The Board of Directors
Societe Generale Bank & Trust (SGBT) Luxembourg is a banking institution incorporated as a public limited company. The structure and organisation of its Board of Directors complies with the provisions of the law of 10 August 1915 on commercial companies and are governed by the company’s articles of association. They also meet the requirements of Luxembourg banking regulations, specifically circular CSSF 12/552 on central administration, internal governance and risk management for credit institutions.
The Board of Directors approves the Company’s strategic directions and ensures their implementation. Its members are chosen by applying the rules on this matter and current principles of governance within the Societe Generale group.
Board of Directors’ mission and organisation
The Board regularly discusses the group’s main strategic directions on developing its work, its risk appetite, human resources management and information systems, as well as governance and internal organisation. It takes special care to examine the bank’s activities in terms of Compliance.
The Board reviews the banks’ financial information, sets the remuneration for corporate officers and approves the principles governing the Group’s remuneration policy.
Statutorily and legally, the Board of Directors is authorised for all relevant actions required to achieve the company’s purpose, with the exception of those that the law or articles of association reserve for the General Shareholders’ Meeting. It specifically reviews the bank’s strategic projects: business acquisition, transfers, new developments, transformation projects, etc.
The Board meets at least four times a year. Over the last twelve months, because of the amount of important issues to be dealt with, it has met six times. Its operation is governed by internal rules. In certain areas, these rules state that the Board’s resolutions are to be prepared by specialised committees, made up of directors appointed by the Board. These committees examine the issues within their scope and submit their opinions and recommendations to the Board.
The Board of Directors is composed in accordance with regulatory provisions on the level of collective expertise required for managing banking institutions, and various internal Company governance principles used by the Societe Generale group for all its subsidiaries: number and length of service of directors, gender equality, prevention of internal conflicts of interest (operational), etc.
Its target membership is 12 or 13 directors. This allows for a balanced representation between the different Business Units and Support Units of the Societe Generale group that work within SGBT: seven members of the Societe Generale group Management thus sit on the Board. Furthermore, in accordance with customary governance standards and regulatory provisions, the Board of Directors invites two figures from outside the SG Group, and hence SGBT. Finally, the Board incorporated four SGBT staff representatives by means of an election held under the provisions of the Employment Code.