Download the 2009 annual report in PDF format - ANF

analysis of turnover by supplier, etc.) and their payment (persons
authorised to incur expenditure not authorised to pay for it, and so
forth). Furthermore, the previously implemented tool for monitoring
both forecast and actual profi tability is used for investment decisions
related to lot renovations or construction.
The Chairman of the Executive Board is authorised to sign payments
for unlimited amounts, the Chief Operating Offi cer is authorised to
sign for up to €1 million; delegations of powers have been given to
some employees requiring single or joint signatures for expenditure
up to a maximum of €100,000.
Ethics
Members of the Supervisory Board must adhere, in addition to
current legislation and, in particular, legislation on obligations relating
to abstention from trading in Company shares, to the provisions
defi ned by the Supervisory Board at its meeting on May 4, 2005 and
referred to in Article 7 of the Internal Rules of Procedure relating to
Supervisory Board ethics.
Furthermore, the Company’s current Internal Rules of Procedure
require salaried employees to conform to rules concerning
compliance with fair market practice (obligation to abstain from
market trading, confi dentiality and professional secrecy obligations,
etc.).
In addition, all new employees receive memos outlining legal
sanctions for stock market offences (insider trading, passing
on privileged information, share price rigging, etc.) and legal and
ethical guidelines with which all Company employees must comply.
In particular, employees are reminded that they are not to engage in,
or assist with, any transactions of any kind that could be interpreted
as having deviated from the normal course of market operation, and
that in addition to simply complying with legal restrictions, they must
behave in such a manner as to avoid all suspicion.
It was also decided at the Supervisory Board meeting of May 4,
2005, in accordance with the rule laid down by the Executive Board
of Eurazeo, that members of the Executive Board and employees
of Eurazeo appointed as corporate offi cers for Eurazeo subsidiaries
(i.e. ANF), shall waive any attendance fees as Board members
either at Eurazeo’s request, or by virtue of their offi cial positions at
Eurazeo.
Special procedures relating to shareholders’
participation in Shareholders’ Meetings
Please refer to Article 23 of the Company’s Articles of Association
on special procedures relating to shareholders’ participation in the
Company’s Shareholders’ Meetings.
INFORMATION ABOUT ANF
Reports and information for the Shareholders’ Meeting
Determination of compensation and benefi ts
of any kind given to corporate offi cers
COMPENSATION AND OTHER BENEFITS FOR MEMBERS
OF THE EXECUTIVE BOARD (1)
Fixed and variable compensation
The compensation of Executive Board members is determined on
an individual basis by the Supervisory Board upon the proposal by
the Compensation and Appointments Committee, which defi nes
the principles regarding compensation and benefi ts granted to
members of the Executive Board. Once a year, the Compensation
and Appointments Committee conducts an exhaustive review of the
compensation of members of the Executive Board and recommends
any changes required to the Supervisory Board. In particular, it
assesses the qualitative factors determining the compensation.
Compensation of members of the Executive Board is made up of
fi xed compensation, variable compensation, benefi ts in kind relating
to their position as Board members, the allocation of stock options
and bonus shares.
The fi xed compensation of the members of the Executive Board was
decided on at the Supervisory Board meeting of December 3, 2009,
based on the proposals of the Compensation and Appointments
Committee meeting of November 30, 2009.
Variable compensation is based on the achievement of objectives
linked to work accomplished during the previous year.
At its meeting on March 25, 2009, the Supervisory Board decided,
upon the proposal made by the Compensation and Appointments
Committee at its meeting on March 20, 2009, that the variable
portion of compensation would, from 2009, be determined based
on the following two factors:
• 50% of the variable part would be calculated on NAV performance
trends (2) ;
• 50% of the variable portion would be linked to qualitative criteria
consisting mainly of a performance assessment of the members
of the Executive Board based on the proposals of the Chairman.
The variable part of the compensation of the members of the
Executive Board for 2009 was determined by the Supervisory
Board meeting on March 19, 2010, upon the proposal made by
the Compensation and Appointments Committee at its meeting on
March 17, 2010, by taking into account in particular the successful
achievement of the Company’s objectives (common and individual
qualitative criteria) and overall performance (quantitative criteria
common to all members of the Executive Board).
Benefi ts in kind awarded to the Chief Operating Offi cer consist
solely of the use of a company car.
Furthermore, at the Supervisory Board meeting of May 4, 2005
it was decided not to remunerate the members of the Executive
Board for their terms served. On the other hand, compensation on
the basis of their employment contract was maintained (Mr Xavier
(1) Details of compensation and other benefi ts paid to the Company’s corporate offi cers is set out in Chapter 2 “Corporate governance” of the
Company’s 2009 Registration Document, in accordance with the Corporate Governance Code recommendations laid down and supplemented
by the recommendation of the Financial Markets Authority (the “AMF”) on information to be provided in Annual Reports on the compensation of
corporate offi cers.
(2) Net of tax.
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Contents
ANF • 2009 ANNUAL REPORT
109
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS