Download the 2009 annual report in PDF format - ANF

56
INFORMATION ABOUT ANF
Corporate governance
• is informed as to the accounting principles applicable to the
Company, as well as any eventual diffi culties arising from the
correct application of such rules, and it examines any proposed
change of accounting guidelines 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
programme whenever necessary;
• is presented each half-year, by the Executive Board, with an
analysis of the risks to which the Company may be exposed.
(b) Compensation and Appointments Committee
This Committee consists of three Board members: Patrick Sayer
(Chairman), Sébastien Bazin and Philippe Monnier.
The Compensation and Appointments Committee has the following
duties and responsibilities:
• to submit proposals to the Supervisory Board as to the
compensation of its Chairman, Vice-Chairman and the members
of the Executive Board, the amount of attendance fees, and
the granting of Company stock option plans and bonus shares
allocated to members of the Executive Board;
• to submit 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 executive managers of the
Company.
(c) Properties Committee
This Committee consists of four Board members: Patrick Sayer
(Chairman), Sébastien Bazin, Jean-Luc Bret and Philippe Monnier.
The Properties Committee reviews and issues an opinion on any
and all contemplated transactions, corporate acts or proposals to
the Shareholders’ Meeting submitted to it by the Chairman of the
Supervisory Board with prior approval from the Supervisory Board.
ANF • 2009 ANNUAL REPORT
Operating Committees
(a) Real Estate Committee
The Real Estate Committee, chaired by the Chairman of the
Executive Board and the Chief Operating Offi cer, consists of
members of the Executive Board and key executives of ANF.
It meets at least once every six months to review the policy to be
applied, follow up and report on its implementation. Any policy
thus determined is implemented by the property team. Real Estate
Committee meetings enable management to ensure that its policies
are correctly implemented.
The Real Estate Committee also examines reports prepared by the
accounting and fi nance departments on the Company’s business
and in particular on the completion of works and the analysis of any
discrepancies with the budget.
(b) Strategic Committee
Since 2008, ANF’s key executives have met at least once per month
in a Strategic Committee, which examines the reporting prepared
by the accounting and fi nance departments and the operations of
ANF’s various departments.
(c) Coordination Committee
A Coordination Committee was set up in June 2006 for each site,
each one chaired by its Chief Operating Offi cer. They comprise the
key executives of the property staff in charge of each site.
They meet regularly to address current topics and ensure that the
decisions of the Executive Board are correctly applied.
(d) Executive Committee
An Executive Committee was set up at the beginning of fi scal
year 2008. At the date of this Registration Document, it comprised
the members of the Executive Board, the Chief Financial Offi cer and
one of the Company’s executives. The Chief Financial Offi cer and
said executive attend Executive Board meetings on a regular basis.
2.5 Compensation and retirement commitments
of corporate offi cers
The compensation and benefi ts of all types paid to the corporate
offi cers of ANF by ANF and Eurazeo (1) as indicated below, in line with
the presentation defi ned by the AFEP/MEDEF recommendations
of October 2008 integrated into the AFEP/MEDEF Corporate
(1) ANF is controlled by Eurazeo, as defi ned in Article L. 233-16 of the French Commercial Code.
�
Contents
Governance Code for listed companies (December 2008) (Tables 1
to 7) and the AMF Recommendation of December 22, 2008
concerning the disclosures on the compensation of corporate
offi cers required in registration documents (Tables 8 and 9).
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS