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OTHER GENERAL INFORMATION
Other information regarding corporate governance
The following transactions require the prior approval of the
Supervisory Board:
a) Pursuant to applicable law and regulations:
• disposal of real property;
• full or partial disposal of investments;
• the creation of security interests, as well as the granting of
securities, endorsements and guarantees.
b) By the Articles of Association:
• proposal to the Shareholders’ Meeting of any amendments to the
Articles of Association;
• any transactions 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, and any allocation of
Company stock purchase or subscription options;
• any proposal of share buyback programmes to the Shareholders’
Meeting;
• any proposal to the Shareholders’ Meeting to appropriate
income, and distribution of dividends, or interim dividends;
• the acquisition of a new or additional ownership interest in any
entity or company, or disposal of investment, for an amount in
excess of twenty million euros (€20,000,000);
• any debt agreement where the amount of the transaction exceeds
twenty million euros (€20,000,000) in one or more instalments.
In assessing the threshold of twenty million euros (€20,000,000),
the following are taken into account:
• the value of the investment made by the Company as it
appears in its company fi nancial statements, be it in the form
of capital or similar instruments, or shareholder loans or similar
instruments,
• liabilities or similar instruments where the Company gives a
specifi c guarantee or security for such fi nancing. Other loans
taken out by the concerned subsidiaries or shareholding, 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 threshold;
c) any agreement under Article L. 225-86 of the French Commercial
Code.
The Supervisory Board may decide to create committees with
responsibility for reviewing issues referred to them for their opinion
by the Supervisory Board or its Chairman.
COMPENSATION OF MEMBERS OF THE SUPERVISORY BOARD
(ARTICLE 15 OF THE ARTICLES OF ASSOCIATION)
Attendance fees may be granted to the Supervisory Board by the
Shareholders’ Meeting. The Supervisory Board distributes such
fees freely amongst its members.
The Supervisory Board may also grant exceptional compensation to
members of the Supervisory Board under the conditions provided
for by law.
ANF • 2009 ANNUAL REPORT
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Contents
c) Internal rules of procedure of the Supervisory Board
On May 4, 2005, ANF’s Supervisory Board adopted internal rules
of procedure intended to specify its terms of operation, in addition
to legal provisions and provisions in the Company’s Articles of
Association.
Appendices to the internal rules of procedure contain an Audit
Committee charter, a Properties Committee charter and a
Compensation and Appointments Committee charter. These
specify the tasks and terms of these committees’ meetings (see
also paragraph “Supervisory Board Committees” in the “Report of
the Chairman of the Supervisory Board on internal control” in Part II
of the Registration Document).
These internal rules of procedure, pursuant to Article 13 of the
Company’s Articles of Association, can be amended at any time by
the Supervisory Board.
Article 1: Board Participation. Independence
1. Each member of the Supervisory Board must dedicate the time
and attention necessary to exercise his offi ce and must regularly
attend meetings of the Board and of the Committee(s) of which
he is a member.
Any Board member who has not attended half of the meetings
of the Board and Committees of which he is a member over the
year is deemed to wish to terminate his offi ce and is requested
to resign.
2. Every year, the Supervisory Board defi nes and reviews the
independence of its members. It rules on the qualifi cation of
its members based on the opinion of the Compensation and
Appointments Committee
A member of the Supervisory Board is independent when,
directly or indirectly, he has no relationship whatsoever with
the Company, its Group or its management, that may affect or
compromise his freedom of judgement.
In principle, any member of the Supervisory Board is considered to
be an independent member if he:
• is not, and has not been during the course of the last fi ve fi scal
years, a corporate offi cer or employee of the Company or a
company that it consolidates;
• is not, and has not been during the course of the last fi ve fi scal
years, the corporate offi cer of a company in which the Company,
or one of its employees, designated for this purpose, holds or has
held the offi ce of director;
• is not, and has not been during the last fi ve fi scal years, a
Statutory Auditor of the Company or of one of its subsidiaries;
• is not, directly or indirectly, in a material manner, a client,
supplier, investment or corporate banker of the Company or its
subsidiaries;
• has no close family links with any of the Company’s corporate
offi cers.
The Supervisory Board may consider that one of its members
satisfying these criteria must not be qualifi ed as independent due
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS