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Crédit Agricole S.A.Update of the 2011 registration document - A03The directors and any individuals requested to attend the Board of Directors’ Meetings must exercisediscretion with respect to the Board’s deliberations and any confidential information and documentsdescribed as such by the Chairman of the Board of Directors.ARTICLE 15 – POWERS OF THE BOARD OF DIRECTORSThe Board of Directors determines and ensures compliance with the business focus of the Company.Except for the powers expressly reserved to the General Meeting of Shareholders and within the limitsestablished by the Company’s purpose, the Board of Directors is responsible for all issues related tothe Company’s operations and business. In its relations with third parties, the Company may be boundby the acts of the Board of Directors which fall outside the Company’s object unless the Company canprove that the said third party knew that the act was ultra vires or that it could not have been unaware,in light of the circumstances, that the act was ultra vires. The publication of the Articles of Associationshall not constitute proof thereof.The Board of Directors may conduct any inspections or audits that it deems necessary. Each directorshall receive the information necessary to accomplish the Board’s duties; management shall furnish toany director those documents that the said director deems necessary or appropriate.The Board may decide to set up various committees to examine issues raised by itself or its Chairmanand render an opinion.The Board shall be responsible for determining the composition and powers of committees which dotheir work under its authority.ARTICLE 16 – CHAIRMANSHIP OF THE BOARD OF DIRECTORSIn accordance with Article L.512-49 of the Monetary and Finance Code, the Board of Directors shallelect a Chairman from among its members who are directors of a Caisse Régionale de Crédit AgricoleMutuel and shall fix his term of office, which may not exceed his term of office as a director.The Board of Directors shall elect one or more Vice-Chairmen whose term shall also be established bythe Board, but which may not exceed his (their) term of office as a director.The Chairman of the Board of Directors represents the Board of Directors. He organises and directsthe activities thereof and reports to the General Meeting on its activities.He is responsible for the proper operation of the Company’s entities, and, in particular, insures thatdirectors are able to fulfil their duties.As an exception to the provisions of the last paragraph of Article 11-1, the age limit for serving asChairman of the Board of Directors is 67. Subject to this age limit, and as an exception to theprovisions of Article 11-2, paragraph 3 of the Articles of Association, a serving Chairman may seek afifth consecutive term of office.ARTICLE 17 – GENERAL MANAGEMENTA. Chief Executive OfficerIn accordance with Article L.512-49 of the Monetary and Finance Code, the Board of Directorsappoints the Chief Executive Officer of the Company and may terminate his appointment.The Chief Executive Officer shall enjoy the broadest powers to act in all cases on behalf of theCompany. He may exercise his authority within the limits of the Company’s object and subject to thatauthority expressly reserved to General Meetings and to the Board of Directors.He represents the Company in its relations with third parties.The Company shall be bound by those actions of the Chief Executive Officer which are ultra viresunless the Company can prove that the said third party knew that the act was ultra vires or that it couldPage 216 sur 237
Crédit Agricole S.A.Update of the 2011 registration document - A03not have been unaware, in light of the circumstances, that the act was ultra vires. Publication of theArticles of Association shall not constitute proof thereof.Provisions of the Articles of Association and decisions of the Board of Directors that limit the ChiefExecutive Officer’s powers are not binding on third parties.He shall attend the meetings of the Board of Directors.He shall appoint all employees and fix their compensation.He may delegate part of his authority to as many individuals as he deems advisable.B. Deputy Chief Executive OfficersUpon recommendation of the Chief Executive Officer, the Board of Directors may appoint one or morepersons responsible for assisting the Chief Executive Officer who shall have the title “Deputy ChiefExecutive Officer” (“Directeur général délégué”).There may not be more than five Deputy Chief Executive Officers.With the consent of the Chief Executive Officer, the Board of Directors shall determine the scope andterm of the authority granted to the Deputy Chief Executive Officers.Deputy Chief Executive Officers shall have the same authority as the Chief Executive Officer withrespect to third parties.In the event that the Chief Executive Officer ceases or is unable to perform his duties, the DeputyChief Executive Officers shall continue to perform their duties until the appointment of a new ChiefExecutive Officer, unless the Board of Directors decides otherwise.ARTICLE 18 – GENERAL PROVISION ON AGE LIMITSAny officer or director who reaches the age limit set by the Articles of Association or the law shall bedeemed to have resigned at the close of the Annual General Meeting of Shareholders that follows saidanniversary date.ARTICLE 19 – DIRECTORS’ REMUNERATIONThe General Meeting may elect to pay directors’ fees. The Board of Directors shall allocate any suchfees as it deems fit.ARTICLE 20 – STATUTORY AUDITORSAudits of the accounts shall be exercised in accordance with the law by two Statutory Auditorsappointed by the Ordinary General Meeting of Shareholders; the Meeting shall also appoint twoalternate Statutory Auditors.The term of office of the Statutory Auditors shall be six financial years.Statutory Auditors whose term of office expires may be re-appointed.The Statutory Auditors may act jointly or separately, but must submit a joint report on the Company’saccounts. They must submit their report to the Annual Ordinary General Meeting of Shareholders.ARTICLE 21 – SHAREHOLDERS’ MEETINGSCollective resolutions shall be adopted at General Meetings which are either ordinary or extraordinarydepending on the decisions they are called upon to take.Holders of Preferred Shares are entitled to attend General Meetings but do not have the right to votetherein.All of the Shareholders in a single class convene in Special Meetings to vote on any modification tothe rights attached in that class.Page 217 sur 237
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