Governance

Corporate governance

A société anonyme with a Board of Directors

The organisation of roles and responsibilities within the Company gives the Board of Directors full powers to act in the name of CNP Assurances and to authorise all actions and transactions that fall within the scope of the Company’s corporate purpose.

The Board of Directors has given full powers to the Chief Executive Officer to manage the Company, leaving him free to act in the Company’s best interests within the limits of the corporate purpose and within the annual budget approved by the Board. Certain strategic transactions must nevertheless be submitted to the Board for review before any decision is made. These transactions are disclosed in detail in the Company’s annual registration document.

The Board of Directors is assisted by three committees of the Board – the Audit and Risks Committee, the Remuneration and Nominations Committee and the Strategy Committee – which play an essential role in the Company’s governance system.

The Chairman of the Board of Directors, assisted by the Chairmen of the Committees of the Board, is responsible for ensuring that the governance structures operate efficiently and for promoting adoption throughout the Group of standard rules concerning the membership of management and supervisory bodies, the criteria for selecting candidates for election to the Board and the role of the Board committees set up by the main subsidiaries.

Executive Committee and Senior Management

The Chief Executive Officer has the broadest powers to act in the Company’s name in all circumstances, within the limits of the corporate purpose and except for those matters which, by law, may only be decided by the shareholders in General Meeting or by the Board of Directors.  He represents the Company in its dealings with third parties.

The Board of Directors has nonetheless set certain limits on the Chief Executive Officer’s powers, by requiring him to obtain the Board’s prior approval for certain management operations, depending on their nature or amount. Details of these restrictions on the Chief Executive Officer’s powers are given in the report of the Chairman of the Board of Directors.

Chaired by the Chief Executive Officer, the Executive Committee is responsible for the Group’s operational management and for implementing the strategy decided by the Board of Directors.