reference document 2003 - Euler Hermes Kreditversicherungs-AG

• transactions aimed at granting or contracting
any borrowings or loans, credits
or advances where these exceed seventyfive
million euros,
• transactions aimed at constituting
sureties, guarantees, deposits or bonding
where these exceed thirty million euros.
Where a transaction exceeds the specified
amount, the approval of the Supervisory
Board is required in each case.
The Supervisory Board met four times in
2003.
Within the Supervisory Board, there is an
Audit Committee and a Remuneration and
Appointments Committee:
The Board’s Audit Committee
The Board’s Audit Committee consists of
three members of the Supervisory Board
and is responsible for supervising methods
used for the internal and external control of
Group companies. Its task is to be kept
informed by:
• the Group head of audit on the activities
and forecast planning of audit assignments
of the Group and its subsidiaries,
• accounting and financial managers on
the company financial statements,
• the Independent Auditors on their findings.
Such information may be provided outside
the presence of the Company’s general
management.
It meets prior to each meeting of the
Supervisory Board. The Audit Committee
met four times in 2003. Its Chairman
reports to the Board on the work of the
Committee.
The Remuneration and Appointments
Committee
The Remuneration and Appointments
Committee consists of four members of the
Supervisory Board. Its task is to submit recommendations
to the Supervisory Board
regarding remuneration of the members of
the Group Management Board and the
granting of stock options to Group employees.
It also ratifies decisions taken by the
Group Management Board regarding the
remuneration of the directors of the
Group’s main subsidiaries. Its Chairman
reports to the Board on the Committee’s
work. It met three times in 2003.
The role of the Group Management Board
and how it is organised
In accordance with the law and under the
terms of Article 15 of the Articles of
Association, the Group Management Board
is the Group’s collective decision-making
body. The function of the Group
Management Board is to manage, organise
and control the Group. All of the powers of
the Group Management Board are exercised
collectively although Board members
are assigned specific responsibility for
supervising cross-company functions for
the Group and its subsidiaries. The Group
Management Board consists of at least two
and no more than six members appointed
by the Supervisory Board; a member of the
Supervisory Board cannot be a member of
the Group Management Board. In 2003, the
Group Management Board had three members.
The number of offices held by the members
of the Group Management Board complies
with Article 11 of the NRE law 2001-420 of
15 May 2001.
Members of the Group Management Board
must be individuals under the age of 65,
effective from the completion of the nearest
General Meeting of shareholders.
However, when a member of the Group
Management Board reaches this age, the
Supervisory Board can, on one or more
occasions, extend his functions for a total
term that may not exceed three years.
The Group Management Board is
appointed for a period of three years and
its members may be re-elected. They can
be removed from office by the Supervisory
Board or by the General Meeting of shareholders
on the recommendation of the
Supervisory Board. The Supervisory Board
sets the method and amount of remuneration
for each of the members of the Group
Management Board when they are
appointed.
In accordance with the law and under the
terms of Article 16 of the Company’s
Articles of Association, the Supervisory
Board one of the members of the Group
Management Board as Chairman. The
Chairman exercises his functions for the
period of his office as a member of the
Group Management Board. He represents
the Company in its relations with third parties.
The Supervisory Board can allocate
the same power of representation to one or
more other members of the Group
Management Board who then bear the title
of General Manager. In 2003, there was no
General Manager within Euler Hermes.
Agreements concerning the Company and
any commitments undertaken in its name
are signed by the Chairman of the Group
Management Board, or by any member of
the Group Management Board who has
been appointed General Manager by the
Supervisory Board, or by any member
especially empowered for this purpose.
In accordance with the law and under the
terms of Article 17 of the Company’s
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