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The Statutory Auditors were duly invited and took part in all
Supervisory Board meetings.
Specialist Committees acting on behalf of the Supervisory Board
were duly referred issues falling within their fi elds of competence
and the Supervisory Board followed their recommendations.
Information and documents required by members of the Supervisory
Board and Specialist Committees in order to perform their duties
were provided with the greatest diligence and transparency by the
Executive Board.
EVALUATION OF THE OPERATION OF THE SUPERVISORY BOARD
In 2009, the Supervisory Board set up, pursuant to the
recommendations of the Corporate Governance Code, a mechanism
for assessing its operation. Each director was asked to complete
a questionnaire evaluating the operation of the Supervisory Board
and their suggestions for improving it. The subjects covered by the
questionnaire included the governance of the Company, the quality,
clarity and exhaustiveness of the information communicated to the
Board and the improvements that could be made to enhance its
work. The responses to the questionnaire were discussed at the
Supervisory Board meeting of March 19, 2010.
SUPERVISORY BOARD COMMITTEES
The Corporate Governance Code recommends:
• inspection of the fi nancial statements;
• monitoring of internal audits;
• selection of Statutory Auditors;
• compensation policy; and
• appointments of directors and executive corporate offi cers,
subject to preparatory work by a Supervisory Board Specialist
Committee.
The Supervisory Board created, in application of paragraph 6
of Article 14 of the Company’s Articles of Association, its own
Audit Committee, Properties Committee and a Compensation
and Appointments Committee which, each within its own fi eld of
competence, is responsible for dealing with the issues covered by
the Corporate Governance Code.
The Supervisory Board decides on the composition and remit
of such Committees, which act under its authority. These three
Specialist Committees are permanent committees. Their particular
missions and operating rules are laid down in charters.
Each Committee has between three and seven members appointed
in their own names, who cannot delegate representatives. They are
appointed at the Supervisory Board’s discretion, thereby ensuring
that they include independent Board members.
Committee members’ terms of offi ce correspond to their terms as
Supervisory Board members; however, the Supervisory Board may,
at any time, change the composition of the Committees, thereby
ending the term of any Committee member.
INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
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The Corporate Governance Code recommends that the different
Supervisory Board Committees should contain a certain percentage
of independent members i.e.:
• two thirds for the Audit Committee (Article 14.1);
Contents
• a majority for the Compensation and Appointments Committee
(Article 16.1).
Within ANF, Specialist Committees acting on behalf of the
Supervisory Board all comprise members deemed independent
according to the criteria listed above, their number conforming to
Corporate Governance Code recommendations, with the exception
of the Audit Committee which has no independent members.
Due to the quality of the work produced by the Audit Committee
and the competence and specialist knowledge of its members, the
Supervisory Board does not believe there to be any justifi cation for
changing the composition of the Committee since it enables the
said Committee to operate effectively.
Each Committee issues proposals, recommendations and opinions
within its fi eld of competence. For this purpose, it may conduct,
or instruct to be conducted, any and all studies likely to clarify the
deliberations of the Supervisory Board.
The Audit Committee
The Audit Committee comprises three members of the Supervisory
Board: Messrs Philippe Audouin (Chairman), Théodore Zarifi and
Henri Saint Olive. This Committee does not include any independent
members as the Corporate Governance Code recommends. It was
not deemed necessary to appoint any independent members as
the three members have the accounting and fi nance expertise they
need to accomplish their Committee duties.
The Audit Committee reviews the Company’s annual, half-yearly
and quarterly fi nancial statements before submitting them to the
Supervisory Board.
In addition, the Audit Committee:
• is involved in the selection of the Statutory Auditors of the
Company and of the companies that it directly or indirectly
controls. It verifi es their independence, examines and confi rms,
in their presence, their specifi c tasks, the results of their reviews,
their recommendations and the resulting consequences;
• is informed as to the accounting principles applicable to the
Company, as well as any diffi culties arising from the correct
application of these principles, and it examines any proposed
change of accounting benchmarks or methods;
• is notifi ed by the Executive Board or by the Statutory Auditors of
any event which could entail a signifi cant risk for the Company;
• may require the performance of any internal or external audit on
any subject it considers material to its duties and responsibilities.
In such cases, the Chairman immediately informs the Supervisory
Board and the Executive Board;
• is informed of internal control procedures and internal audit
programmes whenever necessary;
ANF • 2009 ANNUAL REPORT
105
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