Societe Generale_ Combined General Meeting and Board of Directors
dated 23 May 2023: Appointment of Slawomir Krupa, Chief Executive
Officer
COMBINED
GENERAL MEETING
AND BOARD OF DIRECTORS
DATED 23
MAY
2023APPOINTMENT
OF SLAWOMIR
KRUPA, CHIEF
EXECUTIVE
OFFICER
Press release
Paris, 23 May 2023
Combined General Meeting
The General Meeting of shareholders of Societe
Generale was held on 23 May 2023 at Maison de la Mutualité - 24 rue
Saint-Victor - 75005 Paris and was chaired by Mr. Lorenzo Bini
Smaghi.
Quorum was established at 53. 45% (vs 54.83% in
2022):
- 681 shareholders participated by
attending the General Meeting in person at the place where it was
held on 23 May 2023;
- 914 shareholders were represented
at the General Meeting on the day it was held by a person other
than the Chairman;
- 11605 shareholders voted
online;
- 2 754 shareholders voted by
post;
- 9 839 shareholders, including
7 244 online, representing 1.01% of the share capital, gave proxy
to the Chairman;
- A total of 25 793 shareholders
were, in accordance with the regulations, present or represented
and thus participated in the vote.
The agenda item, with no vote, was an
opportunity to present and discuss with shareholders the Group's
energy transition plan and social and environmental
responsibility.
In addition, 13 shareholders sent written
questions prior to the General Meeting. The answers were made
public before the General Meeting on the institutional website.
All the resolutions put forward by the Board of
Directors were adopted, in particular:
- The 2022 annual company accounts
and annual consolidated accounts;
- The dividend per share was set at EUR 1.70. It shall traded
ex-dividend on 30 May 2023 and paid from 1st June 2023;
- The appointment of four directors
for 4 years: Mr. Slawomir Krupa, Mrs. Béatrice Cossa-Dumurgier,
Mrs. Ulrika Ekman and Mr. Benoît de Ruffray;
- The compensation policy for the
Chairman, Chief Executive Officer, the Deputy Chief Executive
Officers and the Directors;
- The components composing the total
compensation and the benefits of any kind paid or awarded for the
2022 financial year to the Chairman and the Chief Executive Officer
and the Deputy Chief Executive Officers;
- A favorable opinion was issued on
the remuneration paid in 2022 to regulated persons;
- The authorisation granted to the Board of Directors to purchase
ordinary shares of the Company was renewed for 18 months up to 10%
of the share capital;
- The authorisation for capital increases, enabling the issue of
shares in favour of employees within the framework of a company or
group saving plan, was renewed for 26 months;
- The amendments to the By-laws relating to the four-year term
limit for Directors elected by employees and the capping at 74 of
the Chairman’s age limit.
The detailed voting result is available this day
on the Company's website in the item "Annual General Meeting".
Board of Directors
Following the four appointments of directors
decided by the General Meeting of 23 May 2023, the Board of
Directors has the following composition:
- Mr. Lorenzo Bini Smaghi,
Chairman;
- Mr. Slawomir Krupa, Director;
- Mr. William Connelly,
Director ;
- Mr. Jérôme Contamine,
Director;
- Mrs. Béatrice Cossa-Dumurgier,
Director ;
- Mrs. Diane Côté, Director;
- Mrs. Ulrika Ekman, Director;
- Mrs. France Houssaye, Director
elected by employees;
- Mrs. Annette Messemer,
Director ;
- Mr. Henri Poupart-Lafarge,
Director;
- Mr Johan Praud, Director elected by
employees;
- Mrs. Lubomira Rochet,
Director;
- Mr. Benoît de Ruffray,
Director ;
- Mrs. Alexandra Schaapveld,
Director;
- Mr. Sébastien Wetter, Director
representing employees shareholders.
- Mr. Jean-Bernard Lévy, Non-voting
Director (“censeur”).
At the end of the General Meeting of 23 May
2023, on the proposal of the Nomination and Corporate Governance
Committee, the Board of Directors unanimously appointed Mr.
Slawomir Krupa as Chief Executive Officer. The functions of
Chairman and Chief Executive Officer will continue to be separated
in accordance with Article L. 511-58 of the French Monetary and
Financial Code.
Lorenzo Bini Smaghi, Chairman of the Board of
Directors, said: “The Board of Directors expresses its warm
gratitude to Frédéric Oudéa and to the General Management whose
term of office has come to an end. It commends Frédéric Oudéa’s
actions during his 15 years of General Management, during which he
demonstrated the Bank’s ability to withstand crises and adapt its
business model before launching or expanding major strategic
initiatives such as the merger of Societe Generale and Crédit du
Nord retail banking networks in France, the development of
Boursorama, the acquisition of LeasePlan by ALD, the joint venture
with Alliance Bernstein or the exit from Russia. The entire Board
also joins me in warmly congratulating Slawomir Krupa on his
appointment as Chief Executive Officer. It will be up to him, with
the new General Management, to pursue these initiatives and further
transform the Group for the greater benefit of its shareholders,
customers and all its teams respecting its corporate purpose
(raison d’être) ‘Building together, with our clients, a better and
sustainable future through responsible and innovative financial
solutions’.”
After consulting the Nomination and Corporate
Governance Committee, the Board of Directors unanimously approved
the proposal made by the Chief Executive Officer, in compliance
with the regulations in force, to appoint Philippe Aymerich and
Pierre Palmieri as Deputy Chief Executive Officers as of 23 May
2023, as announced in the press release dated 9 March 2023
(Hyperlink). The Chief Executive Officer and the Deputy Chief
Executive Officers are effective managers (“dirigeants effectifs”)
within the meaning of banking regulations (Article L.511-13 of the
French Monetary and Financial Code).
The Board of Directors has adopted the terms and
conditions of employment of the new Chief Executive Officer and
Deputy Chief Executive Officers.
The Board of Directors is now made up of 50%
women and more than 90% (11/12) independent directors if we exclude
from the calculations the three directors representing the
employees in accordance with paragraph 1 of Article L. 225-23 of
the Commercial Code, paragraph 2 of Article L. 225-27 of the
Commercial Code and the AFEP-MEDEF code.
The Board of Directors held after the General
Meeting has decided that, as of 23 May 2023, the Board committees
will be composed as follows:
- Audit and Internal Control
Committee: Mrs. Alexandra Schaapveld (chairwoman),
Mr. Jérôme Contamine, Mrs. Diane Côté, Mrs. Ulrika Ekman and Mr.
Sébastien Wetter;
- Risk Committee:
Mr. William Connelly (chairman), Mrs. Béatrice Cossa Dumurgier as
from 2024 and guest during the period, Mrs. Diane Côté, Mrs. Ulrika
Ekman, Mrs. Annette Messemer and Mrs. Alexandra Schaapveld ;
- Compensation
Committee: Mr. Jérôme Contamine (chairman), Mr. Benoit de
Ruffray, Mrs. France Houssaye and Mrs. Annette Messemer;
- Nomination and Corporate
Governance Committee: Mr. Henri Poupart-Lafarge
(chairman), Mr. William Connelly, Mr. Benoit de Ruffray and Mrs.
Lubomira Rochet.
Biographies
Mr
Slawomir KRUPA, born on 18 June 1974, of French
and Polish nationalities, is graduated from the Institut d’Études
Politiques de Paris. he has acquired a 27 years experience in
banking, particularly international banking. He joined the Societe
Generale group in 1996 as part of the General Inspection
Department. As from 2007, he moved to Corporate and Investment
Banking, where he took on a range of responsibilities. In 2007, he
was Head of Strategy and Development, then Head of Central and
Eastern Europe, Middle East and Africa (CEEMEA) in 2009 and Deputy
Head of Financing in 2012. He was appointed CEO of SG Americas in
January 2016. In January 2021, he joined the Group’s General
Management team as Deputy Chief Executive Officer in charge of
Global Banking and Investor Solutions. He holds a directorship at
Societe Generale FORGE, a French unlisted subsidiary of the Group.
Professional address : Tours Société Générale, 17, cours
Valmy, CS 50318, 92972 La Défense cedex
Ms.
Béatrice COSSA-DUMURGIER, born on
14 November 1973, of French nationality, is graduated from École
Polytechnique (1997), Corps des Ponts et Chaussées (2000), and
holds a Master of Science from Massachussetts Institute of
Technology (Boston, 2000). She began her career at McKinsey in
France and the US, before joining the French Ministry of Finance in
2000, first in the Treasury Department and later in the Agence des
participations de l’État (French State Investment Agency). She
joined BNP Paribas Group in 2004 and held various strategic,
operational and executive positions within G100 until 2019, the
last being Chief Executive Officer of the online brokerage
subsidiary and member of Domestic Markets’ Executive Committee. In
2019, she joined BlaBlaCar as Chief Operating Officer, CEO of
BlaBlaBus and as a member of the Executive Committee. She has been
Deputy General Manager (employee not corporate officer) of Believe
since September 2022. She is also an independent director of
Peugeot Invest, SPAC Transition and Casino Guichard-Perrachon. Mrs.
Béatrice Cossa-Dumurgier has declared to the Board that these last
two terms of office will end, at the latest, at the General
Meetings approving the 2023 financial statements. Professional
address : 24 rue Toulouse Lautrec - 75017 Paris.
Ms.
Ulrika EKMAN, born on 6 October 1962, of American
and Swedish nationality, holds a J.D. from the New
York University School of Law, an M.A. in History from New York
University and a B.S. in Foreign Service from Georgetown
University. She was a partner in the US and international law firm
Davis Polk LLP, where she represented clients in complex domestic
and cross-border transactions across a wide range of sectors,
including mergers, acquisitions, spin-offs, disposals and
reorganisations (1990-2004). Ulrika Ekman was a member of the
Management Committee of Greenhill & Co., a leading independent
investment bank that provides financial advisory services for
mergers, acquisitions, restructurings, financing and fundraising to
companies, institutions and governments from its multiple offices
across five continents (2004-2012). She is currently an independent
member of the Board of Directors of Greenhill & Co., where she
chairs the Nomination and Governance Committee and sits on the
Compensation Committee. Professional address : Tours Société
Générale, 17, cours Valmy, CS 50318, 92972 La Défense cedex
Mr
Benoît de RUFFRAY, born on 4 June 1966, of French
nationality, is graduated from École Polytechnique and École
Nationale des Ponts et Chaussées, and holds a Master’s degree from
Imperial College in London. He began his career in 1990 upon
joining the Bouygues group. After leading major international
projects, he became Head of Latin America in 2001. From 2003 to
2007, he was Chief Executive Officer of Dragages Hong Kong, and
later, in 2008, Deputy CEO of Bouygues Bâtiment International. He
became CEO of Soletanche Freyssinet group (Vinci group) in 2015.
Benoît de Ruffray was appointed Chairman and Chief Executive
Officer of Eiffage on 18 January 2016. He has been a Director of
Getlink since 27 Avril 2023. Professional address: 3-7 place de
l’Europe, 78140.
M. Philippe AYMERICH, born on
12 August 1965, of French nationality, is graduated from France’s
École des Hautes Études Commerciales (HEC). He joined Societe
Generale in 1987, first in the Inspection Division where he
performed audit and advisory work in a range of areas until 1994,
at which time he was appointed Chief Inspector. In 1997, he moved
to Societe Generale Corporate & Investment Banking where he was
appointed Deputy Managing Director of SG Spain, in Madrid. From
1999 until 2004, he served in New York, first as Deputy Chief
Operating Officer and later, from 2000, as Chief Operating Officer
for SG Americas’ Corporate & Investment Banking arm. In 2004,
he was appointed Head of the Automotive, Chemicals & General
Industries Group in the Corporate & Institutions Division. In
December 2006, he was appointed Deputy Chief Risk Officer for
Societe Generale Group. Philippe Aymerich was appointed Chief
Executive Officer of Crédit du Nord in January 2012. He has been
Deputy Chief Executive Officer of Societe Generale since May 2018.
He has also been director and Chairman of the board of directors of
Boursorama and Franfinance, French unlisted companies of the Group.
Professional address: Tours Société Générale, 17, cours Valmy, CS
50318, 92972 La Défense cedex
M. Pierre PALMIERI, born on 11
November 1962, of French nationality, is graduated from the École
Supérieure de Commerce in Tours. He began his career at
Societe Generale Corporate and Investment Banking in 1987 within
the Export Finance department where he became, in 1989, Head of the
finance engineering team. He joined the Agence Internationale’s
team in 1994, where he created the Commodity Finance global
business line. He was appointed Global Head of Structured Commodity
Finance in 2001. In 2006, he created and co-headed the Natural
Resources and Energy global business line. He was appointed Deputy
Head of Global Finance in 2008, became Head of Global Finance in
2012 before widening his scope of responsibilities to the whole
Global Banking and Advisory activities in 2019. He holds a
directorship of Societe Generale Marocaine de Banques, unlisted
company of the Group. Mr. Pierre Palmieri is proposed for the
position of Director of ALD at the General Meeting of this company
scheduled on 24 May 2023. Professional address: Tours Société
Générale, 17, cours Valmy, CS 50318, 92972 La Défense cedex
Declarations
As all other Directors, the new Directors, as
well as the Chief Executive Officer and the Deputy Chief Executive
Officers have made the regulatory declarations on the absence of
conflicts of interest and the absence of convictions mentioned on
page 158 of the Universal Registration Document filed by Societe
Generale on 13 March 2023 with the French market authority (AMF)
under number D.23-0089.
Press
contacts:
Jean-Baptiste Froville_+33 1 58 98 68 00_
jean-baptiste.froville@socgen.comFanny Rouby_+33 1 57 29 11 12_
fanny.rouby@socgen.com
Societe
GeneraleSociete
Generale is one of the leading European financial services groups.
Based on a diversified and integrated banking model, the Group
combines financial strength and proven expertise in innovation with
a strategy of sustainable growth. Committed to the positive
transformations of the world’s societies and economies, Societe
Generale and its teams seek to build, day after day, together with
its clients, a better and sustainable future through responsible
and innovative financial solutions.Active in the real economy for
over 150 years, with a solid position in Europe and connected to
the rest of the world, Societe Generale has over 117,000 members of
staff in 66 countries and supports on a daily basis 25 million
individual clients, businesses and institutional investors around
the world by offering a wide range of advisory services and
tailored financial solutions. The Group is built on three
complementary core businesses:
- French Retail
Banking with the SG bank, resulting from the merger of the
two Societe Generale and Crédit du Nord networks, and Boursorama.
Each offers a full range of financial services with omnichannel
products at the cutting edge of digital innovation;
-
International Retail Banking, Insurance and Financial
Services, with networks in Africa, Central and Eastern
Europe and specialised businesses that are leaders in their
markets;
- Global Banking and Investor
Solutions, which offers recognised expertise, key
international locations and integrated solutions.
Societe Generale is included in the principal socially
responsible investment indices: DJSI (Europe), FTSE4Good (Global
and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity
and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX
Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index
(World and Europe). In case of doubt regarding the authenticity of
this press release, please go to the end of Societe Generale’s
newsroom page where official Press Releases sent by Societe
Generale can be certified using blockchain technology. A link will
allow you to check the document’s legitimacy directly on the web
page. For more information, you can follow us on Twitter
@societegenerale or visit our website societegenerale.com.
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