Download the 2009 annual report in PDF format - ANF

to a specifi c situation, or conversely that one of its members not
satisfying all these criteria must be qualifi ed as independent.
Article 2: Supervisory Board meetings
1. In application of paragraph 3 of Article 12 of the Articles of
Association, on the proposal of its Chairman, the Supervisory
Board appoints a secretary, who is not required to be one of its
members.
2. The Supervisory Board meets as often as the Company’s
interests requires and at least once a quarter. Notices may be
served by letter, telegram, fax, electronic mail or communicated
verbally by the Secretary of the Supervisory Board.
Meetings are convened by the Chairman, who defi nes the
agenda which is set only at the time of the meeting.
If the Chairman is unable to attend, he is replaced in all
capacities by the Vice-Chairman.
The Chairman must hold a Supervisory Board meeting within
two weeks of any request for a meeting submitted with
justifi cation by at least one-third of its members or by the
Executive Board. If the request is not met, those who requested
the meeting are authorised to convene a meeting themselves
and establish the agenda thereof.
The meetings are held at the location designated in the notice
of meeting.
3. A member of the Supervisory Board may give any other
Supervisory Board member proxy for a meeting by letter,
telegram, fax or electronic mail. Members are authorised to act
as proxy for one member only at a given meeting.
These provisions apply to permanent representatives of a legal
entity.
A Supervisory Board meeting is valid only if at least half of its
members are present. Decisions are adopted by the majority of
the members present or represented. When votes are tied, the
Chairman of the meeting has the casting vote.
4. 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
meeting by means of video conference or telecommunication
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.
5. The Supervisory Board can authorise non-members to attend
meetings, including by video conference or other means of
telecommunication.
6. An attendance register is signed by members of the Supervisory
Board in attendance and kept at the registered offi ce.
Article 3: Minutes
Minutes of the deliberations of every Supervisory Board meeting
are recorded, in accordance with the legal provisions in effect.
The minutes indicate whether means of video conference or
telecommunication were used as wall as the name of each member
having attended the meeting by such means.
The Secretary of the Supervisory Board is authorised to deliver and
certify copies or extracts of minutes.
OTHER GENERAL INFORMATION
Other information regarding corporate governance
�
Contents
Article 4: Exercise of powers of the Supervisory Board
The Supervisory Board monitors the Executive Board’s
management of the Company on an ongoing basis. To do so it
exercises its powers granted by law and the Articles of Association.
1. Information provided to the Supervisory Board
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.
On a monthly basis, the Executive Board sends the Chairman a
summary of the Company’s investments, cash position, possible
debt and the transactions carried out.
At least once a quarter, the Executive Board presents the
Supervisory Board with a report covering these same items and a
description of the Company’s businesses and strategy.
The Executive Board also presents its budgets and investment
plans to the Supervisory Board once every six months.
2. Prior authorisation from the Supervisory Board
1. Pursuant to Article 14.5 of the Articles of Association, the
Supervisory Board sets the duration, amounts and terms
under which it authorises in advance one or more transactions
defi ned in a) and b) of paragraph 4 of Article 14 of the Articles of
Association by a written decision which is then communicated
to the Executive Board.
2. By authorisation of the Supervisory Board and based on the
favourable opinion of the Properties Committee, the Chairman
can authorise the Executive Board to carry out transactions
defi ned in a) and b) of paragraph 4 of Article 14 of the Articles
of Association, between two Supervisory Board meetings in the
event of an emergency only if the amount of said transactions
(as accounted for in assessing the threshold, in accordance
with Article 14, paragraph 4 of the Articles of Association) is
between €20,000,000 and €50,000,000 for the transactions
listed in the last two sub-sections of b).
This authorisation must be given in writing. At its next meeting,
the Chairman will submit a report to the Supervisory Board for
ratifi cation.
3. The Supervisory Board grants its Chairman the authority to
appoint any new Company representative to any board of
any French or foreign company in which the Company has an
investment of at least €20,000,000.
4. The Chairman of the Supervisory Board may issue an opinion at
any time to the Executive Board on any transaction that it has
carried out, is carrying out or is planning to carry out.
5. The prior approvals and authorisations granted to the Executive
Board in application of Article 14 of the Articles of Association
and this Article are mentioned in the minutes to the Supervisory
Board and Executive Board meetings.
Article 5: Creation of committees – Shared provisions
1. In application of paragraph 6 of Article 14 of the Articles of
Association, the Supervisory Board decided to set up an Audit
Committee, Properties Committee and a Compensation and
Appointments Committee. These three specialised Committees
are permanent committees. Their particular missions and
ANF • 2009 ANNUAL REPORT
195
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS