Annual Report Samas NV 2008 2009 Annual ... - Alle jaarverslagen

S a m a s2 0 0 82 0 0 9dation does apply to new members joiningthe Executive Board.3 In the interest of the company and with approval ofthe Extraordinary General Meeting of shareholdersheld on 2 December 2008, the Supervisory Boarddiverged from the recommendation that theChairman of the Supervisory Board shall not be aformer member of the Executive Board (III.4.2).4 There is no regulation covering private investmentby members of the Executive Board (II.2.6) or membersof the Supervisory Board (III.7.3). Members ofboth boards are already subject to general legislationand regulations and monitoring private investmentis considered to be unnecessarily bureaucratic.5 The company does not have a registration date forthe Annual General Meeting of shareholders in viewof the practical problems this would cause (IV.1.7).6 In view of the costs involved in positioning webcamsand/or other technical equipment for third partiesto follow analysts’ and other meetings and forshareholders to participate in meetings (IV.3.1),in the short term no initiative will be taken toenable this.ence shares to Stichting Samas.In the year under review Samas decided to terminatethis protective structure via Stichting Samas, whichwas communicated on 5 November 2008. This stepfollows the abolition of share certificates in 2005 andis in line with Samas’ objective to optimize transparencyfor investors. The liquidation of Stichting Samaswas completed effective 19 February 2009.Significant agreements pursuant to ar ticle 1 sub j ofthe Decree Ar ticle 10 EU Takeover DirectiveSamas has one agreement pursuant to article 1 sub jof the Decree Article 10 EU Takeover Directive. Thispertains to the credit facility as described on page71 and elsewhere in this report. In the event of anychange in the direct or indirect control in Samas,which would qualify as a merger within the meaningof the Dutch Merger Code (SER-besluit Fusiegedragsregels2000), regardless of the applicability of saidCode, the credit providers can terminate the facilityprematurely and claim all outstanding amountsimmediately.30Amended CodeIn December 2008, the Dutch Corporate GovernanceCode Monitoring Commission published a report,including an amended Code. This amended Codeis effective as of the financial year starting 1 April2009. In line with the Commission’s recommendationsSamas will submit for discussion purposes aseparate agenda item to the Annual General Meetingof shareholders in 2010 regarding the main featuresof Samas’ corporate governance structure and itscompliance with the amended Code.RegulationsThe regulations, together with the Profile of theSupervisory Board, can be viewed on the companywebsite www.samas.com.Protective measuresUnder the former corporate governance structure,Stichting Samas was entitled to take preferenceshares to a maximum amount of 99% of the numberof issued ordinary shares of Samas, while Samas wasgranted the right to issue the same amount of prefer-