ANNUAL REPORT

BOARD OF DIRECTORS
POWERS AND RESPONSIBILITIES
In accordance with the Belgian Companies Code, RHJI is
administered by a Board of Directors with full powers and
authority to undertake any action, except where specific powers
are reserved for action at a Shareholders’ Meeting, either by law
or pursuant to RHJI’s Articles of Association. Among others, the
Board of Directors approves RHJI’s strategy as recommended by
the Investment and Strategy Committee, reviews and approves
the annual and six-month financial statements and presents to
the Annual Shareholders’ Meeting an evaluation of RHJI’s
financial situation. The Board of Directors appoints the Chief
Executive Officer and members of the Board’s Committees. The
Board of Directors may assign a special mandate to one or more
Directors, but all other Board decisions must be taken by the
Board of Directors as a whole. The Board has delegated the daily
management of RHJI to its Chief Executive Officer, Mr. Fischer
(see section “Chief Executive Officer” hereunder), and certain
responsibilities for mergers & acquisitions to the Investment and
Strategy Committee (see “Board Committees” hereunder).
COMPOSITION
Board members are appointed by the shareholders at a
Shareholders’ Meeting upon proposal by the Board of Directors.
RHJI’s Articles of Association provide that the Board of Directors
must have at least seven and at most twelve directors. RHJI’s
Articles of Association also provide that as long as Mr. Collins,
together with his affiliates, owns, directly or indirectly, at least
5% of RHJI’s outstanding shares, he will have the right to
present a pool of two candidates, from which the Shareholders’
Meeting must select one, but may select both, for election to the
Board of Directors. The Nomination and Remuneration
Committee (see “Nomination and Remuneration Committee”)
nominates the other candidates for election to the Board of
Directors.
To qualify as an independent director, such person must comply
with the conditions set forth in Article 526ter of the Belgian
Companies Code.
FUNCTIONING
The Board of Directors is a collegial body. It deliberates if a
majority of its members are present or represented (except in
the case of force majeure, for which the quorum is three
directors present or represented).
The Board of Directors meets as regularly and as frequently as
required by RHJI’s interests.
In accordance with the Belgian Companies Code (Article 523), any
director with a conflicting interest must bring this to the notice of
both the statutory auditor (see “Statutory Auditor” below) and his
fellow directors and may not take part in related deliberations.
During the fiscal year ended March 31, 2009, the Board of
Directors held 13 meetings, in addition to periodic updates from
executive management. Major topics considered by the Board of
Directors during the fiscal year included, among others: financial
statements and reports relating thereto for the fiscal year ended
March 31, 2009, operations and performance of the Company;
new investments; incentive compensation plan and renewal of
the waiver granted to Mr. Collins as then co-Chief Executive
Officer, with respect to his outside activities (see below). The
conflict of interest procedure provided by Article 523 of the
Belgian Companies Code was applied four times (please refer to
the statutory report of the Board of Directors on the nonconsolidated
financial statements dated July 22, 2009 of RHJ
International SA, which is published separately from this Annual
Report and may be viewed on RHJI’s website at www.rhji.com).
Directors attended all meetings, except that Mr. Daniel did not
attend one meeting, Mr. Sillem did not attend two meetings, Lord
Jacob Rothschild did not attend one meeting, Mr. König did not
attend one meeting, Mr. Döpfner did not attend one meeting and
Mr. Golub did not attend six meetings.
108