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OTHER GENERAL INFORMATION
Other information regarding corporate governance
operating rules are laid down in their internal rules provided in
appendices 1, 2 and 3 of these regulations.
2. Each Committee has between three and seven members
appointed in their own names, who cannot delegate
representatives. They are chosen at the Supervisory Board’s
discretion and from among its members. The Supervisory
Board ensures that they include independent members.
3. Committee members’ terms of offi ce correspond to their
terms as members of the Supervisory Board, the Supervisory
Board being at all times entitled to change the composition of
the Committees, thereby ending the term of any Committee
member.
4. The Supervisory Board can also appoint one or more nonvoting
members to one or more Committees for the term it
chooses. Pursuant to the Articles of Association, non-voting
members appointed by the Supervisory Board take part in the
deliberations of the Committee to which they are appointed in
an advisory capacity only. They cannot replace members of the
Supervisory Board and only issue opinions.
5. The Supervisory Board appoints the Committee Chairman
among its members for the length of his term as Committee
member.
6. Each Committee reports on the performance of its mission at
the following Supervisory Board meeting.
7. Each Committee sets the frequency of its meetings held at the
registered offi ce or any other location chosen by the Chairman,
who sets the agenda for each meeting.
The Committee Chairman may decide to invite all of the
members of the Supervisory Board to attend one or more of
the Committee’s meetings. Only Committee members take part
in deliberations.
Each Committee can invite any person of its choice to its
meetings.
8. The minutes of each meeting are drawn up, unless otherwise
indicated, by the meeting Secretary appointed by the Committee
Chairman and under the Committee Chairman’s authority.
It is transmitted to all Committee members. The Committee
Chairman decides how he will report on the Committee’s work
to the Supervisory Board.
9. Each Committee issues proposals, recommendations and
opinions within its area of competence. For this purpose, it may
conduct, or have conducted, any and all studies likely to clarify
the deliberations of the Supervisory Board.
10. The compensation of members of each Committee is set by
the Supervisory Board and deducted from the global annual
amount of attendance fees.
Article 6: Compensation of the Supervisory Board
1. The Chairman and Vice-Chairman may be paid compensation
whose type, amount and terms are determined by the
Supervisory Board based on the proposal of the Compensation
Committee.
2. The amount of attendance fees set by the Shareholders’
Meeting in application of Article 15 of the Articles of Association
ANF • 2009 ANNUAL REPORT
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Contents
is distributed by the Supervisory Board between the Supervisory
Board, its specialised Committees and possibly non-voting
members, according to the following rules:
• The Supervisory Board determines the amount of attendance
fees allocated to members of the Supervisory Board and the
amount of those allocated to the Chairman and members of
each Committee.
• Half of the amount of the attendance fees allocated to the
Supervisory Board and Committee members are distributed
evenly and the other half in proportion to their actual attendance
at Board and Committee meetings.
• The Supervisory Board may decide to allocate a portion of its
attendance fees to non-voting members, under conditions it
determines.
Article 7: Ethics
1. Supervisory Board and Committee members as well as
any other person who attends its meetings and those of its
Committees are required to respect the confi dentiality of its
deliberations and those of its Committees as well as any other
confi dential information or information presented as such by its
Chairman or the Chairman of the Executive Board.
2. For example, if the Supervisory Board receives specifi c
confi dential information that could affect the share price of the
Company or a company it controls when published, members
of the Supervisory Board must refrain from communicating this
information to any third parties as long as it has not been made
public.
3. Each member of the Supervisory Board is required to inform
the Company in writing by confi dential mail, through the
intermediary of the Chairman of the Supervisory Board, of the
number of Company shares it owns and of any transactions
carried out involving these shares by himself or persons
with whom he has close ties within fi ve business days of the
transaction taking place. It also informs the Company of the
number of shares it owns at December 31 of each year and
during any fi nancial transactions, to enable the Company to
disclose this information.
4. The Company may require members of the Supervisory Board
to provide any information relating in particular to transactions
involving shares in listed companies that may be necessary for
it to meet disclosure obligations to the authorities, notably stock
market authorities, in certain countries.
5. When a transaction is planned that directly or indirectly involves
a member of the Supervisory Board or a non-voting member
(e.g. when a member of the Supervisory Board is affi liated:
with the seller’s bank, the bank of a competitor of ANF for said
transaction, to a signifi cant supplier or client of a company in
which ANF plans to invest), he is required to inform the Chairman
of the Supervisory Board as soon as he is aware of any such
projects and indicate whether he is directly or indirectly involved
and in what capacity. The member of the Supervisory Board
or non-voting member concerned is required to refrain from
attending the portion of the Supervisory Board meeting or that
of one of its Committees concerning the project in question.
Consequently, he does not take part in the Board’s deliberations
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