Charles Pinel
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Proxy Report - 16/05/2018

Related party agreements (resolutions 4-8):

We appreciate that each new agreement is submitted in a separate resolution giving shareholders the flexibility to vote for or against resolutions without having to reject the report in its entirety. However, the Company does not submit previously approved agreements to a vote, which is contrary to best practices. Remuneration (resolutions 19-24):

Chairman of the Board:

Quantum is reasonable compared to the median non-executive Chairman in the CAC40 Index.

CEO and Deputy CEO:

Remuneration 2017:

Although qualitative criteria weighting for the bonus was excessive and the bank failed to adopt a LTIP, the allocated amounts are reasonable compared to the companies included in the CAC 40 Index and European banks and we welcome the improvement in transparency with the disclosure of the achievement rates for bonus criteria. Therefore, we recommend approval.

Remuneration 2018:

Although the potential amounts are reasonable compared to the companies included in the CAC 40 Index and European banks, the new remuneration policy does not address our concerns: the lack of a LTIP, excessive weighting for bonus qualitative criteria, and a potentially generous severance payment. Therefore, we recommend opposition.

Loyalty dividend (resolutions 28-29):

Crédit Agricole S.A. set up a loyalty dividend scheme to reward its shareholders for their loyalty. The European Central Bank (ECB) has required Crédit Agricole S.A. to remove the loyalty dividend bonus clause because it is considered as a “preferential distribution” in breach of the Capital Requirements Regulation (CRR). Crédit Agricole S.A. will comply with the ECB’s request by submitting a proposal to the General Meeting of Shareholders to remove the loyalty dividend bonus clause from its articles of association and to grant free shares in order to compensate the shareholders who are entitled the loyalty dividend. According to Proxinvest, it was not necessary to compensate shareholders who are entitled to the loyalty dividend.

Credit Agricole S.A.

Credit Agricole is active in the market of retail banking and related businesses. Co. provides day-to-day banking, savings products, mortgage and consumer loans, insurance, private banking, asset management, lease finance and factoring, corporate and investment banking. Its activities can be divided into six business lines: French Retail Banking - Regional Banks; French Retail Banking - LCL; International Retail Banking; Specialized Financial Services; Savings Management and Insurance; and Corporate and Investment Banking. Co.'s customers are personal customers, farmers, small businesses, companies and local authorities. As of Dec 31 2013 Co.'s total assets amounted to Euro1,536,873,000,000.


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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

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Charles Pinel

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