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website (www.medef.fr) (“Code de gouvernement d’entreprise”).
The Corporate Governance Code comprises the AFEP/MEDEF
report of October 2003 on corporate governance for listed
companies, as well as recommendations on the compensation of
executive directors of January 2007 and October 2008.
Pursuant to the provisions of paragraph 8 of Article L. 225-68 of
the French Commercial Code, this report specifi es the provisions
of the Corporate Governance Code that have been waived and the
reasons for such waiver.
Composition, conditions of preparation and
organisation of the work of the Supervisory Board
The composition and conditions of preparation and organisation of
the work of the Supervisory Board are governed by the legislation
and regulations applicable to limited companies with an Executive
Board and a Supervisory Board, the Company’s Articles of
Association and the Supervisory Board’s internal rules of procedure
(the “Internal Rules of Procedure”).
COMPOSITION OF THE SUPERVISORY BOARD
The Supervisory Board consists of a minimum of three (3) members
and a maximum of eighteen (18) members, subject to the derogation
provided by law in the event of a merger.
The members of the Supervisory Board are appointed by the
Ordinary Shareholders’ Meeting; however, the Supervisory Board
may co-opt replacement members in the event that one or more
positions become vacant. A replacement member is co-opted for
the remaining period of his predecessor’s appointment, subject to
ratifi cation by the next Shareholders’ Meeting.
The number of members of the Supervisory Board aged over
seventy (70) cannot exceed one third of the number of sitting
Composition of the Supervisory Board on the date of this report
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Reports and information for the Shareholders’ Meeting
members of the Supervisory Board. Where that proportion is
exceeded, the oldest member of the Supervisory Board, with the
exception of the Chairman, ceases his duties at the end of the next
Ordinary Shareholders’ Meeting.
Throughout their term of offi ce, each member of the Supervisory
Board must own at least two hundred and fi fty (250) shares.
The Corporate Governance Code recommends that directors’
terms in offi ce do not exceed four (4) years, and that these terms
are staggered over time. For historical reasons, members of ANF’s
Supervisory Board are appointed, as laid down in the Articles of
Association, for a term of six (6) years, the legal maximum. They
may stand for re-election. The duties of members of the Supervisory
Board end following the Shareholders’ Meeting to approve the
fi nancial statements for the year just ended, held in the year during
which the term of offi ce expires. The Supervisory Board does not
believe that it is necessary to change the length of terms in offi ce
or the way they are staggered, as the current system is functioning
effi ciently. As a result, it was not deemed necessary to propose
any changes in this regard to the Articles of Association at the next
Shareholders’ Meeting.
Article 8.2 of the Corporate Governance Code recommends that
the proportion of independent Directors should be at least one third
in companies with controlling shareholders and at least one half in
others.
On the date of this report, out of the thirteen members comprising
the Supervisory Board, fi ve are independent members. The latter
represent at least one third of the composition of the Supervisory
Board, pursuant to the recommendations of the Corporate
Governance Code.
Date of appointment
to the Supervisory Year of expiry of
Name Age
Board term of offi ce
Alain Hagelauer
Chairman
69 years old 05/04/2005 2011
Patrick Sayer
Vice-Chairman
52 years old 05/04/2005 2011
Delphine Abellard 46 years old 05/04/2005 2011
Philippe Audouin 53 years old 05/04/2005 2011
Sébastien Bazin* 48 years old 05/04/2005 2011
Bruno Bonnell* 51 years old 05/14/2008 2014
Jean-Luc Bret 63 years old 05/04/2005 2011
Éric Le Gentil* 49 years old 11/17/2008 2014
Alain Lemaire* 60 years old 05/14/2008 2014
Philippe Monnier* 67 years old 05/04/2005 2011
Jean-Pierre Richardson 71 years old 05/14/2008 2014
Henri Saint Olive 66 years old 05/04/2005 2011
Théodore Zarifi 59 years old 05/04/2005 2011
*Independent member.
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Contents
ANF • 2009 ANNUAL REPORT
103
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS