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OTHER GENERAL INFORMATION
Other information regarding corporate governance
4. Other information regarding corporate
governance
4.1 Extracts from the Articles of Association regarding
corporate governance
Organisation and operation of the Executive
Board and Supervisory Board
a) Executive Board
COMPOSITION (EXTRACTS FROM ARTICLES 17 AND 18
OF THE ARTICLES OF ASSOCIATION)
The Company is managed by an Executive Board consisting of
three to seven members who are appointed by the Supervisory
Board. The Executive Board operates under the control of the
Supervisory Board, in accordance with the law and the Company’s
Articles of Association.
Members of the Executive Board may be chosen from outside the
shareholders. They must be individuals. They may be re-elected.
No member of the Supervisory Board may be a member of the
Executive Board.
The age limit for a member of the Executive Board is sixty-eight (68).
Any member of the Executive Board reaching this age is deemed to
have automatically resigned.
The Executive Board is appointed for a term of four (4) years. In
the event that a seat becomes vacant, the Supervisory Board, in
accordance with the law, appoints the successor for the remaining
term of the predecessor’s offi ce.
The appointment of any member of the Executive Board may be
dismissed either by the Supervisory Board or by the Shareholders’
Meeting on the Supervisory Board’s proposal. When an appointment
is dismissed without justifi cation, damages may be awarded.
The Supervisory Board appoints one of the members of the
Executive Board as Chairman.
EXECUTIVE BOARD MEETINGS (EXTRACTS FROM ARTICLE 19
OF THE ARTICLES OF ASSOCIATION)
1. The Executive Board meets as often as required by the
Company’s interests, after a meeting has been called by the
Chairman or by at least half of the Executive Board’s members,
either at the registered offi ce, or at any other place stated in
the notice of meeting. Items may be added to the agenda at
the time of the meeting. Notices may be made by any form of
communication, including verbally.
2. The Chairman of the Executive Board or, in his absence, the
Chief Operating Offi cer designated by him, chairs the meetings.
3. An Executive Board meeting is valid only if at least half of its
members are present. Decisions are adopted by the majority
vote of the members present or represented. When votes are
tied, the Chairman of the meeting has the casting vote.
ANF • 2009 ANNUAL REPORT
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Contents
Members of the Executive Board may take part in Executive Board
meetings by means of video conference or telecommunication
as authorised by the regulations applicable to Supervisory
Board meetings. They are then deemed to be present for the
calculation of the quorum and majority.
4. Discussions at meetings of the Executive Board are recorded in
the form of minutes held in a special register and signed by the
members of the Executive Board attending the meeting.
5. The Executive Board, for its own operation, sets out its internal
rules of procedure and notifi es the Supervisory Board thereof.
AUTHORITY AND OBLIGATIONS OF THE EXECUTIVE BOARD
(ARTICLE 20 OF THE ARTICLES OF ASSOCIATION)
1. The Executive Board enjoys the most extensive authority to act
in all circumstances in the name of the Company, within the limits
of the corporate purpose and subject to the authority expressly
conferred by law and the Articles of Association to Shareholders’
Meetings and the Supervisory Board.
No restriction of its authority is binding on third parties, and they
can sue the Company for performance of commitments made
on its behalf by the Chairman of the Executive Board or the
Chief Operating Offi cer, if their appointments have been validly
publicised.
2. Members of the Executive Board may, with the authorisation of
the Supervisory Board, divide management roles between them.
Under no circumstances, however, may this division relieve the
Executive Board of the obligation to meet and discuss the most
pertinent corporate management issues, nor may it be invoked
as grounds for exemption from the joint and several liability of the
Executive Board and each of its members.
3. 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 further delegate such
authority.
4. The Executive Board draws up and presents to the Supervisory
Board the quarterly, half-yearly and annual fi nancial statements,
budgets and reports, as required by law and paragraph 1 of
Article 14 above.
The Executive Board calls all Shareholders’ Meetings, draws up
their agenda and executes their decisions.
5. Members of the Executive Board are liable to the Company
or to third parties jointly and severally as appropriate for
contraventions of legal provisions governing limited companies,
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