Crédit Agricole S.A. Registration document - Annual report 2008

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1 Crédit Agricole S.A. Registration document - Annual report 2008 Cover design: AUBERTSTORCH Crédit Agricole S.A. A French limited company with share capital of 6,679,027,488 Paris Trade and Company Registry No , boulevard Pasteur Paris Tel. (33) Registration document Annual report 2008

2 33Contents 1»» Presentation of Crédit Agricole S.A. 3 Message from the Chairman and the Chief Executive Officer key figures 8 Stock market data »» Crédit Agricole S.A. management report 91 Operations and results of Crédit Agricole S.A. Group 92 Information on the parent company financial statements Crédit Agricole S.A. 117 Risk factors 126 Basel II Pillar 3 disclosures 161 Employee, social and environmental information 185 2»» Corporate governance and internal control 15 Chairman s report on preparation and organisation of Board s work and internal control procedures presented to the Annual General Meeting of Shareholders on 19 May Statutory Auditors report 38 Information on Executive Officers and Directors 39 Composition of the Executive Committee 72 5»» Financial statements 217 Consolidated accounts for the year ended 31 December 2008 approved by the Crédit Agricole S.A. Board of Directors at its meeting of 3 March 2009 and submitted to the shareholders for approval at the Annual General Meeting of 19 May Statutory Auditors report on the consolidated financial statements 328 Parent company financial statements at 31 December 2008 in French Gaap approved by the Board of Directors on 3 March »» Crédit Agricole S.A. in Statutory Auditors report on the parent company financial statements 380 Company history 74 Organisation of Crédit Agricole Group and Crédit Agricole S.A. 75 Significant events in Crédit Agricole S.A. business lines 78 6»» General information 383 Information on the Company 384 Information concerning the share capital 402 Statutory Auditors special report on related party agreements and commitments 405 Crédit Agricole S.A. Annual General Meeting of 19 May Persons responsible for the registration document 432 Cross-reference table 434

3 Registration document Annual report Profile No. 1 in retail banking in France, Crédit Agricole is the leading financial partner to the French economy and one of the largest retail banks in Europe. Its ambition: to create a world-class European leader in banking and insurance, in accordance with the principles of the United Nations Global Compact. Crédit Agricole S.A. is responsible for ensuring a consistent development strategy and financial unity throughout the Crédit Agricole G roup. Crédit Agricole S.A. pursues a strategy of sustainable, profitable growth through a unified approach between the Regional Banks and the Group s specialist business line subsidiaries. A bank serving 58 millions customers* 3 domestic markets: France, Italy, Greece 11,850 branches in more than 20 countries Present in 58 countries in C orporate and investment banking A committed and responsible player Signature of the United Nations Global Compact (2003), of the Diversity Charter and the Climate Principles (2008) Adoption of the Equator Principles by Calyon Signature of the Principles for Responsible Investment by Crédit Agricole Asset Management Included in three large sustainable development indices: Aspi Eurozone, FTSE4Good and DJSI * Incl. Regional Banks. Only the French version of the registration document has been submitted to the AMF. It is therefore the only version that is binding in law. The original French version of this registration document was registered with the Autorité des Marchés Financiers (AMF) on 27 March 2009 under number D , in accordance with article of the AMF s General Regulations. It may be used in support of a financial transaction if accompanied by a transaction circular approved by the AMF. Crédit Agricole S.A. I Registration document 2008 I 1

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5 1 Presentation of Crédit Agricole S.A. Message from the Chairman and the Chief Executive Officer k ey f igures 8 TRENDS IN EARNINGS 8 RESULTS BY BUSINESS LINE 8 FINANCIAL STRUCTURE 9 RATINGS 9 HEADCOUNT AT YEAR -END 9 Stock m arket d ata OWNERSHIP STRUCTURE AT 31 DECEMBER CRÉDIT AGRICOLE S.A. SHARES FINANCIAL CALENDAR 13 CONTACTS 13 Crédit Agricole S.A. I Registration document 2008 I 3

6 1 PRESENTATION OF CRÉDIT AGRICOLE S.A. 4 I Crédit Agricole S.A. I Registration document 2008

7 PRESENTATION OF CRÉDIT AGRICOLE S.A. 1 Message from the Chairman and the Chief Executive Officer Message from the Chairman and the Chief Executive Officer In 2008, the financial crisis spread like wildfire throughout the world economy, leaving deep scars in its wake. In this turbulent climate, Crédit Agricole S.A. was quick to size up the crisis and to take steps to minimise its impact, while systematically reshaping its model to further solidify its base so as to weather the crisis and to emerge from it as one of strongest operators in its industry.» WHAT IS YOUR ANALYSIS OF THE CURRENT SITUATION? WHERE DOES CRÉDIT AGRICOLE STAND IN A BANKING LANDSCAPE THAT IS SHIFTING AS A RESULT OF THE CRISIS? The financial crisis, which began in 2007 in the US, spread swiftly and turned into a full-blown global economic crisis in The difficulties encountered by certain banking and financial institutions revealed the true nature of the crisis that is sweeping the industry, as well as its depth and breadth. All of our business lines are now operating in a harsher climate, with growth grinding to a near halt, the impact of the new capital requirements and the emergence of new risk areas and extremely volatile financial markets that uncertainty has driven to overestimate the risk of default by economic and financial operators. Crédit Agricole s culture, which is rooted in its strong local presence and interaction among its core businesses, is not being called into question far from it. With the Regional Banks and LCL in France, Cariparma FriulAdria in Italy and Emporiki in Greece, our Group is underpinned by branch franchises that are solidly anchored in their regions. Our model aims to combine the strength of these franchises with the efficiency of our production-oriented business lines. Furthermore, our experience in operating multiple franchises means that we can open up certain businesses to other distributors. This model makes us one of the leading banks in Europe, and it is solid. Of course, the banking landscape is undergoing a dramatic shift. The role of governments and the extent of their involvement in regulating and supporting the banking industry have been completely redefined. The French banks are among the most resilient; they are meeting their commitments and fulfilling their mission, which is to provide financing to the economy. The French government s plan was more of a way to help the banks to support lending than a bailout. Naturally, Crédit Agricole backed this plan, in keeping with its position as the leading financial partner to the French economy. With its extremely solid financial position, our Group has the wherewithal to fulfil its role during the difficult times we face while actively preparing for the post-crisis period. Crédit Agricole S.A. I Registration document 2008 I 5

8 1 PRESENTATION OF CRÉDIT AGRICOLE S.A. Message from the Chairman and the Chief Executive Officer» BACK TO What is your strategy for preparing for the post-crisis period? In the very early stages of the crisis, we chose to be transparent. At the end of 2007, we were the first to release figures on asset impairment due to the subprime crisis and our exposure to monolines. We were highly responsive. We showed that we were able to size up the crisis and began to reshape our business model very early on. At the beginning of 2008, when market conditions were still relatively favourable, we launched a rights issue of unprecedented size ( 5.9 billion). We were convinced that the sustainability of the banking system would be contingent on solidity, solvency and access to liquidity. With the support of the Regional Banks, our rights issue met with success it was 130% over-subscribed and enabled us to strengthen our ratios. At the same time, we actively decided to reduce Calyon s risk profile. To achieve this, we carried out a systematic review of the portfolio and decided to retain only those businesses in which Calyon has recognised expertise and undeniable critical mass: structured finance, fixed-income and brokerage. Calyon was refocused very rapidly, thereby reducing exposure to capital market activities. Our rapid response in implementing the changes is evidenced by the fact that net income from Corporate and investment banking was near break-even in the fourth quarter, despite market dislocation at the end of the year. Lastly, to enhance our operational efficiency, we initiated a costreduction process, primarily through stringent controls over fixed costs and cutting variable compensation. Our decisions have already started to pay off, with observable results at the end of the year for the Group as a whole: operating expenses declined by 0.7% on FY 2007, and by 5.7% in the fourth quarter. 3 Crédit Agricole S.A. reported net income Group share of 1 billion, compared with 4 billion in What is your assessment of this result? Our bottom line was in the black in 2008, which makes us one of the strongest performers among the major banks in the world and demonstrates our Group s resilience. Net banking income moved down only 4.8% over the full year. Our resilience was also reflected in its cost/income ratios, which are lower than those of other French banks for most of our specialised business lines consumer finance, asset management, insurance, financing activities. This operational efficiency enabled us to offset part of the inevitable crisis-related increase in risk-related costs, which advanced by 67% in 2008 on a relatively low basis of comparison. Most of the increase is attributable to our subsidiary Emporiki in Greece, to consumer finance and to a few property and finance sector exposures in Corporate and investment banking. At the same time, throughout 2008 and at the beginning of 2009, Crédit Agricole S.A. took steps to reinforce its specialised financial services business line to channel ever more competitive products to its distribution networks. It created Newedge, which is now the world leader in brokerage and listed derivatives. It reorganised the insurance business line to create the No. 1 French bancassurance company and the eleventh largest insurance group in Europe. It completed the merger between Agos and Ducato, thereby forming the leading consumer finance company in Italy. At the beginning of 2009, we created a European market leader in Asset management with the merger of CAAM and SGAM. We are consolidating all of the businesses that weathered the crisis well. In areas where we expect to see concentration, we are taking initiatives to reorganise our operations. Our reconfigured business model blends resilience with a dynamic approach to prepare us for the post-crisis period. 6 I Crédit Agricole S.A. I Registration document 2008

9 PRESENTATION OF CRÉDIT AGRICOLE S.A. 1 Message from the Chairman and the Chief Executive Officer 3 Are international markets still strategic? Europe is our new domestic market. Payment instruments are becoming pan-european, as will soon be the case for consumer credit, mortgage loans and asset management. In specialised financial services, Crédit Agricole is among the top few in Europe with operations in 21 countries and a base of 27 million customers. In just two years, we have made Italy our second largest domestic market. We now have bases for all of our business lines in that country. Greece has been our third largest domestic market since we acquired control of Emporiki Bank in the summer of Emporiki No. 5 in Greece has been hurt by the economic downturn, labour-related difficulties and the negative impact of local tax reforms. We are reshaping the bank s business and marketing model. The new management has already initiated the process. We also have a strong presence in the Middle East and in Asia, in Corporate and investment banking, Asset management, Insurance and Consumer finance. We have forged many partnerships in these sectors and they will serve as solid springboards for growth when the time comes.» AS BANKERS, WHAT LESSONS HAVE YOU LEARNED FROM THIS CRISIS? The crisis revealed the dangers of highly fragmented regulations and limitless securitisation. It brought home the consequences of virtually ignoring the notion of risk. For us, the main conclusion is that we need a new international framework for banking and finance. In addition, the crisis has given us a stronger sense of our responsibility as a bank, of our obligation to look at the long-term consequences of our business and financial decisions. Crédit Agricole, which was conceived at the grass-roots level, could not do otherwise. Its natural vocation is to support all local economic agents by helping to meet their needs and bring their projects to fruition over the long term. In these tough economic times, we ensure that those who are most exposed and weakest can count on products and services tailored to their needs. We also help to develop lasting solutions to environmental problems that affect the future and the very existence of our human communities. We are taking actions in sustainable development, renewable energy (with the signature of the Climate Principles in 2008) and in microcredit, with the creation of a microfinance foundation dedicated to fighting the war on poverty in developing countries. We have the resources to do this, with 101 billion in shareholders equity for the Crédit Agricole Group as a whole. Crédit Agricole S.A. has equity of 83 billion, including 41.7 billion in shareholders equity Group share, and a Tier 1 ratio of 9.1% at 1 January The Board of Directors has decided to propose a dividend of 0.45 euro per share, or nearly 100% of Crédit Agricole S.A. s earnings, to be approved by the Annual General Meeting of 19 May. As we see it, this reflects our confidence in the future, underpinned by the loyalty of our 58 million customers, the dedication of the Crédit Agricole Group s 164,000 employees and the trust of our 1.3 million shareholders. René Carron Georges Pauget Crédit Agricole S.A. I Registration document 2008 I 7

10 1 PRESENTATION OF CRÉDIT AGRICOLE S.A k ey f igures 2008 k ey f igures» TRENDS IN EARNINGS NET INCOME, GROUP SHARE (in millions of euros) CONDENSED INCOME STATEMENT (in millions of euros) IFRS* Net banking income 15,956 16,768 16,187 13,693 12,107 Gross operating income 3,321 4,050 5,832 4,527** 3,528** Net income 1,266 4,556 5,258 4,249 2,798 Net income, Group share 1,024 4,044 4,860 3,891 2,501 BUSINESS OPERATIONS (in billions of euros) 31/12/ /12/ /12/ /12/ /12/2004 IFRS* Total assets 1, , , , Gross loans Customer deposits , Assets under management (asset management, insurance and private banking)*** * 2004 IFRS figures are comparative figures including IAS 32 and IAS 39. ** Before integration-related costs. *** Excluding double counting. Outstandings of asset management take into account the outcome of JV CAAM Sgr. S.p.A. Note: the 2006 accounts were adjusted to reflect the change in method for treating changes in minority interests. * 2004 IFRS figures are comparative figures including IAS 32 and IAS 39. RETURN ON EQUITY (ROE)» RESULTS BY BUSINESS LINE CONTRIBUTION TO NET INCOME, GROUP SHARE* CONTRIBUTION TO NET INCOME, GROUP SHARE (in millions of euros) Regional Banks LCL International retail banking (420) Specialised financial services Asset management, insurance and private banking 1,392 1,899 1,547 1,225 Corporate and investment banking (1,924) (904) 1,645 1,253 * Excluding corporate and investment banking discontinuing activities. Proprietary asset management and other activities (763) (795) 8 I Crédit Agricole S.A. I Registration document 2008

11 PRESENTATION OF CRÉDIT AGRICOLE S.A k ey f igures» FINANCIAL STRUCTURE SHAREHOLDERS EQUITY (in millions of euros) SOLVENCY RATIOS * 2004 IFRS figures are comparative figures including IAS 32 and IAS 39. * CAD ratio. ** CRD ratio. Note: The 2006 accounts were adjusted to reflect the change in method for treating changes in minority interests. Core Tier 1 ratio takes into account shareholders equity, Group share and minority interests, excluding hybrid instruments (including shareholders advance from Regional Banks to Crédit Agricole S.A.), net of intangible assets.» RATINGS» HEADCOUNT AT YEAR -END (Full-time equivalents) Crédit Agricole S.A. has been awarded high ratings by the main rating agencies, reflecting its strong financial position. Moody s SHORT TERM P1 77,063 86,866 88,933 Standard and Poor s A1 + FitchRatings F1 + LONG TERM Moody s Aa1 62,001 62,112 41,050 43,329 41,953 41,039 41,152 Standard and Poor s AA - FitchRatings AA - OUTLOOK 18,672 20,159 36,013 45,827 47,781 Moody s Standard and Poor s Ne gative Stable FitchRatings Stable International France Crédit Agricole S.A. I Registration document 2008 I 9

12 1 PRESENTATION OF CRÉDIT AGRICOLE S.A. Stock m arket d ata 2008 Stock m arket d ata 2008» OWNERSHIP STRUCTURE AT 31 DECEMBER 2008 On 31 December 2008, Crédit Agricole S.A. s share capital comprised 2,226,342,496 shares. As of that date, to the best of Crédit Agricole S.A. s knowledge, ownership of share capital and voting rights was as follows: Shareholders Number of shares % of share capital % of voting rights SAS Rue La Boétie 1,219,551, Treasury shares 13,011, Employee share ownership plan 98,664, Institutional investors 704,079, Retail investors 191,035, TOTAL 2,226,342, All the shares are fully paid up. They may be in either registered or bearer form at the holder s choice subject to any prevailing legal provisions. There are no double voting rights or additional dividend rights attached to the shares. A 5.9 billion capital increase with preferential subscription rights was carried out from 6 to 24 June Subscription for new shares was at a price of on the basis of one new share for three existing shares. A total of 556,585,624 new shares were created as of 7 July 2008, the settlement-delivery date.» CRÉDIT AGRICOLE S.A. SHARES 3 Share p rice p erformance* SHARE PRICE PERFORMANCE SINCE 1 JANUARY 2004 Comparison with the DJ Stoxx 600 Banks and CAC 40 (indices recalculated on the basis of Crédit Agricole S.A. s share price) 10 I Crédit Agricole S.A. I Registration document 2008

13 PRESENTATION OF CRÉDIT AGRICOLE S.A. 1 Stock m arket d ata 2008 MONTHLY TRENDS IN SHARE PRICE AND TRADING VOLUMES * Data adjusted for preferential rights issues in January 2007 and July From 2004 to 2006, the Crédit Agricole S.A. shares did extremely well. They rose by 68.3 % over the three-year period, while the CAC 40 gained only 55.8 %. After an excellent year in 2004, when they outperformed the CAC 40 index by 10 percentage points, 2005 was another good year for the Crédit Agricole shares. In a relatively buoyant market, they finished the year at 26.61, gaining 20% over 12 months slightly under the performance of CAC 40 up 23%. In 2006, the shares closed at on 31 December, a rise of 19.7% over the year, outperforming the CAC 40 s 17.5% gain. In 2007, the Crédit Agricole S.A. shares, like all financial sector stocks, were hit hard by the market turmoil and the US subprime crisis that began in the summer. At 31 December, the shares were trading at 23.07, down 26.4% over the year. They underperformed the CAC 40, which edged up 1.3% in In 2008, as the financial crisis intensified and spread, it drove stock prices even lower and the CAC 40 lost 42.7% over the year. Financial issues were the hardest-hit, with the DJ Stoxx 600 Banks Index sinking nearly 65%. The Crédit Agricole S.A. shares lost 62.4%. After a getting off to a poor start, as major fraud uncovered at a leading French bank pushed French bank stocks down even further, Crédit Agricole S.A. share price recovered after the Bear Sterns rescue. It outperformed the CAC 40 and the DJ Stoxx 600 Banks indices and, by 2 May 2008, had returned to 20.88, close to its opening price on 1 January. During the second half, worsening economic conditions and Lehman Brothers failure in September exacerbated the financial market decline. At year-end, stock prices turned highly volatile and trading volumes shrank. The average daily trading volume in Crédit Agricole S.A. shares contracted to 8.8 million during the last quarter. A total of 2,845 billion shares were traded during 2008, with an average daily volume of million shares. 3 Stock m arket i ndices Crédit Agricole S.A. shares are listed on Euronext Paris, compartment A, ISIN code: FR The shares are part of several indices: the CAC 40 index of the largest 40 companies listed on the Paris Bourse; the DJ EuroStoxx 50, an index of 50 blue-chip stocks from the 12 euro zone countries; and FTSEurofirst 80, which represents the largest companies in the European Monetary Union in terms of market capitalisation. The Crédit Agricole S.A. shares are also included in three major sustainable development indices: the ASPI Eurozone index of the 120 euro zone countries with the best performance in terms of sustainable development; the FTSE 4 Good Global 100 and Europe 50, respectively representing the 100 companies listed world-wide and the 50 European companies that best meet stringent social and environmental responsibility criteria; and the Dow Jones Stoxx Sustainability Index of the 120 leading sustainability-driven companies out of the companies listed in the European DJ Stoxx 600, an index of the 600 largest European companies in terms of market capitalisation. Crédit Agricole S.A. I Registration document 2008 I 11

14 1 PRESENTATION OF CRÉDIT AGRICOLE S.A. Stock m arket d ata Share d ata 31/12/ /12/ /12/ /12/ /12/2004 Number of shares in issue 2,226,342,496 1,669,756,872 1,497,322,301 1,497,322,301 1,473,522,437 Market capitalisation (in billions of euros) Earnings per share (EPS)* (in euros) Book value per share (BVPS)* (1) (in euros) Price/BV P/E Year s high and low* (in euros) High (during trading day) Low (during trading day) Latest (closing price at 31 December) * Data adjusted for rights issues in January 2007 and July (1) Net book value after dividends divided by number of shares in issue at period-end. 3 Dividends Crédit Agricole S.A. paid a dividend of 0.55 per share for 2001 to The dividend was raised to 0.66 for 2004, 0.94 for 2005, 1.15 for 2006 and 1.20 for For 2008, while observing French government recommendations for strengthening equity, the Board of Directors has decided to take the shareholders support into consideration and to propose to the AGM a net dividend of 0.45 per share in respect of 2008, i.e. a payout ratio of 97%. Two dividend payment options will be offered to the shareholders: full payment in cash; or, payment in shares. SAS Rue La Boétie has indicated it would opt for the payment in new shares providing it is approved at its next Annual General Meeting Net dividend per share* (in euros) (1) Payout ratio** 97% 49% 35 % 36% 38% * Data adjusted for preferential rights issues in January 2007 and July ** Total dividends payable (excl. treasury shares) divided by net income (Group share). (1) In 2004, the gross dividend (unadjusted) was to 0.80 per share, including the tax credit for the 0.30 interim dividend paid on 16 December I Crédit Agricole S.A. I Registration document 2008

15 PRESENTATION OF CRÉDIT AGRICOLE S.A. 1 Stock m arket d ata Total shareholder return The table below shows total shareholder return for retail investors in Crédit Agricole S.A. shares. The calculation, which is based on the share price on the day of the investment (initial public offering on 14 December 2001 or beginning of the year in other cases), takes into account the reinvestment of dividends received (until 2005, this included the tax credit in respect of 2004, which accounted for 50% of the amount distributed). The valuations are based on the closing share price on the day of the investment. It also assumes that investors sold their preferential subscription rights and used the proceeds to take up the rights issues at the end of October 2003, January 2007 and July All figures are before tax. Holding period Cumulative gross return Average annualised return One year (2008) -60.0% -60.0% Two years ( ) -70.4% -45.6% Three years ( ) -62.8% -28.1% Four years ( ) -54.5% -17.9% Five years ( ) -43.5% -10.8% Six years ( ) -14.0% -2.5% Seven years ( ) -37.9% -6.6% Since IPO (14 December 2001) -28.7% -4.7%» 2009 FINANCIAL CALENDAR 4 March Publication of 2008 annual results 14 May Publication of 2009 first quarter results 19 May Annual General Meeting in Paris 27 May Detachment of the coupon 23 June Payment of the dividend 27 August Publication of 2009 half-year results 10 November Publication of 2009 nine-month results» CONTACTS Group Financial Communications Denis Kleiber Tél.: +33 (0) Institutional investor relations Tél.: +33 (0) Retail shareholder relations Toll-free line (from France only): Crédit Agricole S.A. I Registration document 2008 I 13

16 14 I Crédit Agricole S.A. I Registration document 2008

17 2 Corporate governance and internal control Chairman s report on preparation and organisation of B oard s work and internal control procedures presented to the Annual General Meeting of Shareholders on 19 May PREPARATION AND ORGANISATION OF BOARD S WORK 16 INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES 28 Statutory A uditors report 38 Information on E xecutive O fficers and Directors 39 COMPENSATION PAID TO EXECUTIVE OFFICERS AND DIRECTORS 39 OFFICES HELD BY EXECUTIVE OFFICERS AND DIRECTORS 47 TRADING IN THE COMPANY S SHARES BY EXECUTIVE OFFICERS AND DIRECTORS 71 Composition of the Executive Committee 72 Crédit Agricole S.A. I Registration document 2008 I 15

18 2 CORPORATE GOVERNANCE AND INTERNAL CONTROL Chairman s report on preparation and organisation of B oard s work and internal control procedures presented to the Annual General Meeting of Shareholders on 19 May 2009 Chairman s report on preparation and organisation of B oard s work and internal control procedures presented to the Annual General Meeting of Shareholders on 19 May 2009 as required by the Financial Security Act of 1 August 2003 as amended (Code de commerce, article L ; Code monétaire et financier, article L ) Financial year 2008 Dear Shareholders, In addition to the management report, I am pleased to present my report on preparation and organisation of Board s work and on Crédit Agricole S.A. s internal control systems, particularly as they apply to financial and accounting information. For the Crédit Agricole Group, the Chairman s reporting duty as required by the Financial Security Act includes Crédit Agricole S.A. and all the Regional Banks, as well the Group s own major subsidiaries, whether or not they issue publicly traded financial instruments, or as required to comply with good internal control practice. Consequently, Crédit Agricole S.A. has a uniform vision of the operation of the Group s decision-making bodies and additional information on these entities internal control procedures, which supplements information gathered from internal reporting. This report has been completed under my authority, primarily in coordination with the heads of Group Control and Audit, of coordination between Executive Management and official bodies, of Compliance, and of Group Risk Management and Permanent Controls, based on existing documentation on internal control and on risk management and oversight within the Group. This report was submitted to the Crédit Agricole S.A. Audit and Risk Committee on 26 February 2009 and was approved by the Board of Directors at its meeting of 3 March 2009.» PREPARATION AND ORGANISATION OF BOARD S WORK 3 1. Board of Directors 12 Chairmen or Chief Executives of the Crédit Agricole Regional Banks, General presentation Since Crédit Agricole S.A. s stock market flotation, the company s Board of Directors has comprised 21 voting Directors and one non-voting Director, including: 18 Directors elected by the shareholders General Meeting: 1 Director that is a legal entity, SAS Rue La Boétie, represented by a Regional Bank Chairman who is also Chairman of SAS Rue La Boétie, 4 outside Directors, 1 Regional Bank employee; 16 I Crédit Agricole S.A. I Registration document 2008

19 CORPORATE GOVERNANCE AND INTERNAL CONTROL 2 Chairman s report on preparation and organisation of B oard s work and internal control procedures presented to the Annual General Meeting of Shareholders on 19 May Director appointed by joint decree of the Ministry of Finance and the Ministry of Agriculture, in accordance with the law of 18 January 1988 on the mutualisation of Caisse Nationale de Crédit Agricole, which became Crédit Agricole S.A. on 29 November 2001; 2 Directors elected by the employees of Crédit Agricole S.A. Group; 1 outside non-voting Director appointed by the Board of Directors. Crédit Agricole S.A. directors who are Chairmen or Chief Executives of the Crédit Agricole Regional Banks have the status of directors of banking institutions. Under the terms of the agreement between the Regional Banks and Crédit Agricole S.A. signed at the time of the initial public offering, the Regional Banks, through SAS Rue La Boétie, own the majority of the share capital and voting rights in Crédit Agricole S.A. As such, Crédit Agricole S.A. is not prone to takeover. The composition of the Board illustrates the desire of Crédit Agricole S.A. s largest shareholder (SAS Rue La Boétie held 55.10% of the voting rights at 31 December 2008) to give the Regional Banks a majority representation on the Board. As a result, the proportion of outside Directors sitting on the Board of Directors and its special committees is smaller than that recommended by French corporate governance guidelines for controlled companies (AFEP- MEDEF Code of Corporate Governance for Listed Companies, December 2008). During one meeting, the Board discussed the composition, organisation and modus operandi of the Board and its special committees, in reference to the aforesaid corporate governance guidelines. It concluded that the existing modus operandi enabled the Board and its committees to fulfil their duties with the required effectiveness, objectivity and independence, particularly with respect to preventing potential conflicts of interest and to the equitable consideration of all shareholders interests. On the recommendation of the Appointments and Governance Committee, the Board reviewed the situation of all the directors and found that four of them could be considered to be independent Directors in accordance with the aforesaid corporate governance guidelines: Independent Director Main office Office on the Crédit Agricole S.A. Board Mr Philippe Camus Co-Executive Manager, Groupe Lagardère Chairman, Compensation Committee Member of the Audit and Risks Committee Mr Xavier Fontanet Chairman & CEO, Essilor International Member of the Strategic Committee Mr Michael Jay Chairman of the House of Lords Appointments Commission Company director Chairman of the Appointments and Governance Committee Member of the Audit and Risks Committee Mr François Veverka Banking and Finance Consultant, Banquefinance Associés Member of the Audit and Risks Committee Three of the Board s four special committees are chaired by outside Directors (Audit and Risks Committee, Compensation Committee, and Appointments and Governance Committee). The Chairman of the Audit and Risks Committee became a non-voting Director at the Annual General Meeting of 21 May 2003, for reasons of age limitation. The Board decided to re-appoint him as Chairman of the said Committee, given his independent status (within the meaning of corporate governance recommendations) and in order to ensure continuity. The Chairman of the Crédit Agricole S.A. Audit and Risks Committee also serves as Chairman of the Calyon Audit Committee, of the LCL Risks and Accounts Committee, and, since 2008, of the Crédit Agricole Asset Management Audit Committee. This structure provides a global view of the position of Crédit Agricole S.A. s three principal subsidiaries. During 2008, the Board s composition was affected by the following events: appointment by the AGM of 21 May 2008 of: François Veverka as Independent Director to replace Daniel Lebègue, Gérard Cazals, Regional Bank Chairman, to replace Jean-Pierre Pargade, Michel Mathieu, Regional Bank Chief Executive, to replace Jean-Roger Drouet. Furthermore, on the recommendation of the Chief Executive Officer, after hearing the opinion of the Appointments and Governance Committee, Bernard Mary, Regional Bank Chief Executive Officer, was appointed Deputy Chief Executive Officer of Crédit Agricole S.A. effective as of 15 October Effective on that date, he resigned from his office as Director of the Company. At its meeting of 20 January 2009, on the recommendation of SAS Rue La Boétie, after hearing the opinion of the Appointments and Governance Committee, the Board co-opted Patrick Clavelou, Regional Bank Chief Executive Officer, as Director. The shareholders will be asked to ratify this appointment at the AGM on 19 May The list of Directors appears in the section below entitle Additional information on executive officers and directors. Crédit Agricole S.A. I Registration document 2008 I 17

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