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5.0<br />

Corporate Governance<br />

The Investment Committee also includes two non-director<br />

members.<br />

in Section 5.1.2 such as strategy, external growth, human<br />

resources and risk management.<br />

Terms-of-office for each corporate officer over the last five<br />

years:<br />

The Insurance Committee comprises the Group’s<br />

professionals, insurance specialists, and at least one<br />

member of the Board of Directors who reports on its work<br />

to the Board.<br />

5.1.3. Specific information on corporate officers<br />

There are no family ties whatsoever between the company’s<br />

corporate officers, with the exception of Vanessa Rousset<br />

and Bruno Rousset, who are married.<br />

For the purposes of their terms-of-office, Executive Board<br />

and Board of Directors members are domiciled at the<br />

company’s registered office.<br />

Over the last five years, to the best of the company’s<br />

knowledge and on the date of drawing up the present<br />

document, none of the Executive or Board of Directors<br />

members:<br />

- Have been convicted of fraud,<br />

- Have been associated with a bankruptcy, sequestration<br />

or liquidation,<br />

- Have been incriminated in or been officially sanctioned by<br />

statutory or regulatory authorities,<br />

- Have been prevented by a court from serving as a member<br />

of an administrative, management or Board of Directors or<br />

from managing or conducting the business of an issuer.<br />

The various offices held by Directors, as presented below,<br />

attest to the experience built up by these members. In<br />

addition, the Chairman and CEO complies with the regulatory<br />

conditions in force relative to insurance brokerage.<br />

To the best of the company’s knowledge and on the date of<br />

drawing up the present document, no conflicts of interest<br />

had been identified between the duties of each Director with<br />

regard to the company in their capacity as corporate officers<br />

and their private interests or other duties.<br />

To the best of the company’s knowledge and on the date<br />

of drawing up the present document, no arrangements or<br />

agreements had been concluded with the main shareholders,<br />

clients or suppliers under which any of the Directors has been<br />

selected in this capacity.<br />

To the best of the company’s knowledge and on the date<br />

of drawing up the present document, none of Directors had<br />

agreed to any restrictions concerning the disposal of their<br />

interest in the company’s capital.<br />

There are no service contracts in place binding members of<br />

APRIL GROUP administrative, management or supervisory<br />

bodies or any of its subsidiaries and providing for benefits to<br />

be granted under such a contract.<br />

Current offices and functions:<br />

Axeria Prévoyance SA<br />

Axeria Iard SA<br />

Axeria Courtage SA<br />

APRIL CEE Development Kft<br />

(Hungarian-law company)<br />

Axeria Vie SA<br />

APRIL GROUP VIE EPARGNE<br />

SA<br />

APRIL Patrimoine SA<br />

ISR COURTAGE SA<br />

Solucia Protection Juridique<br />

SA<br />

Bruno ROUSSET<br />

APRIL GROUP SA<br />

Chairman and CEO<br />

Office ending: <strong>April</strong> 23 rd , 2009<br />

Within the Group<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

Managing Director<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

Permanent representative of<br />

APRIL GROUP, Director<br />

The Directors enable APRIL GROUP to benefit from their<br />

expertise and experience relative to the topics described<br />

Assinco<br />

Member of the Supervisory<br />

Board<br />

36<br />

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