Download the 2009 annual report in PDF format - ANF

• liabilities or similar instruments where the Company gives a
specifi c guarantee or bond for such fi nancing. Other loans
taken out by subsidiaries or participating interests, or by an ad
hoc acquisition company and for which the Company has not
provided a specifi c guarantee or security, are not taken into
account when calculating the aforementioned ceiling.
At its meeting on March 25, 2009, the Supervisory Board decided
to renew, for a period of one year, the authorisation given to the
Executive Board by the Supervisory Board on March 27, 2008, for
the purpose of:
• providing sureties of up to €75 million and for a maximum of
€75 million per transaction;
• acting as guarantor and providing endorsements and guarantees
of up to €75 million.
At Properties Committee level
The Properties Committee reviews and issues an opinion on any
contemplated transaction, act or proposal to the Shareholders’
Meeting, as submitted to it by the Chairman of the Supervisory
Board. The Properties Committee ruled on acquisition opportunities
in 2009.
At the level of departments responsible for internal control
The Accounting department is in charge of preparing the fi nancial
statements. It also ensures compliance with internal procedures
related to expenditure.
The Finance department is in charge of making payments, in
particular, to put investment decisions into practice, investing
available cash and following up such short-term investments.
The legal teams assist the Executive Board in reviewing and
monitoring operations. One member of the Executive Board is
responsible for coordinating relations between the Executive Board,
the legal teams and the various Company departments.
The interaction between these various Departments is described in
the paragraph below on quality control of fi nancial and accounting
information.
An Investor Relations team is responsible for preparing any fi nancial
communications, ensuring that such communications are based on
the general principles and good practices appearing in the “Financial
Communication: Framework and Practices” guide (drafted by the
Financial Communication Observatory under the aegis of the AMF).
The Executive Board defi nes the fi nancial communication strategy.
Any press release is approved, in advance, by the members of
the Executive Board. In addition, press releases relating to the
announcement of half-yearly and annual results are submitted to
the Supervisory Board. Supervisory Board Committees may be
consulted as to their opinion on some ad hoc subjects, prior to
information being released.
Prior to the announcement of half-yearly and annual results, ANF is
required to adhere to a quiet period of two weeks during which the
Company refrains from contact with analysts and investors.
INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
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Contents
The company has set up an electronic data management system.
This system has enabled the Company to improve the quality and
management of its commitments by a process of electronic invoice
and order validation. In addition, a new accounting tool has also
been introduced by means of dedicated accounting software. These
new tools, together with the existing systems, help to improve the
quality of fi nancial information.
CONTROL PROCEDURES FOR COMPANY OPERATIONS
At Supervisory Board level
Certain operations which are not directly related to asset acquisition
or disposal activities or indebtedness are, according to the Articles
of Association, subject to the prior authorisation of the Supervisory
Board:
• proposal to the Shareholders’ Meeting of any amendments to the
Articles of Association;
• any operations which may, immediately or at a later date, result in
an increase or reduction of the Company’s share capital, via the
issue of securities or the cancellation of shares;
• the introduction of any stock option plan, or allocation of
Company stock options;
• proposal of any share buyback programmes to the Shareholders’
Meeting;
• proposal of any appropriation of earnings, dividend payment or
any interim dividend payment to the Shareholders’ Meeting.
At Executive Board level
All issues relating to the Company’s commercial life are dealt with on
a collegial basis by the Executive Board which meets, on average,
twice a month. The Executive Board meets regularly with members
of the Management Committee. The Executive Board may invest
in one or more of its members, or in any person not on the Board,
such special temporary or permanent roles as it determines, and
delegate to them such powers as it deems necessary for one or
more specifi c purposes, with or without the option to sub-delegate
such authority.
At Strategic and Real Estate Committee level
The Strategic Committee, chaired by the Chairman of the
Executive Board, is made up of members of the Executive Board
and department heads to review policy and report on operations.
Strategic Committee meetings enable Management to ensure that
its policy is correctly implemented.
The Company’s key executives also meet at least once every
six months in the form of a Real Estate Committee. Real Estate
Committee meetings, held alternately with Strategic Committee
meetings, not only enable Management to ensure that its policy is
being implemented correctly by the real estate team but also enable
all executives to receive regular information about such policy and
its application.
ANF • 2009 ANNUAL REPORT
107
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS