Today, Wavin - Jaarverslag.com

Wavin Annual Report 2010 | page 39shares or hold a pledge over its shares with an aggregate nominal value exceeding 50% of the issuedshare capital, and (iii) the Management Board has been authorised thereto by the General Meeting ofShareholders. Authorisation from the General Meeting of Shareholders to acquire shares must specifythe number and class of shares that may be acquired, the manner in which shares may be acquired andthe price range within which shares may be acquired. Such authorisation will be valid for no more than18 months.On 26 September 2006, the General Meeting of Shareholders authorised the Management Board toacquire Wavin shares up to the maximum permitted by the Dutch Civil Code and the Articles ofAssociation for a consideration of at least € 0.01 per share and which may not exceed the averageclosing price of Shares on Eurolist by Euronext during fi ve consecutive days preceding the day ofrepurchase increased by 10%. Any shares the company holds in its own capital may not be voted orcounted for voting quorum purposes. Without prejudice to the boundaries stipulated by law and theArticles of Association, after a repurchase Wavin will not hold more than 10% of the outstanding capitalat the time of the repurchase. Most recently the authority was extended at the Annual General Meetingof Shareholders on 21 April 2010, subject to the prior approval of the Supervisory Board, until 21October 2011.Special rights provided for by the Articles of AssociationProtective measuresWavin’s principle defence against (any action which might lead to) a threat to its continuity is thecompany’s ability to issue preference shares to the Stichting Preferente Aandelen Wavin (the‘Foundation’). Such preference shares will be issued, should the Foundation exercise its call option right.On 11 October 2006, the General Meeting of Shareholders of Wavin resolved to grant this option right tothe Foundation. The Call Option Agreement does not contain any conditions that must be met beforeexercising the option right. According to aforementioned agreement, the number of preference shares tobe issued may amount to 100% of the total number of ordinary shares outstanding at the time ofplacing. If preference shares are issued, a General Meeting of Shareholders will be convened no laterthan twelve months thereafter. At that meeting, purchase and withdrawal of the preference shares will beconsidered. The Foundation was formed under the laws of the Netherlands and its statutory purpose isto enhance the continuity and identity of the company. In short, the Foundation looks after the interestsof the company, its associated enterprises and all other stakeholders, such as shareholders andemployees. The Foundation is independent in the sense of the Dutch Financial Markets Supervision Act(Wet Financieel Toezicht) and is neither owned nor controlled by another legal entity. The Foundation hasthe right to fi le an application for an inquiry into the policy and conduct of business of the company withthe Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer). The Board ofthe Stichting Preferente Aandelen Wavin consists of Mr. W. Stevens (chairman), Mr. D. Kalff andMr. A. Westerlaken.The Management Board intends to comply with best practices II.1.9. and II.1.10 of the CorporateGovernance Code, meaning that it will reply to a request from a shareholder to place an item on theagenda of the shareholders meeting within a maximum period of 180 days. In case of a public offerthe Management Board will include the Supervisory Board timely and closely in the process.Appointment of the external auditorAt the Annual General Meeting of Shareholders held on 21 April 2010, PricewaterhouseCoopersAccountants N.V. (PwC) was appointed as the company’s external auditor for a period of one year,expiring at the next Annual General Meeting of Shareholders.Corporate Governance StatementAccording to the Governmental Decree of 20 March 2009 (‘Besluit van 20 maart 2009 tot wijziging vanhet Besluit van 23 december 2004 tot vaststelling van nadere voorschriften omtrent de inhoud van hetjaarverslag, ter uitvoering van Richtlijn 2006/46/EG van het Europees Parlement en de Raad van14 juni 2006, tot wijziging van de Richtlijnen 78/660/EEG, 83/349/EEG, 86/635/EEG en 91/674/EEGbetreffende de jaarrekening en de geconsolideerde jaarrekening (PbEU L 224’) (‘the Decree’), Wavinhas published a statement on corporate governance (the ‘Corporate Governance Statement’) on thecorporate website.