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or vote on the project in question and the portion of the minutes
of the meeting concerning the project are not submitted to him.
Article 8: Notifi cation
These internal rules of procedure are sent to the Executive Board,
which takes note of them at a special meeting.
APPENDIX I – AUDIT COMMITTEE CHARTER
Article 1: Duties
The Audit Committee reviews the Company’s annual and half-yearly
fi nancial statements before they are submitted to the Supervisory
Board.
Article 2: Resources
The Audit Committee:
• is involved in the selection of the Company’s Statutory Auditors
and those of the companies that it directly or indirectly controls.
It verifi es their independence, examines and confi rms, in their
presence, their audit programme, the results of their reviews,
their recommendations and the resulting consequences;
• is informed as to the accounting principles applicable to the
Company, as well as any potential diffi culties arising from the
correct application of such rules, and it examines any proposed
change of accounting grids or modifi cations of accounting
methods;
• is notifi ed by the Executive Board or by the Statutory Auditors of
any event which could entail a signifi cant risk for the Company;
• may require the performance of any internal or external audit on
any subject it considers material to its duties and responsibilities.
In such cases, the Chairman immediately informs the Supervisory
Board and the Executive Board;
• is informed of internal control processes and internal audit
programmes whenever necessary;
• is presented each half-year, by the Executive Board, with an
analysis of the risks to which the Company is exposed.
Article 3: Meetings
The Committee meets at least four times a year after a meeting
has been called by its Chairman. It also meets on request by
the Chairman of the Supervisory Board or the Chairman of the
Executive Board.
Any Audit Committee members who attend the meeting by video
conference or any other means of telecommunication are deemed
present for the purposes of quorum and majority in accordance
with relevant laws and regulations in effect for Supervisory Board
meetings.
OTHER GENERAL INFORMATION
Other information regarding corporate governance
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APPENDIX II – PROPERTIES COMMITTEE CHARTER
Contents
Article 1: Duties
The Properties Committee reviews and issues an opinion on any
contemplated transactions, acts or proposals to the Shareholders’
Meeting submitted to it by the Chairman of the Supervisory Board
under the provisions of Article 2.2 of the Supervisory Board’s
internal rules of procedure.
Article 2: Meetings
The Properties Committee meets when necessary after a meeting
has been called by its Chairman. It also meets on request by
the Chairman of the Supervisory Board or the Chairman of the
Executive Board.
Any Properties Committee members who attend the meeting
by video conference or any other means of telecommunication
are deemed present for the purposes of quorum and majority
in accordance with relevant laws and regulations in effect for
Supervisory Board meetings.
APPENDIX III – COMPENSATION AND APPOINTMENTS COMMITTEE
CHARTER
Article 1: Duties
The Compensation and Appointments Committee:
• submits proposals to the Supervisory Board as to the
compensation of its Chairman, Vice-Chairman and the members
of the Executive Board, as well as the amount of attendance
fees to be proposed at the Shareholders’ Meeting and the
allocation of Company stock option plans to members of the
Executive Board;
• also submits recommendations for appointing, removing and
renewing the terms of members of the Supervisory Board and
Executive Board. The Committee is informed of the recruitment
and compensation of the key executives of the Company.
Article 2: Meetings
The Committee meets at least once a year after a meeting has been
called by its Chairman. It also meets on request by the Chairman
of the Supervisory Board or the Chairman of the Executive Board.
Any Compensation and Appointments Committee members
who attend the meeting by video conference or any other means
of telecommunication are deemed present for the purposes
of quorum and majority in accordance with relevant laws and
regulations in effect for Supervisory Board meetings.
ANF • 2009 ANNUAL REPORT
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