Download the 2009 annual report in PDF format - ANF

INFORMATION ABOUT ANF
2.2 Declarations regarding the administrative,
management, and supervisory bodies and Senior
Management
There are no family relationships between the members of the
Supervisory Board and the members of the Executive Board. One
member of the Supervisory Board (Patrick Sayer) is the brother-inlaw
of another member of the Supervisory Board (Jean-Luc Bret).
Pursuant to Article R. 621-7.I of the Monetary and Financial Code,
Bruno Keller, within the framework of his former position as General
Secretary of Eurafrance and based on events from 2001, was
subject to a pecuniary fi ne ordered on September 16, 2005 by the
AMF (Financial Markets Authority) Disciplinary Commission against
its recorder’s opinion. This fi ne was confi rmed by the Paris Court of
Appeal on September 12, 2006.
To ANF’s knowledge, and with the exception of what is provided in
the paragraph above, over the last fi ve years:
• there have been no decisions handed down for fraud against any
of the members of the Executive Board or of the Supervisory
Board;
Corporate governance
• no members of the Executive Board or the Supervisory Board
have been associated with bankruptcy, receivership or liquidation
as a member of an administration, management or supervisory
body; and
• no charges have been brought against and/or offi cial public
penalties have been handed down against any members of the
Executive Board or of the Supervisory Board by any legal or
regulatory authority.
In addition, to ANF’s knowledge, no member of the Executive Board
or of the Supervisory Board has been prevented by a court to act as
a member of an administrative, management or supervisory body of
an issuer or to act in the management or conducting of business of
an issuer, in the last fi ve years.
2.3 Confl icts of interest on administrative, management
and supervisory bodies and Senior Management
Mr Keller, Mr Sayer, Mr Audouin, Mr Richardson, Mr Saint Olive
and Mr Zarifi , members of ANF’s Executive Board or Supervisory
Board, also hold offi ces at Eurazeo, a majority shareholder in ANF,
via Immobilière Bingen, of which 99.9% of the capital is held by
Eurazeo. Furthermore, Ms Abellard (1) a member of ANF’s Supervisory
Board, is compensated by Eurazeo (see paragraphs 2.1 “Terms of
offi ce and positions of corporate offi cers – Management expertise
as at December 31, 2009” and 2.5 “Compensation and retirement
commitments of corporate offi cers” of part II of the Registration
Document).
To ANF’s knowledge, Mr Keller, Mr Sayer, Mr Audouin,
Mr Richardson, Mr Saint Olive, Mr Zarifi and Ms Abellard have no
confl icts of interest relating to the exercise of their corporate offi ce
at ANF. Fabrice de Gaudemar, whose appointment as member of
2.4 Board Committees
Committees through the Supervisory Board
(a) Audit Committee
This Committee consists of three Board members: Philippe Audouin
(Chairman), Henri Saint Olive and Théodore Zarifi .
the Supervisory Board of ANF was submitted at the Shareholders’
Meeting held on May 6, 2010, is also a member of the Executive
Board of Eurazeo. If appointed to ANF’s Supervisory Board, there
would be no confl icts of interest relating to the exercise of his
corporate offi ce at ANF.
On the fi ling date of this Registration Document and to ANF’s
knowledge, there are no situations which may give rise to a confl ict
between the duties of the members of the Supervisory Board and/
or of the Executive Board with respect to ANF and their private
interests or other duties.
Also refer to paragraph”Statutory Auditors’ Report on regulated
agreements and commitments” of Section 6.8 for the fi scal year
ended December 31, 2009 of Part II of the Registration Document.
(1) Delphine Abellard resigned from her duties as member of the Supervisory Board of ANF with effect from May 6, 2010.
�
Contents
The Audit Committee reviews the Company’s annual and interim
fi nancial statements before submitting them to the Supervisory
Board. In addition, the Audit Committee:
• is consulted concerning the choice of Statutory Auditors for ANF
and the companies that it owns directly or indirectly. It verifi es their
independence, checks and validates, in their presence, their audit
programmes, the results of their reviews, their recommendations
and their consequences;
ANF • 2009 ANNUAL REPORT
55
OTHER GENERAL GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS