help relief operations in Africa. In 2011, with the help of the AXA-CARE disaster risk reduction programs, hundreds of women use new food management methods thanks to risk training in Mali, 5,000 mangrove trees have been planted in Vietnam, various schools benefi ted from natural disaster education through training and simulation exercises in the Philippines.
AXA Malaysia launched a “Child Financial Literacy” programme to educate children on the concept of money, understanding the value of money, developing useful money habits and the basics of insurance and how it is used for wealth protection.
AXA Germany launched a “virtual home” online to show what types of risks exists in households and how to manage them, as well as insurance solutions. AXA Mexico supports a program helping the education of nurses. After graduation, the nurses return to their local communities to promote better health conditions for vulnerable populations. AXA Switzerland launched in 2011 a mobile application to raise children’s awareness on the dangers of noise in traffi c. AXA France invests annually €4.8 million in various health prevention and road safety projects through its dedicated association AXA
Other community involvement initiatives In addition to the above community involvement initiatives that leverage AXA’s risk expertise, other efforts towards the community focus on the following areas: ■ Volunteering: AXA Hearts in Action. AXA employees worldwide support disadvantaged people through “AXA
■ Humanitarian aid & Charitable donations. In addition to the AXA Research Fund, the CARE partnership and the investments of working hours for volunteering, the
AXA Group and local entities invested €17.5 million in philanthropic activities in 2011. The themes covered included arts & culture, economic development, education & youth, emergency relief, the environment, health, or social welfare.
Microinsurance AXA focuses on microinsurance projects that address social exclusion while being breakeven in the long term, by enabling vulnerable segments of the population to access insurance services. Current initiatives include the following: ■ France: AXA, in partnership with the Association pour le Droit
Health) products were launched in 2009. In 3 years, including a 2009 pilot phase, 1.7M lives were insured and sold through different networks of NGOs, community groups or mobile phone retail distributors.
In 2006, AXA’s Supervisory Board adopted a new version of the
AXA Group Compliance and Ethics Guide (“the Guide”). The purpose of the Guide is to establish Group-wide guidelines and rules to ensure that AXA Group companies and employees have a common understanding of applicable ethical standards and conduct business accordingly. The Guide covers a variety of matters, including specifi c rules concerning confl icts of interest, transactions involving AXA securities and those of its listed subsidiaries, confi dentiality and control of sensitive information as well as record keeping and retention. The Guide also seeks to refl ect AXA’s values. Most of AXA’s principal operating subsidiaries have developed ethical guidelines that comply with local regulatory and statutory requirements. In 2011, the Guide has been partly updated. The current version of the Guide is available on the Group’s website (www.axa.com). In addition,
Nations Convention against Corruption. Furthermore, these commitments include various principles relating to collective labour standards. In this way, the Group’s employment policy covers several aspects, such as equal opportunities and freedom of association.
Integration of Environmental, social and ethical issues in risk management and product development When appropriate or relevant, the Group’s underwriters and portfolio managers integrate a number of emerging environmental and social risks, including human rights concerns, as well as more generally ethical concerns in their product development processes and policies (see also
AXA from investing in a companies involved in the production of certain weapons (anti personnel landmines and cluster bombs). These weapons are banned by international conventions on human rights grounds. In 2011, the blacklisting was extended to other controversial weapons.
P&C commercial lines requires local AXA entities to exclude certain sensitive sectors or activities, and to escalate eventual derogations to Group Corporate Responsibility level for further investigation.
AXA is a major purchaser of products and services for the purpose of its internal operations as well as services provided to its policyholders. This signifi cant volume of purchases (€11 billion in 2011) opens up an additional fi eld of action for the
The buyers are required to sign a specifi c Procurement code of ethics in addition to the Group Compliance & Ethics Guide.
AXA also encourages its suppliers to be socially and environmentally responsible and requests from them a formal commitment to uphold International Labor Organisation principles, through a “CR clause” that was implemented in 2006. The clause has fi rst been included in AXA’s IT and
Group to improve service quality and reduce some supply chain risks. Since 2008, an in-depth analysis of the CR
performance of 350 local or global suppliers was performed by AXA with the assistance of a specialized service provider.
For example, 90 suppliers were assessed or re-assessed in 2011. The objective of this analysis is to identify the main CR
Asia, 2 in North America). The auditors’ statement of assurance is included in the Activity and Corporate Responsibility Report.
Headcount (number of persons) as of December 31 2011 Evolution 2010 (a)
Total headcount of salaried workforce (non sales and sales force, open-ended and fi xed-term contract) (b) 114,488 emp. -5.8% 121,480 emp.
Headcount of salaried workforce (non sales and sales force, open-ended contract only) 110,551 emp. -5.1% 116,448 emp.
Headcount of non sales force (open-ended contract only) 94,241 emp. -5.1% 99,296 emp.
Headcount of sales force (open-ended contract only) 16,310 emp. -4.9% 17,152 emp.
Full time equivalent (Headcount converted into full-time equivalent) 2011 Evolution 2010 (a)
Average FTE of non sales force 89,367.5 fte -6.1% 95,156.9 fte
■ Number of departures due to external transfers (d) 5,307 emp. 2,332 emp.
Net headcount evolution (sales force entries versus sales force departures) -503 emp. -937 emp.
■ Number of departures due to external transfers (d) 280 emp. 132 emp.
Net headcount evolution of sales force (entries versus departures) -246 emp. 59 emp.
Internal mobility rate (non sales and sales force, open-ended contract only) 11.0 % -5.8% 11.7 %
■ Internal mobility rate of non sales force 11.9 % 13.0 %
■ Internal mobility rate of sales force 5.8 % 3.9 %
■ Turnover rate linked to retirements/pre-retirements and other reasons of departures 1.6 % 1.4 %
Turnover rate of non sales force 13.1 % 11.5% 11.8 %
■ Turnover rate linked to retirements/pre-retirements and other reasons of departures 1.6 % 1.5 %
Compensation of salaried workforce (non sales and sales force, open-ended contract only) (e)
Reported compensation of salaried workforce 7,891 M€ 0.1% (f) 6,917 M€ ■ Proportion of fi xed pay (related to wages) 72.8 % 1.0% (f) 82.8 %
■ Proportion of variable pay (related to wages) 27.2 % -4.7% (f) 17.2 %
■ Proportion of fi xed pay (related to wages) 80.2 % 0.4% (f) 86.4 %
■ Proportion of variable pay (related to wages) 19.8 % -2.4% (f) 13.6 %
■ Proportion of fi xed pay (related to wages) 39.5 % 6.8% (f) 55.3 %
Total number of training days of non sales force 221,099 days 228,815 days ■ Proportion of managerial trainings 15.1 % 15.0 %
Total number of training days of sales force 61,471 days 76,732 days ■ Proportion of managerial trainings 6.1 % 4.1 %
Average number of training days per salaried workforce 2.6 days 2.6 days
■ Average number of training days per non sales force employee 2.5 days 2.4 days
Average number of working days per year 226.5 days 0.2% 226.1 days
Average number of working hours per week 36.1 hrs 1.1% 35.7 hrs
■ Average number of working hours per week of full-time employee 37.5 hrs 37.0 hrs
■ Average number of working hours per week of part-time employee 25.0 hrs 25.3 hrs
■ Proportion of part-time non sales force 12.1 % 12.7 %
Total absenteeism rate (non sales and sales force, open-ended contract only) 4.8 % -3.1% 4.9 %
■ Proportion of long term sick absences 20.1 % 22.1 %
■ Proportion of absences due to maternity 24.3 % 26.1 %
■ Proportion of absences due to sickness 74.6 % 73.0 %
■ Proportion of short term sick absences 78.9 % 77.0 %
■ Proportion of absences due to maternity 23.6 % 25.2 %
■ Proportion of short term sick absences 89.1 % 88.4 %
■ Proportion of long term sick absences 10.9 % 11.6 %
■ Proportion of absences due to maternity 30.3 % 34.7 %
(b) The majority of this decrease is due to the disposal of businesses in Australia & New Zealand as well as in Canada (74.2% as a proportion on total decrease).
(c) Change of defi nitions: in 2011, the temporary staff indicator also includes external consultants; the trainees category also includes apprenticeships.
(d) Salaried workforce that has left AXA because of an activity/job transfer to an external company or due to disposal of business. The employee is no longer under a contract with the AXA Group.
AXA is committed to reducing its direct impact on the environment by actively managing its energy, paper and water consumption, as well as carbon emissions and waste. AXA is also aware of the role it can play in promoting environmental protection awareness amongst its stakeholders, contributing to improve the understanding of global and local environmental risks, and committing to address climate change.
emissions, paper (1) and water consumption for the 2008-2012 period: ■ Power consumption (kWh/Full Time Employee [FTE]): 20%
/FTE): 20% reduction; ■ Water consumption (m3/FTE): 15% reduction; ■ Paper consumption (kg/FTE): 15% reduction .
(WEEE) Directive in all AXA sites worldwide. This directive is of particular relevance to AXA Technology Services, the Group’s entity managing IT equipment.
All of these targets are monitored on a regular basis and reported on annually to help local entities measure progress on their own action plans and targets.
AXA is working with these managers to analyse indicators, identify performance targets and promote the sharing of best practices. In 2011, AXA continued to train in priority the new users to the environmental reporting process, but also existing users that require a “refresher” course. The environmental reporting training takes place through web-conferencing system and an e-learning module available both in French and in English.
In order to facilitate the environmental data collection process, the AXA Group developed an internal reporting tool that centralizes the collection, consolidation and analysis of local environmental data. Only sites featuring more than 50 FTEs are included in the targeted scope (data centers with fewer FTEs are however included). It now embraces 41 countries over fi ve continents. The scope of the 2011 annual environmental reporting remains stable compared to 2010, with much effort focused on improving data collection accuracy through new tools that enable better data analysis. In 2011, to secure increased data quality, a formal local Chief Financial Offi cer
emissions with their site, company and the Group. Environmental protection tips are also provided at the same time. In addition to increasing employees’ awareness on climate change issues, this survey helps refi ne the Group’s estimated carbon footprint by revealing the share attributable to workplace commuting.
ratings are disclosed on www.axa.com/en/responsibility/sri. In particular, AXA’s “environmental” ratings according to the main SRI rating agencies were as follows: ■ SAM (November 2011): 85/100 (up from 73/100 in 2010), compared to a sector average of 44/100; ■ Vigeo (April 2010): 57/100, rating “+”; ■ Carbon Disclosure Project: • Carbon Performance: 92/100 (the insurance sector’s highest score); included in the Carbon Performance
• Carbon Disclosure: 92/10 (the insurance sector’s highest score); included in the Carbon Disclosure Leadership
Within the other entities, several initiatives have been taken to lower AXA’s power consumption and to better understand the Group environmental impact and raise awareness. AXA
Switzerland set up new energy guidelines, which cover energy consumption in buildings (e.g. workplace appliances, lights, heating and climate control as well as building standards for new or renovated buildings) as well as energy used for mobility purposes (business traffi c and workplace commuting) and demanding ecological norms have been implemented for new or renovated buildings, in line with the Group’s energy guidelines. AXA Switzerland also installed a “Green Button” for its computers and laptops, which allows employees to quickly put their computers into sleep and wake mode. In addition, in 2010, AXA Switzerland started assessing the energy effi ciency of its buildings. The result of this diagnosis showed that the various energy savings initiatives implemented up to now led to a 4.9% energy consumption reduction. Moreover, the entity’s electricity consumption is 100% renewable (hydro and wind power). AXA France emphasizes employee behaviour change by setting up communications campaigns on water and energy consumption, highlighting actual consumption levels on a quarterly basis. AXA France also tested new environmental technologies on its premises and requires that all new offi ce buildings should respect the French environmental certifi cation
HQE. AXA Belgium covers all its power consumption via hydroelectric power plants.
emissions come from energy, 26% from business travel (air and train) and 16% from AXA’s vehicle fl eet. Employee commuting-related CO
Group in 2011. These will be updated periodically. These guidelines defi ne carbon emissions limits for AXA’s executive and commercial vehicle fl eet and encourages a tax “reward & penalty” (“bonus-malus”) approach for car allowances, which are required to feature local CO
footprint may be used only for longhaul fl ights). Self booking tools are also required when possible to integrate CO
advanced teleconferencing system which enables multi-region teams to conduct meetings that retain the feeling of face to face meetings while avoiding the signifi cant carbon emissions and travel time associated with air travel. AXA started rolling out these tele-presence facilities in 2008. In 2011, the Group had 46 “AXA Presence” rooms installed. Thanks to this service, over 26 000 meeting have been held between 2008 and 2011, which represents savings of over 16,000 tonnes of CO
AXA Switzerland, in addition to its travel policy, implemented a car-sharing pilot program with a local service provider in order to encourage employees to combine train and car when travelling. Employees have now the opportunity to travel to the destination’s closest train station and cover the remaining distance by “Mobility”-Car. AXA France, which also developed an online car-sharing facility, offered its employees the possibility to test an electric car, as well as implemented ecodriving courses for sales employees, and developed a mobility plan within its main sites. Various entities, including AXA MPS
Society, which raises awareness for young students on the tropical forest ecosystem in Gabon.
The agreement, validated by local employee representatives, incentivises employees to contribute to the Group effort. For marketing and distribution paper, AXA Equitable put in place a programme to increase the use of online rather than printed fi nancial documents delivered to customers. Many entities are also working on improving their document management by encouraging online customer information exchanges and reducing the volume and length of commercial documentation and customer policies. For example, AXA Seguros Spain reduced the length of its policies by over 40%.
AXA is monitoring waste more closely this year and continuing to liaise with its IT business unit AXA Technology Services, for which electronic waste is of particular relevance, to ensure compliance with the Waste Electronic and Electrical Equipment
P&C business segment: ■ Retail, e.g. motor insurance encouraging low emissions vehicles, home insurance with environmental appliances upgrades; ■ SMEs, e.g. encouraging “green” buildings or car fl eets; ■ Industrial, e.g. environmental risk prevention, promotion of the development of renewable energies via adapted policies covering the equipment and the revenues derived from electric energy sales, etc.; ■ Reinsurance and claims management strategies.
Products” initiative with a view to share existing best practices and identify market risks and opportunities. 2011 achievements included the drafting and roll-out of Group-level guidelines that are designed to help local entities develop and distribute offers addressing certain markets driven by environmental concerns.
AXA Real Estate, an AXA IM business, continues to apply environmental criteria to its real estate investment portfolio, within the framework of its Responsible Property Investing strategy. AXA Real Estate is a founding member of the Green
Rating Alliance, a major industry partnership for monitoring and improving the sustainability of existing buildings. AXA Real Estate reviews environmental performance and potential through
“Sustainability Toolbox” for its asset managers, comprising of a focused set of effi cient sustainability tools such as Automated
Meter Reading, Green Leases and Green Ratings which are mutually supportive and can be applied systematically. As of 2011, 49 Green Ratings have been performed on properties under management, over 450 properties equipped with smart meters, 39 Green Leases signed in France and Germany, and a network of 19 sustainability correspondents across 9 European countries has been created.
Even in absence of solid historical data, insurers can choose to take this “risk” and help society shift to a low carbon economy at the necessary pace.
As described in the previous sections of this appendix, AXA has developed a number of initiatives that seek to address climaterelated risks though its insurance and investment products, services and practices, support for academic research, as well as through the reduction of its internal carbon footprint.
The development of these initiatives is coordinated at Group level, since 2010, in order to ensure their consistency and effectiveness.
“adaptation” dimensions of climate change. They are not solely self-interested or commercially driven, but they need to be global and collective to be effective. This is why AXA
Energy Effi ciency in buildings, thus committing to implement concrete actions aimed at reducing the energy consumption of its buildings. Other engagements include the “Kyoto
emissions: business travel: AXA vehicle fl eet (f) T. eq CO
KPI: CO2 emissions resulting from onsite power consumption and business travel (airplane, train, AXA vehicle fl eet) per person T. eq CO2/FTE 2.76 2.38 Evolution compared to 2010 -14% CO
KPI: Water consumption per person m3/FTE 10.41 10.12 Evolution compared to 2010 -3% PAPER (i)
(f) The AXA vehicle fl eet covers 89,554 FTEs. As of 2010, the data collection method for vehicle fl eet was modifi ed. Data is now collected and classifi ed by the average grams of CO2 emitted per kilometer - to have a more precise evaluation of these emissions - rather than by type of motor, which explains some of the 2010 emissions decreases. Performance in 2011 remains stable.
(h) This data has been collected from 86,980 FTEs. Some sites in Asia and America are not equipped with water meters, which prevents accurate measurement and excludes them from the reporting scope before extrapolation. However, entities are starting to better track their water consumption with the installation of water meters (e.g. data centers, AXA Ireland).
(k) Waste data is being published for the fi rst time this year.
Sections 1. Business and trends/Earnings/Financial position and key performance indicators 32 to 95 and 432 to 456 2. Use of fi nancial instruments by the Company when relevant for assessing its assets and liabilities, fi nancial position, and profi ts and losses 3. Description of major risk factors and uncertainties 172 to 225 4. Acquisition of signifi cant equity interests in companies headquartered in France 434 5. Events subsequent to fi scal year end/Outlook 40 ; 92 ; 101 and 402 6. Dividend distributions over the last three years 6 7. Information on market and liquidity risks (interest rate, exchange rate and stock price fl uctuation risk) 96 to 101 and 185 to 225 8. Purchase and sale of the Company’s own shares 160 10. Transactions involving Company stock completed in 2011 by corporate offi cers 154 to 155 11. Directorships and positions held by corporate offi cers of the Company 108 to 114 12. Relevant provisions in the event of a public takeover bid on the Company 409 15. Adjustment of the rights of holders of securities with a claim on the capital of the Company n/a 16. Social and environmental information 495 to 516 17. Research and development activities n/a 18. Terms of payment 434
Exhibits 19. Table of the capital increase delegations 430 to 431 20. Table of the Company’s fi nancial results over the last fi ve years 438 21. Chairman of the Board of Directors’ Report 412 to 420
APPENDICES A APPENDIX XI COMMISSION REGULATION OF APRIL 29, 2004 - CORRESPONDENCE TABLE
Pages 3. Selected fi nancial information 4 to 6 5. Information about the issuer 5.1 History and development of the issuer 7 to 8 6. Business overview 14 to 31 and 32 to 37 7. Organizational structure 7.1. Brief description of the Group 9 to 11 7.2. List of signifi cant subsidiaries 257 to 262 8. Property, plants and equipment n/a 9. Operating and fi nancial review 10. Capital resources 10.1. Capital resources 96 to 101 and 307 to 311 10.2. Sources and amounts of cash fl ows 96 to101 ; 238 to 239 and 306 to 307 10.3. Borrowing requirements and funding structure 96 to 101 and 330 to 335 10.4. Restrictions on the use of capital resources 96 to 101 10.5. Anticipated sources of funds needed 96 to 101 11. R&D, patents and licenses n/a 13. Profi ts forecasts or estimates n/a 14. Administrative, Management, and Supervisory bodies and senior management 14.1. Information on members of the Administrative, Management or Supervisory bodies 104 to 120 14.2. Administrative, Management and Supervisory bodies’ confl icts of interests 114 to 115 and 152 to 153 15. Remuneration and benefi ts 15.1. Amount of remuneration paid 122 to 158 15.2. Amounts set aside or accrued to provide pension, retirement or similar benefi ts 156
(1) Pursuant to Article 28 of Commission Regulation (EC) n° 809/2004 of April 29, 2004, the following items are incorporated by reference: ■ AXA’s Consolidated Financial Statements for the year ended December 31, 2010 and the Statutory Auditors’ report on them, respectively presented on pages 237-408 and on pages 409-410 of the Annual Report (Registration Document), the French version of which was fi led with the AMF (Autorité des marchés fi nanciers) on March 18, 2011 under reference n° D11-0147; ■ AXA’s Consolidated Financial Statements for the year ended December 31, 2009 and the Statutory Auditors’ report on them, respectively presented on pages 213-403 and on pages 404-405 of the Annual Report (Registration Document), the French version of which was fi led with the AMF (Autorité des marchés fi nanciers) on March 17, 2010 under reference n° D10-0117.
Compensation paid to Statutory Auditors in 2011 and 2010 (art. 222-8) 398
Description of the Company’s own share buyback program (art. 241-2) 159 to 160
Individual Shareholders Relation s 25, avenue Matignon 75008 Paris – France