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violation of these Articles of Association, or faults committed
in management, under the terms and subject to the sanctions
provided for by the legislation in force.
COMPENSATION OF MEMBERS OF THE EXECUTIVE BOARD
(ARTICLE 21 OF THE ARTICLES OF ASSOCIATION)
The Supervisory Board determines the method and amount of
compensation for each member of the Executive Board, and
determines the number and terms of any stock purchase or
subscription options granted to them.
b) Supervisory Board
COMPOSITION (ARTICLE 11 OF THE ARTICLES OF ASSOCIATION)
1. The Supervisory Board consists of a minimum of three (3), and a
maximum of eighteen (18), members subject to the derogation
provided by law in the event of a merger.
The members of the Supervisory Board are appointed by an
Ordinary Shareholders’ Meeting, except for the option available
to the Supervisory Board of co-opting replacements in the
event of one or more seats becoming vacant. A member is coopted
for the remaining term of his predecessor’s offi ce, subject
to ratifi cation by the following Shareholders’ Meeting.
The number of members of the Supervisory Board aged over
seventy (70) may not exceed one third of the number of sitting
members of the Supervisory Board. When that proportion is
exceeded, the oldest member of the Supervisory Board, with
the exception of the Chairman, ceases his duties at the end of
the following Shareholders’ Meeting.
2. Throughout their term of offi ce, each member of the Supervisory
Board must own at least two hundred and fi fty (250) shares.
3. Members of the Supervisory Board are appointed for a term
of six (6) years. They may stand for re-election. The duties of
members of the Supervisory Board end following the Ordinary
Shareholders’ Meeting to approve the fi nancial statements for
the fi scal year just ended, held in the year during which the term
of offi ce expires.
CHAIRMANSHIP OF THE SUPERVISORY BOARD (ARTICLE 12 OF
THE ARTICLES OF ASSOCIATION)
1. The Supervisory Board elects a Chairman and Vice-Chairman,
from among the members of the Supervisory Board, for the full
period of their appointment. They must be individuals.
The Supervisory Board sets their compensation whether fi xed
or variable.
The Chairman is responsible for calling the Supervisory Board
at least four times per year, and for chairing its proceedings.
2. The Vice-Chairman has the same responsibilities and
prerogatives as the Chairman when the Chairman is unable to
attend, or has delegated his duties to him temporarily.
3. The Supervisory Board may appoint a secretary who may be a
member of the Supervisory Board or not.
OTHER GENERAL INFORMATION
Other information regarding corporate governance
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Contents
SUPERVISORY BOARD MEETINGS (ARTICLE 13 OF THE ARTICLES
OF ASSOCIATION)
1. The members of the Supervisory Board may be notifi ed of
meetings by any means, including verbally.
Supervisory Board meetings are held at the registered offi ce
or in any other place specifi ed in the notice of meeting. They
are chaired by the Chairman of the Supervisory Board or, in his
absence, by the Vice-Chairman.
2. Meetings are held and decisions taken when there is a quorum
and majority as required by law. When votes are tied, the
Chairman of the meeting has the casting vote.
3. The Supervisory Board sets internal rules of procedure which
may specify that, except for decisions relating to the appointment
or replacement of its Chairman and Vice-Chairman, and those
relating to the appointment or dismissal of members of the
Executive Board, the members of the Supervisory Board
taking part in the Supervisory Board’s meeting by means of
video conference or telephone are deemed to be present for
the purposes of a quorum and majority, under the conditions
allowed or laid down by law and regulations in force.
4. Minutes are taken of Supervisory Board meetings and copies or
extracts thereof are delivered and certifi ed in accordance with
the law.
AUTHORITY OF THE SUPERVISORY BOARD (EXTRACTS FROM
ARTICLE 14 OF THE ARTICLES OF ASSOCIATION)
The Supervisory Board monitors the Executive Board’s
management of the Company on an ongoing basis.
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.
The Executive Board submits a report to the Supervisory Board
at least once per quarter, summarizing the main actions and
facts pertinent to the management of the Company, providing
the Supervisory Board with full information on the development
of the Company’s business, including quarterly and half-yearly
fi nancial statements.
Budgets and investment plans are presented to the Supervisory
Board once every six months.
After the end of each fi scal year, within the regulatory deadlines,
the Executive Board presents the annual fi nancial statements,
consolidated fi nancial statements and its report to the Shareholders’
Meeting to the Supervisory Board for the purposes of review
and control. The Supervisory Board presents its comments on
the Executive Board’s report and on the annual company and
consolidated fi nancial statements at the Annual 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 remove members of the
Executive Board, as prescribed by law and Article 17 of the Articles
of Association.
The Supervisory Board draws up the draft resolutions to be
submitted to the Shareholders’ Meetings for appointing Statutory
Auditors, as prescribed by law.
ANF • 2009 ANNUAL REPORT
193
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS