2011 New Business Value of Euro 1,444 million refl ects the strain (fi rst year loss) and VIF impacts described above.
Exchange rate movements impact of €781 million refl ects the evolution of foreign currencies versus the Euro, not taking into account the mitigating impact of the currency hedging program implemented by AXA SA.
Capital flows of €-1,472 million refl ect net transfers into the
Life & Savings segment in 2011 including dividends paid, received and capital injections.
Closing Life & Savings EEV of €38,154 million is the total value at the end of the year, representing the prior year balance plus opening adjustments, plus total Return, plus capital fl ows, plus EEV of acquired/disinvested business and the exchange rate impact.
Upward parallel shift of 100 basis points in reference interest rates 1,231 (17)
Downward parallel shift of 100 basis points in reference interest rates (3,456) (103)
10% higher value of equity markets at start of projection 959 54 10% lower value of equity markets at start of projection (1,031) (59)
Upward shift of 25% of the volatility on equity markets (654) (38)
PricewaterhouseCoopers Audit Mazars 63, rue de Villiers Exaltis – 61, rue Henri Regnault 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie
The EEV Information and underlying signifi cant assumptions, upon which the information relies, have been established under the responsibility of management. The methods and signifi cant assumptions adopted are detailed in the EV Report.
France, and aims at forming a conclusion based on appropriate procedures.
Our work included the following procedures: ■ understanding the procedures adopted by management to prepare the EEV information; ■ a review of the “market consistent” approach adopted by management, and described in the EV Report for consistency with the
■ Obtaining the information and explanations as deemed necessary to deliver our conclusion.
EEV Information. We express no conclusion relating to the possibility of such outcomes.
Based on our work, we have no observations regarding: ■ the compliance of the results of the EEV Information at December 31, 2011 that AXA Group presented in the EV Report with the
Approval of the Company’s fi nancial statements for the fi scal year 2011 - parent only
Appointment of Mrs. Fewzia Allaouat to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Appointment of Mr. Olivier Dot to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Appointment of Mr. Rodney Koch to the Board of Directors upon proposal of the employee shareholders of the AXA Group
Delegation of power granted to the Board of Directors for the purpose of increasing the share capital by issuing ordinary shares or securities giving a claim to the Company’s ordinary shares, reserved for employees enrolled in the employersponsored Company savings plan
Shareholders’ Meeting to submit a number of resolutions for your consideration pertaining to: ■ The approval of the AXA annual and consolidated fi nancial statements for the year ended December 31, 2011 and determination of the dividend (I); ■ The approval of a regulated agreement (II); ■ The re-appointment of Mr. François Martineau as member of the Board of Directors and the appointment of two new directors, one of them upon proposal of the employee shareholders of the AXA Group (III); ■ The re-appointment of PricewaterhouseCoopers Audit as incumbent Statutory Auditor and the appointment of
Mr. Yves Nicolas as new alternate Statutory Auditor (IV); ■ The renewal of the authorizations granted to the Board of
Bylaws in order to comply with the new provisions of the law of May 17, 2011 and the Decree of November 9, 2011 (VII).
The purpose of resolution 3 is to determine the allocation of earnings for the fi scal year 2011 which shows a profi t of €8,649 million. The income available for appropriation, after allocation of an amount of €11,793.27 to the legal reserve amounts to €10,810,318,559.39, and consists in earnings for €8,648,637,185.26 and in prior retained earnings for €2,161,681,374.13. The Board of Directors has decided to propose the payment of a dividend of €0.69 per share this year, representing a global distribution of €1,626,466,288.80.
This dividend would be paid out on May 9, 2012 and the exdividend date would be May 4, 2012.
Exercising the option for a fl at deduction at the source is binding and must be renewed, at the latest, upon each payment. This option would however lead to the loss of the 40% tax relief mentioned hereinbefore and of the lump-sum abatement of €1,525 or €3,050 depending on marital status.
The welfare taxes (CSG, CRDS, welfare deduction and additional contributions) due by the persons who are deemed to be French residents for tax purposes are, in any case, paid on the date of the dividend payout.
Pursuant to the provisions of Article 243 bis of the French
Furthermore, consequently to the merger into your Company of its wholly-owned subsidiary AXA Participations 2 which took place during the fi rst semester of 2011 through a windingup process (Article 1844-5 paragraph 3 of the French Civil
November 16, 2011. This plan was implemented in order for your Company to transfer to its wholly-owned subsidiary AXA
AXA ASIA are presented in the Statutory Auditors’ special report included in the 2011 Registration Document (Document de
Référence) fi led with the AMF (Autorité des marchés financiers), and made available in accordance with applicable laws and regulations, in particular on AXA’s website (www.axa.com).
III – Re-appointment of a member of the Board of Directors and appointment of two new directors, one of them upon proposal of the employee shareholders of the AXA Group
Meeting, for a four-year term, Pursuant to Article 10 of the
A short biography of Mr. François Martineau appears in the exhibits to this report.
& Governance Committee, has decided to propose the appointment of Mr. Stefan Lippe as director for a period of four years, p ursuant to Article 10 of the Company’s Bylaws.
His term of offi ce would expire at the end of the Shareholders’
Appointment of a member of the Board of Directors upon recommendation of the employee shareholders of the AXA Group (resolutions 7 to 14) The term of offi ce of Ms. Wendy Cooper, who is currently serving as member of the Board of Directors representing the employee shareholders, will expire at the close of this Meeting.
You are therefore being asked, through resolutions 7 to 14, to appoint a new employee shareholder representative upon proposal of the employee shareholders of the AXA Group.
It falls within the competence of the Board of Directors to issue an opinion on every proposed resolution submitted to the shareholders. As a consequence, the Board of Directors has decided to recommend that the shareholders vote in favor of resolution 7 (“Appointment of Mrs. Doina Palici-Chehab to the
Board of Directors upon proposal of the employee shareholders of the AXA Group”) and to reject resolutions 8 to 14. This recommendation was issued by the Board of Directors after its Ethics & Governance Committee issued a positive opinion on the appointment of Mrs. Doina Palici-Chehab to serve as member of the Board of Directors.
The Board of Directors believes that Mrs. Doina Palici-Chehab is the best candidate to serve as employee shareholder representative to the AXA Board of Directors . She received strong support from the employee shareholders with direct voting rights during the preliminary phase for selection of candidates, collecting approximately 47% of the votes cast.
Mrs. Doina Palici-Chehab (54 years old), has nearly thirty years of experience in the insurance sector and in particular twentytwo years within the AXA Group in Germany, France and India.
India (2,500 employees), she was head of Group reinsurance from 2000 to 2010 within AXA Global P&C (formerly “AXA
IV – Re-appointment of PricewaterhouseCoopers Audit as incumbent Statutory Auditor and appointment of a new alternate Statutory Auditor
Auditor for a term of six years. This term of offi ce would expire at the end of the Shareholders’ Meeting called in 2018 to approve the fi nancial statements of the preceding fi scal year; ■ appoint Mr. Yves Nicolas as alternate Statutory Auditor for a term of six years. The term of offi ce of Mr. Yves Nicolas would expire at the end of the Shareholders’ Meeting called in 2018 to approve the fi nancial statements of the preceding fi scal year.
These shares may be acquired for the purpose of: a) (i) hedging stock options or other share allocations offered to employees or executive offi cers of the AXA Group, (ii) granting for free or assigning shares, pursuant to applicable law, to present or former employees, executive offi cers, and general insurance agents enrolled in any employee savings plan sponsored by the Company or the AXA Group pursuant to applicable law, in particular Articles L.3332-1 et seq. of the French Labor Code, or (iii) granting free shares to employees or executive offi cers of the Company or the AXA Group pursuant to the provisions of
The Board of Directors recommends that this authorization, which would replace and render null and void the unused portion of the authorization granted by the Shareholders’
Shareholders’ Meeting to grant full authority, for a period of 18 months, to the Board of Directors, with the right to subdelegate as provided by law, to reduce the Company’s share capital through the cancellation, in one or several times, of the shares acquired by the Company by virtue of Article L.225-209 of the French Commercial Code, within the limit of 10% of the
VI – Delegations of power granted to the Board of Directors for the purpose of issuing ordinary shares or securities giving a claim to ordinary shares of the Company in the context of a Company savings plan
Labor Code, ordinary shares or securities giving a claim to the Company’s ordinary shares reserved for present or former employees, executive offi cers and general insurance agents of the Company or the AXA Group, within the limit of €135 million in nominal amount. This decision entails the express waiver by the shareholders of their preferential rights to subscribe to the shares or securities, if necessary freely granted, issued by virtue of this delegation, for the benefi t of such employees, executive offi cers or general insurance agents, as well as their rights to subscribe to the shares issued in the context of the issue of such securities.
The issue price of the shares to be issued in accordance with applicable laws and regulations shall not be more than 20%
lower than the average quoted price of the AXA share on NYSE
Euronext Paris over the twenty trading days preceding the day on which the Board of Directors formally sets the opening date of the subscription period.
In the continuity of resolution 18, you are being asked, in resolution 19, to delegate to the Board of Directors, for a period of 18 months, with the right to sub-delegate as provided by law, the power to carry out one or several capital increases reserved for (i) employees, executive offi cers and general insurance agents of the companies or economic interest groups affi liated with the Company p ursuant to Article L.225-180 of the French
and/or mutual funds or other company savings plans invested in securities in the Company, as a legal entity or otherwise, whose shareholders or unit holders are the persons described in (i) of this paragraph; (iii) and/or any bank or any entity held by such bank which, at the Company’s request, participates in the implementation of a structured offer for the persons mentioned in (i) of this paragraph.
Group residing in certain countries to benefi t, taking into account locally applicable regulatory or fi scal restrictions, from structures that are as similar in terms of economic profi le as possible to those offered to the other employees of the Group in the context of the implementation of resolution 18.
In the event this delegation is used, the Board of Directors and the Statutory Auditors shall establish supplementary reports, in accordance with applicable laws.
Pursuant to Law n° 2011-525 of May 17, 2011 (“Loi de simplification et d’amélioration de la qualité du droit”), public limited companies (sociétés anonymes) no longer have the obligation to disclose agreements falling into the scope of
Resolution 23 proposed for your approval is for the purpose of granting full authority to carry out all formal publication, fi ling and other requirements as the case may be, following this
Meeting of the Company on April 27, 2011 and the delegation of power granted to me by the Board of Directors in its meeting of June 16, 2011 with the agreement of the Chief Executive
Offi cer, I, the undersigned have applied such delegation to establish in my decision of October 28, 2011 the defi nitive terms and conditions to be applied to this operation.
France, (hereafter collectively referred to as the “Employees”), limited to a maximum nominal amount of €150 million .
The delegation by the Shareholders’ Meeting as set forth above shall be carried out with the preferential subscription rights of the shareholders being waived in favor of the employees of the Group enrolled in an employee savings plan for shares or securities to be issued and with a waiver of their preferential subscription rights to those shares to which the securities issued may grant rights.
In addition to the traditional subscription formula for the capital increase offered to the employees, an investment leverage formula will be offered by the Group. In the context of this investment leverage formula, several compartments of the
Directors in its meeting of June 16, 2011, decided that the issue prices for the new shares would correspond to the following: ■ for the traditional formula, 80% of the arithmetical average of the opening price for AXA shares traded on Compartment A
“Reference Price”) ; 2. decide that, for the traditional formula, the unit subscription price for new shares offered in the context of the increase in share capital reserved for Employees will be equal to 8.43 euros, i.e. 80% of the Reference Price; 3. decide that, for the investment leverage formula, the unit subscription price for new shares offered in the context of the increase in share capital reserved for Employees will be equal to 9.10 euros, i.e. 86.40% of the Reference
I, the undersigned decide to set the dates for the retraction/
After the issue of the maximum number of 65,502,183 new shares 0.97%
After the issue of the maximum number of 65,502,183 new shares 19.70 euros
(1) The capital of AXA is determined based on the number of shares constituting the share capital declared by the Company to the Autorité des marchés fi nanciers (AMF) on October 10, 2011, i.e. 2,320,445,452 shares.
It is hereby reiterated that the numbers stated herein are calculated based on the theoretical maximum number of shares that can be issued in the context of the increase in share capital that is the subject of this report. For informational purposes only, under the SharePlan 2010 operation, a total number of 30,082,363 shares was subscribed to as follows: 1,965,084 new shares under the traditional formula, and 28,117,279 new shares under the investment leverage formula.
SPECIAL REPORT OF STATUTORY AUDITORS ON THE CAPITAL INCREASE RESERVED FOR EMPLOYEES ENROLLED IN THE EMPLOYER-SPONSORED COMPANY SAVINGS PLAN
Code, we hereby submit our report on the proposed capital increase without preferential subscription rights, up to a nominal amount of €135 million, by issuing ordinary shares or other securities with a claim to the share capital of the Company, reserved for current or former employees, executive offi cers and general insurance agents of your Company and affi liated companies or economic interest groups within the meaning of Article L.225-180 of the French Commercial Code and articles L.3344-1 and L.3344-2 of the French Labour Code who are enrolled in AXA’s employer-sponsored Company savings plan(s), on which you are being asked to deliberate and vote.
On the basis of its report, your Board of Directors proposes that you grant it, over a period of 18 months and with the right to subdelegate, the power to set the terms of such capital increase and that you waive your preferential subscription rights on any shares or securities granting a claim to shares to be issued.
Code. Our role is to express our opinion as to the fairness of the fi gures resulting from the fi nancial statements, on the proposal for suppression of the preferential subscription rights and on other information pertaining to the issue contained in this report.
Since the amount of the issue price is not set, we do not express any opinion as to the fi nal terms and conditions under which the capital increase will be carried out, and consequently, as to the proposal for suppression of the preferential subscription rights.
In accordance with Article R.225-116 of the French Commercial Code, we will prepare a complementary report, as the case may be, when your Board of Directors will make use of this authorization.
REPORT OF THE STATUTORY AUDITORS ON THE CAPITAL INCREASE WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, RESERVED FOR A CATEGORY OF BENEFICIARIES
In our capacity as Statutory Auditors of AXA, and in accordance with the terms of our assignment p ursuant to Articles L.225-135 et seq. of the French Commercial Code, we hereby submit our report on the proposed increase of the share capital without preferential subscription rights, up to a maximum nominal amount of €135 million, and reserved for a category of benefi ciaries, on which you are being asked to deliberate and vote.
This capital increase is being submitted to your approval p ursuant to Articles L.225-129-6 of the French Commercial Code.
We performed our work in accordance with the standards of our profession applicable in France. Those standards require that we plan and perform procedures to verify the fairness of the information provided in the Board of Directors’ report and the fairness of the terms and conditions under which the issue price is being determined.
Notwithstanding subsequent review of the fi nal terms under which the proposed capital increase may be conducted, we have no particular observations to make with respect to the methods used to determine the issue price that are described in the Board of
In accordance with Article R.225-116 of the French Commercial Code, we will submit a complementary report, as the case may be, when your Board of Directors will make use of this delegation.
REPORT OF THE STATUTORY AUDITORS ON THE REDUCTION OF THE SHARE CAPITAL THROUGH THE CANCELLATION OF ORDINARY SHARES
The Board of Directors requests you to give it, with the right to sub-delegate for a period of 18 months as of the date of this
Second resolution Approval of the consolidated fi nancial statements for the fi scal year 2011 The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
Third resolution Earnings appropriation for the fi scal year 2011 and declaration of a dividend of €0.69 per share The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
December 31, 2011 increased by prior-year retained earnings bring the income available for appropriation to an amount of €10,810,318,559.39; ■ hereby resolve to allocate the income available for appropriation as follows: • payment of a dividend for an amount of €1,626,466,288.80,
■ resolve to allocate to the special long-term capital gain reserve (réserve spéciale des plus-values à long terme) an amount of €300,293,069 drawn from the reserve in case of contingencies (réserve pour éventualités diverses), the
Tax Code (Code Général des Impôts), all individuals deemed to be French residents for tax purposes are eligible for a 40%
For information, the following dividends per share, dividends with tax relief, and dividends without tax relief, were granted for the preceding three fi scal years.
Considering the shares held by the Company do not give right to dividends, the amounts corresponding to unpaid dividends for such shares shall be allocated to retained earnings at the time the dividends are made available for payment. The total amount of the dividend shall be adjusted considering the number of shares held by the Company on the date the dividend is made available for payment.
m eetings, and on the basis of the Statutory Auditors’ special report on regulated agreements as set forth in Article L.22538 of the French Commercial Code, hereby approve the new agreement described therein.
m eetings, and having reviewed the Board of Directors’ report, re-appoint Mr. François Martineau, whose term of offi ce expires at the close of this Shareholders’ Meeting, as director, for a term of four years, in accordance with Article 10 of the Bylaws.
His term of offi ce will expire at the close of the Shareholders’
Sixth resolution Appointment of Mr. Stefan Lippe as director The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
m eetings, and having reviewed the Board of Directors’ report, appoint Mr. Stefan Lippe as director for a term of four years, in accordance with Article 10 of the Bylaws. His term of offi ce will expire at the close of the Shareholders’ Meeting called in 2016 to approve the fi nancial statements of the preceding fi scal year.
Seventh resolution Appointment of Mrs. Doina Palici-Chehab to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
Directors for a term of four years which will expire at the end of the Shareholders’ Meeting called in 2016 to approve the fi nancial statements of the preceding fi scal year in accordance with Article 10 of the Bylaws; ■ resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes “in favor” superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes “in favor” shall be considered as the sole resolution adopted and the other resolutions would accordingly be deemed rejected by this Shareholders’ Meeting; and that
Appointment of Mr. Olivier Dot to the Board of Directors upon proposal of the employee shareholders of the AXA Group The Shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
■ hereby appoint Mr. Olivier Dot to the Board of Directors for a term of four years which will expire at the end of the
Appointment of Mr. Herbert Fuchs to the Board of Directors upon proposal of the employee shareholders of the AXA Group The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
Appointment of Mr. Denis Gouyou-Beauchamps to the Board of Directors upon proposal of the employee shareholders of the AXA Group The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
Board of Directors for a term of four years which will expire at the end of the Shareholders’ Meeting called in 2016 to approve the fi nancial statements of the preceding fi scal year in accordance with Article 10 of the Bylaws; ■ resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes “in favor” superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes “in favor” shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders’ Meeting; and that
Appointment of Mr. Thierry Jousset to the Board of Directors upon proposal of the employee shareholders of the AXA Group The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
■ hereby appoint Mr. Thierry Jousset to the Board of Directors for a term of four years which will expire at the end of the
Appointment of Mr. Rodney Koch to the Board of Directors upon proposal of the employee shareholders of the AXA Group The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
meetings, having reviewed the Board of Directors’ report and upon proposal of the employee shareholders of the AXA Group,
Directors for a term of four years which will expire at the end of the Shareholders’ Meeting called in 2016 to approve the fi nancial statements of the preceding fi scal year in accordance with Article 10 of the Bylaws; ■ resolve that (i) if several of the seventh to the fourteenth resolutions receive a number of votes “in favor” superior to the majority of voting rights held by attending or represented shareholders, the resolution receiving the highest number of votes “in favor” shall be considered as the sole resolution adopted and the other resolutions will accordingly be deemed rejected by this Shareholders’ Meeting; and that
Fifteenth resolution Re-appointment of PricewaterhouseCoopers Audit as incumbent Statutory Auditor The shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
report, hereby re-appoint PricewaterhouseCoopers Audit as incumbent Statutory Auditor for six fi scal years. Its term of offi ce will expire at the end of the Shareholders’ Meeting called in 2018 to approve the fi nancial statements of the preceding fi scal year.
Appointment of Mr. Yves Nicolas as alternate Statutory Auditor The Shareholders, having fulfi lled the quorum and majority requirements pertaining to ordinary general s hareholders’
m eetings, and having reviewed the Board of Directors’ report, hereby appoint Mr. Yves Nicolas as alternate Statutory Auditor for six fi scal years in replacement of Mr. Patrick Frotiée whose term of offi ce expires at the end of this Shareholders’ Meeting.
(Règlement Général de l’AMF), the Commission Regulation n° 2273/2003 of December 22, 2003 and the market practices accepted by the AMF, to purchase, in one or several times and when it deems appropriate, a number of ordinary shares of the Company that may not exceed: • 10% of the total number of shares constituting the
Company’s share capital if the shares are purchased by the Company with the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution.
APPENDICES A APPENDIX VIII SHAREHOLDERS’ MEETING – APRIL 25, 2012 2) Resolve that these ordinary shares may be acquired for the following purposes: a) (i) hedging stock options or other share allocations offered to some or all eligible employees or executive offi cers of the Company and/or affi liated entities or economic interest groups as defi ned in Article L.225180 of the French Commercial Code, (ii) granting for free or assigning shares to some or all present or former employees, executive offi cers and general insurance agents enrolled in any employee savings plan sponsored by the Company or the AXA Group pursuant to applicable law, in particular Articles L.3332-1 et seq.
Commercial Code; b) optimizing the liquidity of the AXA ordinary share through a liquidity contract that complies with the
Code of Conduct approved by the AMF, and entered into with an investment service provider, in accordance with the market practice accepted by the AMF, provided that, for the calculation of the 10% limit provided for in paragraph 1) of this resolution, the number of such repurchased shares will be equal to the purchased shares minus the number of shares resold within the duration of this resolution; c) holding the shares for the purpose of subsequent payment or exchange in the context of potential external growth transactions, in accordance with the market practice accepted by the AMF; d) delivering the shares upon exercise of the rights attached to securities corresponding to debt instruments giving a claim to the Company’s share capital through repayment, conversion, exchange, presentation of a warrant or in any other manner; e) cancelling some or all the shares, provided that this Shareholders’ Meeting, approves the twentieth resolution allowing the Board of Directors to reduce the capital through the cancellation of the shares acquired pursuant to a share repurchase program; or f) more generally, performing all operations relating to hedging operations or any other admissible operation or to be subsequently admissible, by the laws and regulations in force.
The Board of Directors may, however, in the event of transactions concerning the Company’s share capital, and in particular in case of a change in the ordinary share’s nominal value, a capital increase through capitalization of reserves followed by the issue and the free allotment of shares, a stock split or re-bundling of shares, adjust the maximum purchase price referred to above in order to take into account the impact of such transactions on the value of the share. For information purposes, on
All powers are thus granted to the Board of Directors, with the right to sub-delegate, in order to implement this authorization, to specify, if need be, the terms and conditions thereof in accordance with applicable regulation and this resolution, and in particular to execute all share trading orders, enter into all agreements including for the purpose of complying with record-keeping requirements on buy and sell transactions, fi le all required disclosures with the AMF or any other organization, establish any document, in particular information documents, comply with all formal, legal and other requirements and more generally, take all necessary or appropriate measures in connection therewith.
This delegation replaces and renders null and void the unused portion of the delegation granted by the shareholders at their meeting of April 27, 2011, under the eighth resolution. It is granted for a period of 18 months, starting from the date of this Meeting.
The total nominal amount of the capital increases that may be carried out by virtue of this resolution shall not exceed €135 million, it being specifi ed that this maximum amount is common to the capital increases that may be carried out pursuant to this resolution and the nineteenth resolution herein below. Where appropriate, the nominal value of the ordinary shares to be issued by virtue of this resolution in order to safeguard the rights of owners of securities or other rights giving a claim to the Company’s share capital, as required by law and applicable contractual terms providing for other cases of adjustment, shall be added to these upper limits.
2) Resolve to waive the preferential subscription rights of shareholders in favor of members of an employer sponsored Company savings plan, with respect to ordinary shares and securities to be issued, possibly for free allotment, by virtue of this resolution. Furthermore, this resolution entails a waiver by the shareholders of their preferential subscription rights on ordinary shares to which the securities issued by virtue of this authorization may give a claim.
French Labor Code, provided that, pursuant to the abovementioned Articles, the maximum discount set shall not exceed 20% of the average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors, or its delegatee, formally sets the opening date of the subscription period. The shareholders expressly authorize the Board of
4) Authorize the Board of Directors to freely grant ordinary shares or securities giving an immediate or deferred claim to the Company’s share capital, as a substitute for all or part of the discount and/or the grant (“abondement”) as the case may be, provided that the total benefi t resulting from the discount and/or the grant (“abondement”) may not exceed the applicable legal or regulatory limits.
5) Resolve that the characteristics of any other securities giving a claim to the share capital of the Company shall be determined by the Board of Directors, or its delegatee, in accordance with the conditions set by applicable laws and regulations.
6) Grant the Board of Directors full authority, subject to the limits and conditions stipulated hereinbefore, to determine the terms and conditions of such transactions, to defer the implementation of the capital increase and specifi cally to: • resolve that the issues may be subscribed directly by eligible benefi ciaries or through mutual funds; • reduce, if need be, the scope of companies participating in the offer as compared to the scope of companies eligible for the employer-sponsored Company savings plan; • determine the terms and conditions of the issues to be carried out by virtue of this authorization, in particular as regard to dividend earning, full payment, subscription price of ordinary shares or securities giving a claim to the capital, in accordance with applicable laws and regulations; • determine the opening and closing dates of the subscription period;
• set the deadline for full payment of the subscribed ordinary shares or other securities giving a claim to the capital; • take all necessary measures in order to safeguard the rights of owners of securities or other rights giving a claim to shares of the Company, in accordance with the laws and regulations, and if applicable, the contractual terms providing for other cases of adjustment; • record the completion of the capital increase, within the limit of the number of shares or other securities giving a claim to the capital to be subscribed and amend the
Bylaws accordingly; • at its sole discretion and as it deems appropriate, charge the expenses related to the capital increases to the amount of the resulting premiums, and deduct from this amount the sums required to bring the legal reserve to one-tenth of the new share capital after each increase; • carry out all formal, legal and other requirements and obtain all authorizations necessary to the completion and the proper execution of such issues.
This authorization replaces and renders null and void the unused portion of the authorization granted by the shareholders at their
Meeting of April 27, 2011, under the nineteenth resolution. It is granted for a period of 18 months, starting from the date of this Meeting.
Labor Code and incorporated outside of France, (ii) and/or mutual funds or other employee savings plans or share plan entities invested in shares of the Company, as a legal entity or otherwise, whose shareholders or unit holders are the persons described in (i) of this paragraph, (iii) and/or any bank or any entity held by such bank, which, at the request of the Company, participates in the implementation of a structured offer to the persons mentioned in (i) of this paragraph. This structured offer shall be similar, in terms of economic profi le, to the offer implemented, in particular by virtue of a capital increase carried out pursuant to the eighteenth resolution submitted to this Shareholders’
3) Resolve that the issue price of the new shares to be issued pursuant to this authorization (i) shall not be more than 20% lower than the average quoted price of the AXA share on NYSE Euronext Paris over the twenty trading days preceding the day on which the Board of Directors, or its delegatee, sets the opening date of the subscription to a capital increase carried out by virtue of the eighteenth resolution adopted by this Shareholders’
• take all necessary measures for the furtherance of the issues; • record the completion of the capital increases resulting from this resolution and amend the Bylaws accordingly, carry out all formal, legal and other requirements, and obtain all authorizations necessary to the completion and the proper execution of such issues.
This authorization replaces and renders null and void the unused portion of the authorization granted by the Shareholders at their Meeting of April 27, 2011, under the twentieth resolution.
It is granted for a period of 18 months, starting from the date of this Meeting.
Ordinary Shareholders’ Meeting p ursuant to Article L.225209 of the French Commercial Code, up to a maximum amount of 10% of the Company’s share capital for any 24-month period, provided that such 10% limit applies to an adjusted number of shares, where appropriate, depending on the transactions affecting the share capital after the date of this Shareholders’ Meeting, and to reduce the share capital accordingly.
Meeting of April 27, 2011, under the twenty-fourth resolution. It is granted for a period of 18 months, starting from the date of this Shareholders’ Meeting.
Twenty-fi rst resolution Modifi cation of the Bylaws regarding agreements for ongoing business operations conducted in a usual way The Shareholders, having fulfi lled the quorum and majority requirements pertaining to extraordinary general s hareholders’
Directors, except for agreements which purpose or fi nancial commitments have no material signifi cance for any party. The list of agreements and their purpose shall in turn be disclosed by the Chairman to the members of the Board of Directors and to the Statutory Auditors of the Company.”
Chief Executive Offi cers or a shareholder holding a percentage of the voting power above the applicable threshold (if such shareholder is a legal entity, the c ompany that controls it within the meaning of Article L.233-3 of the French Commercial Code)
must be submitted to the prior approval of the Board of Directors.
Executive Offi cer or a Deputy Chief Executive Offi cer of the
The foregoing provisions do not apply to agreements for ongoing business operations conducted in a usual way ”.
Twenty-second resolution Modifi cation of the Bylaws regarding the electronic signature The shareholders, having fulfi lled the quorum and majority requirements pertaining to extraordinary general s hareholders’
Article 23 drafted as follows: “The online completion and signature of these forms could be done directly on the secured website that has been set up to centralize the management of Shareholders’ Meetings, via a secure username (log-in) and password system, compliant with the fi rst sentence of the second point of Article 1316-4 of the French Civil Code (Code Civil), if the Board of Directors so decides at the time of the n otice of m eeting. The proxy or voting forms completed electronically prior to the meeting, as well as the acknowledgement of receipt that will be given in reply, will be considered as irrevocable and opposable written proofs. The proxy is however revocable in the same conditions as the ones requested for the appointment of the shareholder representative. In the event shares are sold or otherwise legally transferred before the third business day preceding the
Shareholders’ Meeting at 0.00 am Paris time, the Company shall invalidate or modify accordingly, as the case may be, the proxy or voting form completed online prior to the meeting.”
Martineau has been an Attorney since 1976. In 1981, he was
“Secrétaire de la Conférence”. In 1985, he was a lecturer at the
Mr. Stefan Lippe is a graduate in mathematics and business administration from the University of Mannheim. He obtained his doctorate in 1982 while working as a scientifi c assistant to the chair of insurance business management, being awarded the
Kurt Hamann foundation prize for his thesis. In October 1983, he joined Bavarian Re (a former Swiss Re subsidiary). From 1985, he was involved in the casualty department’s operations in the German-speaking area. In 1986, he became Head of the non-proportional underwriting department. He was appointed member of the Management Board in 1988 when he assumed responsibility for the company’s casualty line of business in the German-speaking area. In 1993, he became Chairman of the Management Board of Bavarian Re. Mr. Stefan Lippe was appointed a member of Swiss Re’s Executive Board in 1995, as Head of the Bavarian Re Group. In 2001, he was assigned the role of Head of the Property & Casualty Business Group and appointed a member of Swiss Re’s Executive Committee.
and Acqufi n AG and serves currently as Vice- Chairman of the
Vice-Chairman of the Board of Directors: ■ Acqupart Holding AG (Switzerland)
Chief Executive Offi cer of AXA Business Services Pvt Ltd., Bangalore (India)
Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA s hares held
■ Diploma of advanced studies (DEA) in social and economic administration - specialization in international relations; Paris VII
■ 1990 to 1997: General secretariat for companies of the UAP
■ 2003 to 2007: Legal adviser, general secretariat for several companies and funds - AXA Investment Managers Paris
■ AXA Travel Insurance since 2010 - Head of Direct worldwide remit
■ Computer maintenance RCV (1998-2003) and distribution software for agents (2004-2007)
■ Monitoring of the quality of reinsurance contracts related to health and social welfare
Number of AXA shares and/or number of units in AXA Mutual funds invested in AXA s hares held on December 31, 2011: 6,067
State; currently enrolled in Master of Global Management program – Thunderbird School of Global Management
■ Life 2012 AWD and xPression projects Phases 1 & 2 2009-
Other functions: ■ WebStation and AXA Partners Siebel System Support 2005-
General Counsel & Chief Financial Offi cer of AXA Banque (France)
General Counsel & Chief Financial Officer of the banking activities of AXA in France (since early 2011)
■ As Chief Financial Offi cer, in charge of statutory & consolidated fi nancial statements, management accounting & fi nancial control, profi tability & margins analysis, strategic planning, as well as investments and asset-liability management
■ Member of the m anagement b oard of AXA Banque SA
Report and the Social Data Report are available on the website
Responsibility, including: ■ the formal integration of CR into local and Group strategic planning processes
■ the launch of “Risk Research & Education” as the Group’s
As a result, AXA’s salaried workforce footprint in 2011 was: 67% in Europe (vs. 64% in 2010), 18% in Asia-Pacifi c (vs. 19%
In response to AXA intensifying its effort in favor of increased diversity, the proportion of female executives rose from 22.6% to 23.7%, and the proportion of female managers also increased: from 38.5% to 39.3%. In total, AXA’s gender balance is 51.9%
The internal mobility rate slightly decreased from 11.7% in 2010 to 11.0% in 2011. The turnover slightly increased from 14.4% in 2010 to 15.4% in 2011. With regards to geographical areas, the turnover is higher in Asia Pacifi c/Middle East (28.5%)
The initial agreement was concluded before the European directive on works councils became mandatory. In this way, staff rights to be consulted and informed were freely agreed on by management and employee representatives before the directive’s compulsory provisions actually came into effect.
EWC’s bureau, which features thirteen representatives, meets monthly. Up to 50 employee representatives may be present in the EWC, which leads smaller affi liates to be adequately represented.
European Works Council’s framework agreement. Other affi liates outside the scope of the EWC have also developed social dialogue agreements, but these are not monitored at
A major complementary agreement on anticipating employment changes within European AXA entities was signed in 2011. This agreement is detailed below.
The aforementioned Group EWC agreement provides a certain number of commitments to employees in the event of major organizational changes with impacts on jobs. AXA has developed the following principles with a view to guiding its various European business units in their local management: ■ When organizational changes affect jobs, AXA pledges to supply relevant information and, as appropriate in light of local cultures and rules, to consult with employees and their representatives; ■ In connection with this information-gathering and consultative process, the data and information provided by AXA will include possible alternative solutions if relevant; ■ Factoring in the interests of its employees, clients and shareholders, AXA undertakes to maximize any opportunities for internal and external redeployments, when applicable, for all AXA employees affected by possible employment issues;
In addition, in 2011, AXA achieved a signifi cant milestone with the signature, by the management of the Group, UNI Europe
The agreement enables the defi nition by the social partners of a joint approach to anticipate structural changes with a possible impact on the Group’s businesses. It also confi rms the relevance of the European level to discuss employment issues at AXA, and is a renewed affi rmation of the importance of a constructive and permanent social dialogue. In particular, social partners are taking the following three main commitments: ■ The Group management will regularly inform the EWC about strategic changes caused by the European macroeconomic environment, as well as about the changes in the insurance sector
■ A “European skills and employment observatory” is established in order to anticipate the evolution of the skills needed within the Group.
■ Measures are taken to preserve the employability of the AXA
Group’s employees in Europe and to support employees whose position might be threatened.
97% of the positions it offered were taken hold of on an internal basis. This resulted in career development prospects for employees as well as a major cost savings.
AXA also initiated work on Strategic Workforce Planning at Group level in 2011. The focus is set on building a more comprehensive and a forward-looking vision of the business, including the impact of upcoming demographic challenges.
AXA Switzerland, AXA France and AXA Assistance for example are already working on Strategic Workforce Planning.
The average number of working hours per week in AXA was 36.1 hours (35.7 hours in 2010, including part-time employees)
(226.1 days in 2010). Overtime working hours compared to the total number of working hours has slightly decreased from 1.8% in 2010 to 1.6% in 2011. The percentage of part-time employees was 12.1% for non-sales force and 2.7% for sales force.
One of the Group’s key HR priorities for 2011 was to launch an operational framework on fl exible work life. This project was co-supervised by Group HR, AXA Japan, and a core team comprised of fi ve other AXA entities. This project focuses on developing a business rationale, a range of good practices, and a supporting toolkit for entities implementing components of fl exible work life.
AXA Ireland, 14.5% of the employees worked on a part time basis in 2011. In addition to the normal legal entitlements,
AXA Ireland also offered parenting employees extra time off during the summer holidays. In AXA Equitable (USA), as part of the Women’s Outreach at Work (WOW) Employee Resource
This group seeks to identify ways to share information and resources about being a working parent. A few highlights of the work done by this committee include sponsorship of “Bring
Month”. At AXA Hong-Kong, every last Friday of the month, before each major festival or public holidays, employees are invited to leave work early.
With €7,891 million, AXA’s total compensation expenses are stable on a comparable basis (+0.1% compared to 2010) as well as the proportion of fi xed pay related to wages (+1.0%
Additional benefi ts Benefi ts form a signifi cant part of AXA’s overall employee value proposition. They can either supplement local government provided health and welfare programs or be the primary source of these benefi ts in some countries. They can also be used to deliver the remuneration package in a tax favourable way.
AXA’s benefi ts approach is primarily country-driven, since employee benefi t plans can vary signifi cantly between countries due to different levels of social benefi ts provisions and diverse tax and legal regulations. However, AXA’s policy is to target benefi ts coverage at the median of the relevant market and encourage fl exible benefi ts schemes, as this allows employees choose the set of benefi ts they perceive as high-value. The
Shareplan Program Through the “Shareplan” program, the Group encourages its employees to become AXA shareholders and, in doing so, become more engaged. Offered internationally for the fi rst time in 1994, the annual Shareplan operation gives AXA employees an opportunity to buy Group shares at preferential rates. In 2011, this offer covered 41 countries in which AXA represented 26,000 employees with a total subscription of €332 million, bringing the total employee shareholding at 7.34% of the equity capital.
AXA France and the AXA Group headquarters (GIE) include provisions related to paper consumption. AXA France has also set aside a dedicated budget since 2008 to address genderbased pay gaps, as developed in the D&I section below. AXA
Germany launched an initiative in 2011 whereby managers can allocate extra benefi ts for employees that have shown a signifi cant effort. The employees may select a reward of their choice in a catalogue of presents with various price categories.
Group-level D&I priorities and governance In 2011, AXA’s fi ve D&I Priorities were: 1) setting a D&I
To further support an inclusive culture in AXA, there is an
Inclusive Culture at AXA” has been developed and piloted. This course looks at areas such as unconscious bias, in groups and out groups, group think and micro behaviours in regards to inclusive culture. It will be available in 9 languages and rolled out company-wide in 2012.
In addition, training for all sales managers has been set up to provide them with the legal framework for non-discrimination, and more generally on diversity management. AXA IM set up another year-long mentoring programme to support the senior talented women identifi ed in the 2011 Talent Management process. Also former female mentees, previously mentored by Executive Committee members, began mentoring highpotential men and women in various locations providing all parties with a development and networking opportunity. AXA
their own management style. It has introduced in 2011 for high potentials in their fi rst management responsibility. A similar initiative has been launched at AXA Germany where mentees benefi t from their male mentors who provide them with advice.
Through this program, they have the opportunity to share more easily gender-specifi c problems and to boost their career. In 2011, AXA Belgium continued with the AXA W o-M en@W ork award which rewards a CEO, CFO, CIO, COO, or Board member, outside of AXA, who is actively promoting gender diversity within the senior management of his or her company or organization.
Potentials. The program is designed to raise awareness of the effects of body language, spoken language, and cultural mores on productivity in the workplace. This goes beyond traditional diversity training to the next level of leadership: creating a truly inclusive workplace. AXA Mexico offered diversity courses nation-wide with the aim to raise awareness among all employees regarding discrimination and exclusion of team members, peers, colleagues. AXA Equitable was named 2011 Diversity Leader by the “Profi les in Diversity” journal and received an Honors Award from the Association of Diversity
Local initiatives: employees with disabilities AXA entities also promote the integration of employees with disabilities. In the French perimeter (where it is legal to report this fi gure), the number of employees with disabilities went from 690 in 2010 to 746 in 2011. Local initiatives in this area include for example, AXA Global Direct Spain, which signed an agreement in order to facilitate the integration of employees with disabilities into the Company and help staff and families to know more about legal benefi ts for people with disabilities.
Council, whereby specifi c facilities accessible for the people with disabilities are provided, such as adapted elevators, even fl oors and doorsteps, special rest room facilities and ramps.
Singapore won the Singapore Health Promotion Board award for the quality of its workplace health promotion, which includes health-related meetings and cooking and exercise classes.
One of the main activities conducted in 2011 under this program was the “Wellness Challenge” which was launched after a company-wide health screening and fi tness test. A
“friendly workspace” certifi cation, an offi cial label for employerfriendly companies in Switzerland. This certifi cation is based on an independent audit of the health management strategy. AXA
Mexico developed lactation rooms for working mothers, who also receive extra fi nancial support. The entity also offers parttime schedules for seniors to enable them to better prepare for
In 2011, the AXA L&D community started to shape a common program portfolio across geographies. Dedicated L&D
Local initiatives Several entities have been rewarded for their involvement in this fi eld. AXA UK won the London Relational Large
(OTR), a systematic review of the organization structure required by its current business and its future needs. It also helps to review the team dynamics, the talent depth and the talent fl ow. Moreover, it provides a picture of the organization challenges and of the key positions; it helps identify the potential of the key people considering their performance and leadership behaviours; it helps build and share a robust and solid “talent pipeline” to ensure the right staffi ng around the globe; and to discuss career paths, development plans and prepare the next move, including international mobility, for key people. Since 2010, AXA also uses the process to review the organization and its people from the perspective of its new global business lines and their respective areas of expertise. In 2011, AXA further calibrated the identifi cation and assessment of talents through talent sharing sessions, at which cross-entity succession plans for selected key positions are shared among the HR community.
PeopleSoft platform for Performance Management (38,000 employees in 2010). Also in 2011, the Group also delivered a new “AXA 360°” platform for all entities to accelerate our leaders’ development through feedback on their leadership competencies. 2,000 Executives and Managers went through this process. The tool is available in 20 languages.
Monitoring Human Resources risks Along the years, AXA developed a full framework to identify and measure operational risks that may arise from a failure in its organization, systems, and resources or from external events.
Ensuring an adequate mitigation of these risks across the Group has been essential to the risk management functions. With respect to its employment practices, AXA has now defi ned, and will further strengthen in 2012, its Human Resources Key Risk
Indicators (HR KRI). This will help to retain employees, attract top talent, better manage employee relations, and contribute to a safer and healthier environment for the workforce.
To the extent that the Company’s activities are decentralized and their staff are spread among numerous locations, it generally has no signifi cant direct impact on local employment or development in any given region. It does not resort to signifi cant levels of subcontracting.
However, as a provider of insurance, savings and investment services, AXA is an actor of economic growth and social development through the support of over 100 million clients, local communities and businesses. Indeed AXA’s business is to protect people and businesses, their belongings, their health, their savings, their assets over the long run, providing peace of mind through uncertainty and support when it is most needed.
This means designing reliable insurance and investment solutions to meet the needs of our customers, managing risks and claims in a professional way, acting as a major long-term investor, but also sharing our business expertise by helping to build better understanding of the risks faced by individuals and society at large.
AXA Research Fund Since AXA’s business is based on developing knowledge of risks, the AXA Research Fund (www.axa-research.org) was created in 2008 to fi nance basic research contributing to understand and prevent: ■ Environmental risks, such as climate-related risks and the socio-economic consequences of natural disasters
■ Socio-economic risks, such as geopolitical, fi nancial, economic, social and major corporate risks
It will thus foster innovative world-class research on those major risks, by providing outstanding researchers with the best possible working conditions, contributing to the development of highly competitive institutions, and encouraging a living research community committed to a better understanding of these risks. Through this philanthropic initiative, AXA strives to share knowledge on risks that are a challenge for society and thus nurture public debate on those topics. This is why the outcome of this research is made public: AXA does not own any intellectual property on the research, and actively helps researchers to disseminate their work, via publications and events, and builds cooperation on a voluntary basis between various experts - including AXA business experts - and the researchers supported by AXA.
Since its creation, the AXA Research Fund invested €68 million to support 300 research teams of 42 nationalities in 22 countries. Funding is granted in accordance with the decisions of the AXA Research Fund’s Scientifi c Board, composed of world-renowned researchers and AXA representatives. In 2011, 3 research chairs were selected, as well as 15 research teams, 41 post doctoral fellowships (2 years duration) and 29 doctoral fellowships (3 years) for a total amount of €23.3 million.
AXA-CARE Risk Research & Education Project In 2011, the AXA Group partnered with CARE, an international humanitarian NGO, to help vulnerable populations better prepare for climate-related risks. With this three-year partnership, AXA and CARE have chosen to work on two key projects: ■ “Where the Rain Falls”, an international research project conducted with the United Nations University in India,
■ Several programs aimed at raising awareness on natural disaster prevention, targeting communities that are particularly exposed to this type of risks in emerging countries.
These projects, whose objective is to reduce the human and economic impacts of such disasters, are implemented in
Risk prevention projects Most AXA entities support local risk prevention projects through sponsorship, philanthropy or products in the fi eld of road safety, health prevention, climate change, accidents at work etc.
Prévention. AXA’s MedLA region is rolling out across several entities an online prevention tool for SMEs. AXA Romania supports parenting advice for both employees and customers, with themes including fi nancial protection.
Hearts In Action”, the Group’s employee volunteering program. In 2011, 19,800 AXA Hearts In Action volunteers around the world made their skills, time and generosity available to support more than 1,200 charities with a view of helping underprivileged people. AXA donated more than 38,200 working hours to allow employees to volunteer.
The themes covered by AXA Hearts In Action are selected by employees in light of local issues, and include fi ghting against exclusion and helping children in need, people with disabilities and victims of natural disasters.
à l’Initiative Economique (which helps people excluded from the usual circuits set up their own business) and a French mutual insurer, MACIF, offers since 2007 basic covers sold at cost. Three policies are available: two Comprehensive
Business Insurance packages for entrepreneurs starting up either at home or on dedicated business premises, a Motor
Policy and a Business Liability offer. The average premiums are less than 1 euro per day. As the pilot projects revealed an encouraging trend, the offer was extended nationwide in early 2009. As of 2011, the product is maintained despite slow growth. This genuine microinsurance product (not just a low cost offer) is relatively unique in a developed economy.
However, this experience reveals the need for more insurance education targeting this segment of population.
■ India: after a three years investigation, product design and partnership phase, AXA microinsurance (Personal Accident&
Assistance, Motor Robbery lump sum compensations), as well as the “Tarea microlife” insurance product with scholarships distributed via a local partner. These products’
AXA launched a worldwide e-learning initiative in 2010 covering selected topics in the Guide, namely insider trading, corruption, competition law, improper gifts and entertainment and Corporate Responsibility. This initiative is currently being rolled out.
HUMAN RIGHTS: GROUP COMMITMENTS, INTERNATIONAL LABOUR ORGANIZATION (ILO) STANDARDS AND REPORTING
UN Global Compact In addition to compliance with national law and regulations,
AXA also made formal commitments to comply with and promote its ten guiding principles in the areas of human rights, labour, environment and anticorruption. These principles are derived from the Universal Declaration of Human
Ethics Guide refers to the UN Global Compact in its founding principles. Both the Compliance Guide and UN Global Compact adhesion are applicable to every AXA entity. Procurement guidelines also include explicit references to Human Rights concerns (below).
■ The AXA Group “Policy on business relationships involving sanctioned countries and countries identifi ed as having high levels of corruption or political risk” formalises the Group’s policies and procedures with respect to business in or with countries that are subject to international sanctions or embargoes or otherwise identifi ed as high corruption, high political risk and/or tax haven jurisdictions.
■ AXA’s reputation risk management framework and tools enable AXA to analyse and mitigate the risks posed by sensitive business sectors, both in terms of investments and insurance.
“General Expenses & Professional Services” contracts, and the scope was extended to “Insurance Procurement” contracts
(related to customer claims) in 2010. In 2011 the Group reached a penetration rate of around 89% of new or renewed contracts for IT and “General Expenses & Professional Services” and around 87% for “Insurance Procurement”.
In addition, the Group applies social and environmental criteria to assess supplier performance. These criteria enable the
Based on AXA’s CR stakes matrix, suppliers combining high or medium risks and high purchase volumes are targeted fi rst.
risks and give suppliers a tangible incentive to improve their performance. When re-assessed, most suppliers have shown signifi cant progress (the average score of the suppliers with an initial score of 4/10 or less has improved from 3.62 to 4.59/10).
Specifi c training sessions are regularly organised with buyers to explain the issues involved and support them in the process and action plan follow-up.
rating agencies were as follows: ■ SAM (November 2011): 63% (vs. sector average of 39%)
Headcount of salaried workforce (non sales and sales force, fi xed-term contract only) 3,937 emp. -21.8% 5,032 emp.
Average FTE of salaried workforce (non sales and sales force, open-ended contract only) 104,948.7 fte -6.2 % 111,912.3 fte
Average age of salaried workforce (non sales and sales force, open-ended contract only) 40.8 yrs 0.8% 40.5 yrs
Average length of service (non sales and sales force, fi xed-term contract only) 11.5 yrs 3.3% 11.1 yrs
Number of employees with disabilities - concerns entities listed in France only 746 emp. 690 emp.
Movements of salaried workforce (non sales and sales force, open-ended contract only)
Net headcount evolution (non sales force entries versus non sales force departures) -6,050 emp. -1,697 emp.
■ Number of fi xed-term contract transformed into open-ended contract 1,339 emp. 1,326 emp.
■ Number of re-hires in the Company 423 emp. 503 emp.
■ Number of entries following mergers and acquisitions 254 emp. 302 emp.
■ Number of fi xed-term contract transformed into open-ended contract 200 emp. 234 emp.
■ Number of re-hires in the Company 21 emp. 61 emp.
Movements of salaried workforce (non sales and sales force, fi xed-term contract only)
■ Number of ends of fi xed-term contracts 4,309 emp. 3,937 emp.
■ Number of ends of fi xed-term contracts 499 emp. 457 emp.
Turnover rate of salaried workforce (non sales and sales force, open-ended contract only) 15.4 % 6.8% 14.4 %
■ Turnover rate linked to retirements/pre-retirements and other reasons of departures 1.7 % 1.1 %
■ Proportion of variable pay (related to wages) 60.5 % -8.1% (f) 44.7 %
Number of training days provided (non sales and sales force, open-ended contract only) 282,571 days -7.5% 305,547 days
Percentage of salaried workforce having received at least one training course 82.7 % -0.5% 83.1 %
■ Percentage of non sales force having received at least one training course 80.5 % 80.8 %
■ Percentage of sales force having received at least one training course 95.1 % 96.0 %
■ Average number of training days per sales force employee 3.9 days 4.5 days
Average percentage of overtime hours by experts & staff and by day 1.6 % 1.8 %
■ Proportion of short term sick absences 79.9 % 77.9 %
■ Proportion of long term sick absences 21.1 % 23.0 %
■ Proportion of absences due to work related accidents 1.8 % 1.9 %
■ Proportion of absences due to sickness 65.2 % 60.2 %
(a) Perimeter re-baselining: in order to align and reconcile with the Group’s Finance Department, the Social Data Reporting (SDR) perimeter had to be re-baselined. Certain entities within the Asian perimeter were excluded in 2011 as well as in 2010. For additional information, please see the “Table of principal subsidiaries with Group share of interests and voting right percentages” included in Part 1.2 of this Annual Report as well as Note 3 “Scope of consolidation” included in Part 4 “Consolidated Financial Statements”.
(e) As per the defi nition of compensation, it includes the individual fi xed pay, the individual variable pay, employer social contribution and collective profi t sharing (if any) and excludes equity based compensation (stock options, performance units, performance shares, AXA Miles). All monetary fi gures take into account the side effects of FOREX (FOreign EXchange). .
(f) In 2010, no monetary fi gures were reported for all Alliance Bernstein entities which mainly explains the evolutions on a reported perimeter for any compensation related fi gure as well as for the proportions of fi xed and variable pay. Hence the evolutions displayed are calculated on a comparable perimeter.
. No complaints, to AXA’s knowledge, relating to noise and odour issues were fi led against the Group.
Carbon dioxide is the most signifi cant greenhouse gas emitted by AXA (related to fossil fuel and electricity consumption).
The AXA Group coordinates a network of dedicated environmental managers and employees in local subsidiaries.
In 2011, the sixth annual transport survey, used to help estimating the amount of CO
emissions related to commuting from home to work, included all countries in the reporting scope and was available in 22 languages. In order to increase the educational component of the survey, a personalised results page was developed to provide employees with a comparison of their annual work-place commuting CO
Asian and American countries. The auditors’ statement of assurance is included in the Activity and Corporate
In 2011, 40 sites were reported to have some form of environmental certifi cation.
The AXA Group is committed to reducing the “direct” impact of its activities on the environment, in particular by improving site management policies. Group entities, as part of their broader
CR strategy, roll out action plans to reduce their environmental impact with respect to water, paper, energy consumption and CO
AXA’s power consumption per FTE decreased by 5% in 2011 compared to 2010. The proportion of renewable energy consumed by AXA’s premises is 34%. AXA’s premises use electricity (77% of fl oor space), gas (16% of fl oor space) and fuel/steam (7% of fl oor space).
Services (AXA Tech), the Group’s IT subsidiary, affi liated with the Climate Savers Computing Initiative (an environmental standards benchmark for all computers, screens and printers).
PCs, representing 35% of the IT pool. At the end of 2012, this will represent 75% of the IT pool. AXA Tech is also continuing its server virtualisation strategy (reduction of the number of physical servers). At the end of 2011, 55 % of the servers were used virtually. In 2010, AXA Tech tested the implementation of an automatic power cut-off system which does not disrupt software updates. This program was successfully implemented in AXA UK, AXA Belgium and AXA Switzerland and is being rolled-out across the rest of the Group.
emissions per FTE related to energy and business travel (air, rail and car fl eet) were reduced by 14% between 2010 and 2011. 58% of Group CO
While multiple local entities have developed greenhouse gas emissions standards for their business travels (air, train, vehicle fl eets) over the years, the Group defi ned common environmental travel guidelines in 2010, which were rolled out across the
Ownership calculations. The Guidelines also feature vehicle security standards and promote employee access to “safe and green driving” courses. Regarding business travel, train and economy travel is encouraged (rail is to be chosen over air for short distances when available, and business class fl ights, which have a larger CO
a local example, AXA Switzerland replaced over 500 fl ights through the use of AXA Presence which represents around 180 tonnes of CO
Survey, for the fi rst time the Group gave the opportunity to the entity with the highest participation rate to win a Group donation to support an environmental project. AXA Assurances in Gabon won this contest and fi nanced a TV documentary,
AXA’s water consumption per FTE decreased by 3% between 2010 and 2011. Related initiatives include the installation of water-saving faucets at various entities. AXA Corporate Solutions improved its cooling towers to reduce water consumption.
AXA Business Services India installed water level controllers for the overhead tanks, so that there is no water overfl ow and resulting wastage. The entity also recycles rainwater. Entities such as AXA France and AXA Ivory Coast have improved their monitoring of meters and bills to reduce over-consumption and detect leaks. In addition, AXA France has put in place several initiatives to reduce its water consumption (e.g. reduced water pressure, installed eco aerators, etc.).
Various entities have implemented a printing policy to help reduce offi ce paper consumption and achieve the Group target of 15%
AXA is also working on increasing the volume of paper originating from recycled sources or sustainably managed forests. In 2011, AXA increased from 52% to 64% its offi ce paper from recycled sources and from 47% to 72% its marketing and distribution paper. This trend is the result of the roll-out of various internal campaigns. In 2011, the Group rolled out environmentally-friendly paper sourcing minimum standards, which will be integrated in supplier tenders. Certain entities, such as AXA Switzerland, already source 100% of their paper from recycled or sustainably managed sources.
(WEEE) Directive. Ink cartridges are systematically recycled by local entities, and many of them voluntarily collect various waste streams for recycling (e.g. used batteries). In 2011, 48% of ink cartridges were recycled. Other initiatives include the installation of recycling bins in meeting rooms, replacing disposable cups, plates and cutlery with non-disposable items, rolling out awareness campaigns, etc. Many entities sort, collect and recycle various types of waste such as compact fl uorescent lamps, mobile phones, batteries, ink cartridges, cans, kitchen waste, etc., often in partnership with NGOs or protected employment organisations.
Numerous offers with environmental added-value (further developed in the Group Activity and Corporate Responsibility
In the Asset Management business, AXA IM has developed a signifi cant Responsible Investment (RI) expertise and tools since 2001. AXA IM developed “RI Search”, a responsible investment research, analysis and environmental, social and governance (ESG) performance evaluation tool. RI Search enables AXA IM fund managers across all areas of expertise, to easily take into account ESG criteria and carbon emissions, when managing their funds and making investment decisions.
It also allows fund managers to: ■ Assess the extra-fi nancial risk of an investment or a portfolio of more than 600 companies; ■ Measure a portfolio’s carbon footprint or pick companies according to their carbon intensity; ■ Integrate new factors of performance and stock picking into investment process; ■ Enrich client reporting and better respond to new client requirements; ■ Have access to AXA IM’s RI team’s research.
is now able the measure accurately the carbon footprint of its different portfolios, to benchmark them and to integrate this data into portfolio management. Low-carbon portfolios can also be developed for clients.
In 2010-2011, AXA IM engaged in an external verifi cation process by an independent expert, Deloitte, with regard to the compliance of its RI funds in line with the Principles of
AXA IM is demonstrating to investors that the construction and management of its RI funds are in line with both their expectations and their convictions.
Green Rating audits, performed on a systematic basis as part of its acquisition due diligence process and focusing on six tangible indicators (energy, water, waste, well-being, transports and carbon). AXA Real Estate has also developed a proprietary
Both AXA IM and AXA Private Equity are UN Principles for
Responsible Investment (UN PRI) signatories since 2007 and 2008 respectively. AllianceBernstein also signed up to the UN
Offi cer. The RIC’s mandate is to develop a global approach to responsible investment issues which takes into account both controversial sectors on a reputation standpoint, and the more positive inclusion of ESG issues in investments processes, from a performance and risk management perspective.
RI policy, updated the Group’s controversial weapons policy, organised RI training & awareness raising sessions for key executives, and conducted an internal survey to gauge the level of interest and knowledge about RI, as well the variety of beliefs held across the Group. The committee also conducted a peer benchmark spanning a broad spectrum of RI issues and an in-depth analysis of the impact of climate-change on AXA’s investment portfolio.
Resources scarcity, climate change and the associated likely increase in natural catastrophes will have a signifi cant impact on the insurance business over the coming decades. This impact will materialise in the form of growing or new emerging risks and liabilities, evolving investment trends, and changing customers’ lifestyles, hence coverage needs.
AXA’s position is not only to adapt, but to take advantage of its privileged position to provide solutions. Indeed insurers are well equipped to address climate-related risks. They can fund and promote risk research and education. They possess loss data, as well as models and tools to analyse and project this data. They have a duty to unveil and disseminate knowledge about such new risks, including poorly known threats to society. Once a proper risk assessment is made, insurers can leverage this information in order to catalyse necessary changes. They can give incentives to induce behaviour changes in consumption and living habits that impact both the causes and the consequences of climate change. Indeed riskbased insurance premiums and adapted claims management are strong incentives for society to address risks and improve its resilience. The development of new technologies, such as renewable energy, can be hindered by a lack of insurance.
Insurers, through their signifi cant investments, are also well positioned to send the right signals to the investment community and to specifi c invested companies.
also supports collaborative and complementary frameworks such as the Carbon Disclosure Project, the UN Principles for
more generally). In 2011, AllianceBernstein, the Group’s USbased global asset management entity, decided to join the
UN-Principles for Responsible Investment (UN PRI). The entity has created a dedicated Responsible Investment Committee in order to ensure the Principles are an integral part of the decision-making process. Other engagements include the following: in 2010, the Group signed the World Business
Climate” (WBCSD/UNEP FI/UN Global Compact: AXA Group 2008), Carbon Disclosure Project (AXA Group partnership since 2005), “Sustainable Development Charter” (Fédération
such as fuel tanks for backup electricity generators, or major air conditioning systems. In 2011, the Group reported 48 sites with a specifi c permit. Their impact on the neighboring environment is minimal. Nevertheless, being classifi ed, those facilities benefi t from adequate maintenance and their compliance with local legal obligations is monitored regularly. The full range of expenditures incurred to promote environmental preservation is minor, local and of a heterogeneous nature, and as such, is not monitored at Group level. No specifi c provisions or guarantees covering environmental risks have been set aside, considering the limited litigation risks arising from the management of AXA’s direct environmental footprint.
KPI: Power consumption per person Kwh/FTE 4,929 4,662 Evolution compared to 2010 -5% TRANSPORTATION
KPI: Offi ce paper consumption per person kg/FTE 43 31 Evolution compared to 2010 -27% Paper recycled and/or guaranteeing sustainable management: offi ce % 52 64
KPI: Marketing and distribution paper consumption per customer (j) kg/customer 0.15 0.12 Evolution compared to 2010 -17% Paper recycled and/or guaranteeing sustainable management: marketing & distribution % 47 72
Stable reporting perimeter compared to 2010, representing the 41 most signifi cant countries where the AXA Group is present. Key Performance Indicators (KPIs) highlighted in bold.
(a) In 2011, environmental indicators were collected for sites representing 94,889 FTEs (unless otherwise indicated in these footnotes) and were then extrapolated, continent by continent, to cover all 104,972 salaried FTEs working at the AXA Group as of 31/12/2011. Of note, the salaried FTE base used for extrapolation was modifi ed in 2011 to align and reconcile with the Group’s Finance Department reporting and consolidation principles. As a result, certain entities within the Asian perimeter were excluded from the extrapolation perimeter but not from the data collection scope, which explains an FTE decrease compared to previous years. In 2010, this process took place on the basis of data collected from 96,645 FTEs, extrapolated to 122,671 FTEs.
(b) Includes electricity, natural gas, fuel, steam and covers 94,784 FTEs.
(e) The emissions factors specifi c to each country used for energy, train and air were revised in 2011, which has had a positive impact on the Group CO2 KPI, and is particularly noticeable for train travel. An 18% decreased is visible if 2011 emission factors are used in published 2010 data. These factors are based on standards established by ADEME (Agence de l’Environnement et de la Maîtrise de l’Énergie - France) and the lnternational Energy Agency (IEA).
(i) Offi ce paper indicator covers 94,807 FTEs, whilst marketing and distribution covers 91,478 FTEs, as certain entities have not been able to report this data.
(j) The Group had 101.000.000 customers in 2011 and 95.000.000 in 2010. The 2010 fi gure has been updated based on revised Group marketing data.
(l) Unsorted wasted covers 71,613 FTE, which is low as many entities are currently unable to monitor this waste fl ow.
You will fi nd below the references to the extracts of the registration document corresponding to the parts of the Board of Directors’ report as approved by the Board of Directors of the Company.
APPENDIX XI COMMISSION REGULATION OF APRIL 29, 2004 - CORRESPONDENCE TABLE
Pages 16. Board practices 16.1. Date of expiration of the current term of offi ce 106 to 107 16.2. Information about members of the management bodies’ service contracts with the issuer or any of its subsidiaries 16.3. Information on the Audit Committee and the Remuneration Committee 115 to 116 and 16.4. Statement of compliance with the country of incorporation’s corporate governance regime 104 and 419 to 420 17.1. Number of employees 121 and 506 to 510 17.2. Shareholdings and stock options 133 to 142 and 152 to 153 17.3. Arrangements for involving the employees in the capital of the issuer 158 and 164 to 165 19. Related party transactions 164 to 165 20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information (1) 228 to 402 20.2. Pro forma fi nancial information n/a 20.4. Auditing of historical annual fi nancial information 403 to 404 and 429 20.5. Age of latest fi nancial information 426 to 428 20.6. Interim and other fi nancial information 426 to 428 20.8. Legal and arbitration proceedings 399 to 401 20.9. Signifi cant change in the issuer’s fi nancial or trading position 40; 96 to 101 and 402 21. Additional information 21.2. Memorandum and Articles of association 104 to 106 and 22. Material contracts n/a 23. Third party information and statement by experts and declarations of any interest n/a 24. Documents on display 428 25. Information on holdings 9 to 11 and
Annual Financial Report (Rapport Financier Annuel) referred to in paragraph I of Article L.451-1-2 of the French Monetary and
Statement made by the person responsible for the Annual Financial Report 429
Report of the Statutory Auditors on the fi nancial statements of the Company-parent only 457 to 458
Report of the Statutory Auditors on the consolidated fi nancial statements of the Group 403 to 404
Report of the Chairman of the Board of Directors on the conditions of preparation and organization of the Board’s work and on internal control procedures 412 to 420
Report of the Statutory Auditors on the Report of the Chairman of the Board of Directors 421 to 422
www.axa.com on which you will fi nd the aggregate regulated information published by our C ompany.
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