Download the 2009 annual report in PDF format - ANF

104
INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
The Shareholders’ Meeting of May 14, 2008, appointed Messrs.
Bruno Bonnell, Alain Lemaire, Alban Liss and Jean-Pierre Richardson
as members of the Supervisory Board, for a period of six years
that will expire at the Shareholders’ Meeting called to approve the
fi nancial statements for the year ending on December 31, 2013.
Mr Éric Le Gentil was co-opted by the members of the Supervisory
Board on November 17, 2008 following the resignation of Mr Alban
Liss on September 15, 2008.
DEFINITION OF INDEPENDENT MEMBERS
Pursuant to the provisions of the Internal Rules of Procedure, a
member of the Supervisory Board is, a priori, considered to be
independent when, directly or indirectly, he has no relationship
whatsoever with the Company, its Group or its management, that
may affect or compromise his freedom of judgement.
Any member of the Supervisory Board is, a priori, considered to be
an independent member if he:
1. is not, and has not been during the course of the last fi ve fi scal
years, an employee or corporate offi cer of the Company, its
parent company or a company that it consolidates;
2. is not, and has not been during the course of the last fi ve fi scal
years, the corporate offi cer of a company in which the Company,
or one of its employees, designated for this purpose, holds or
has held the offi ce of director;
3. is not, and has not been during the last fi ve fi scal years, a
Statutory Auditor of the Company or of one of its subsidiaries;
4. is not, directly or indirectly, a material client, supplier, investment
or corporate banker of the Company or its subsidiaries;
5. has no close family links with any of the Company’s corporate
offi cers;
6. has not been a member of the Company’s Supervisory Board for
over twelve years.
Please note that at its meeting on March 25, 2009, the Supervisory
Board reviewed the independence criteria in its Internal Rules of
Procedure and decided to incorporate the criteria set out in the
Corporate Governance Code, according to which, in order to be
termed as independent, the member in question must not be, and
must not have been during the course of the last fi ve fi scal years, a
corporate offi cer or employee of its parent company (fi rst criterion
referred to above), nor have been a member of the Company’s
Supervisory Board for over twelve years (sixth criterion referred to
above).
As recommended by the Corporate Governance Code and
provided by the Internal Rules of Procedure, the Supervisory Board
may believe that one of its members who meets these criteria must
not be termed as independent due to a particular situation, or
conversely, that one of its members who does not meet all these
criteria, must be termed as being independent.
ORGANISATION AND PREPARATION OF THE WORK
OF THE SUPERVISORY BOARD
The Supervisory Board monitors the Executive Board’s management
of the Company on an ongoing basis.
The Supervisory Board’s Internal Rules of Procedure determine how
it operates and, more particularly, address the issue of membership
ANF • 2009 ANNUAL REPORT
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Contents
of the Board, independence criteria, meetings, communications to
the Board, prior authorisations of the Board for certain transactions,
the creation of Committees, compensation of the members of the
Board and ethics.
Throughout the year, the Supervisory Board performs checks and
verifi cations as it sees fi t, and may require the Executive Board to
provide any and all documents that it considers useful to accomplish
its duties.
At least once a quarter, the Executive Board presents a report to
the Supervisory Board outlining the main acts or deeds of Company
management, providing the Supervisory Board with all necessary
information on trends in Company business, and quarterly and halfyearly
fi nancial statements.
At the end of each half-year, and within the regulatory time frame,
the Executive Board submits the fi nancial statements to the
Supervisory Board for review and control.
The Supervisory Board presents its comments on the Executive
Board’s report and on the annual company and annual fi nancial
statements to the Shareholders’ Meeting.
This supervisory role may not under any circumstances give rise
to acts of management being effected directly or indirectly by the
Supervisory Board or its members.
The Supervisory Board appoints and may dismiss members of
the Executive Board, under the conditions provided by law and
Article 17 of ANF’s Articles of Association.
The Supervisory Board draws up draft resolutions to be submitted to
Shareholders’ Meetings for the appointment of Statutory Auditors,
as prescribed by law.
The Supervisory Board meets as often as the Company requires and
at least once a quarter. It met 5 times in 2009, with an attendance
rate of 86%.
During the course of the year, the Supervisory Board, in particular,
dealt with the following issues:
• meeting of March 25, 2009: Executive Board’s report on
management and business, review of the 2008 company and
consolidated fi nancial statements, property valuations as of
December 31, 2008, preparation for the Shareholders’ Meeting
and compilation of draft resolutions, prior authorisation of
mortgage creations, asset disposals and acquisition plans;
• meeting of June 25, 2009: Executive Board report on business
in Lyons and Marseilles, fi nancial communication and marketing
of securities, review of the fi nancial statements for the 1st quarter
of 2009;
• meeting of August 27, 2009: Executive Board report on business
in Lyons and Marseilles, focus on fi nancing and fi nancial
forecasting, expert valuations as at June 30, 2009, inspection of
the fi nancial statements as of June 30, 2009;
• meeting of October 29, 2009: Executive Board report on business
in Lyons and Marseilles, focus on fi nancing, disposals plan (asset
disposal strategy);
• meeting of December 3, 2009: Executive Board report on
business in Lyons and Marseilles, report from the Compensation
and Appointments Committee.
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS