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Annual Report 2012 - ORCO Germany

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___________________________________________________________________________<br />

6. Other reporting requirements<br />

6.1. Subsequent closing events<br />

The <strong>ORCO</strong>-GSG land plot Kurfürstenstrasse 11 was finally transferred on 1 st of January 2013.<br />

6.2 Financial Risks Exposure<br />

For a thorough description of the principal risks and uncertainties, please see at Note 3 Financial risk<br />

management of the consolidated financial statements.<br />

6.3. Corporate Governance<br />

Principles<br />

Good corporate governance improves transparency and the quality of reporting, enables effective management<br />

control, safeguards shareholder interests and serves as an important tool to build corporate culture. <strong>ORCO</strong><br />

<strong>Germany</strong> is dedicated to acting in the best interests of its shareholders and stakeholders. The Company is<br />

committed to continually and progressively implement industry best practices with respect to corporate<br />

governance and has been adjusting and improving its internal practices in order to meet evolving standards. The<br />

Company aims to communicate regularly with its shareholders and stakeholders regarding corporate governance<br />

and to provide regular updates on its website.<br />

Management of the Company<br />

On 11 November 2010, the Board of Directors appointed Mr. Jean-Francois Ott as CEO, Mr. Nicolas Tommasini<br />

as Deputy CEO and Mr. Brad Taylor as Director of Corporate and Legal Affairs of <strong>ORCO</strong> <strong>Germany</strong>.<br />

Mr. Ott, Mr. Tommasini and Mr. Taylor are based in Paris, and they make up the senior management and the<br />

executive committee of the Company.<br />

Board of Directors of the Company<br />

The Company is administered and supervised by a Board of Directors made up of a maximum of 6 members,<br />

who are appointed by the general meeting of shareholders for a period of office not exceeding six years. They are<br />

eligible for re-election and may be removed at any time by decision of the general meeting of shareholders by<br />

simple majority vote. In the event of a vacancy in the Board of Directors, the remaining members may co-opt a<br />

new member. The Board of Directors has the following tasks and competencies, without such list being<br />

exhaustive:<br />

<br />

<br />

<br />

<br />

<br />

<br />

Setting the objectives and management policies of the Company<br />

Preparing the annual operating and financing plans<br />

Managing the Company’s business affairs and performing all the acts and operations relating to the<br />

corporate purpose that do not fall within the duties attributed to other bodies of the Company<br />

Representing the Company in or out of court<br />

Acquiring, selling real estates<br />

Incorporating companies<br />

<strong>Annual</strong> Management <strong>Report</strong> – <strong>ORCO</strong> GERMANY<br />

21

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