APC 2005 Annual Report Download - page 154

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No more than a third of the members of the Supervi-
sory Board may be over seventy years of age. If this
limit is exceeded and none of the members of the
Board aged over seventy agree to step down voluntar-
ily, the oldest member of the Supervisory Board shall
be automatically deemed to have resigned. However,
if this limit is exceeded due to a reduction in the num-
ber of Supervisory Board members, no action will be
required provided that, within a period of three
months, the necessary new members are appointed in
order to ensure that the requisite proportion of the
Board is made up of members below the applicable
age limit.
Article 12 - Chairman, Vice-Chairman
and Secretary of the Supervisory Board
The Supervisory Board shall elect a Chairman and a
Vice-Chairman from among its members, for a period
not to exceed their terms as members of the Supervi-
sory Board.
The Chairman shall be responsible for calling meet-
ings and leading discussions.
If the Chairman is unable to fulfill his responsibilities or
delegates his powers on a temporary basis, the Vice-
Chairman shall have the same rights and duties as
those held by the Chairman.
The Supervisory Board shall appoint a secretary who
may or may not be a Board member. Together the
Chairman, Vice-Chairman and the Secretary make up
the Bureau.
Article 13 - Powers
and duties of the Supervisory Board
1 - The Supervisory Board shall have a permanent
oversight role with respect to the Management Board’s
management of the Company. To fulfill this role it shall
perform the checks and controls that it thinks fit and
obtain the documents that it deems necessary.
2 - The Supervisory Board shall report its observations
on the report of the Management Board and the annu-
al financial statements to the Annual Shareholders’
Meeting.
3 - a) In accordance with the applicable law and regu-
lations, the approval of the Supervisory Board is
required for the sale of real estate, the full or partial
disposal of equity interests, and the granting of securi-
ty interests, guarantees or endorsements.
- b) The following decisions shall also be submitted
to the Supervisory Board for prior approval:
The issue of shares or share equivalents.
Financing transactions that could substantially mod-
ify the Company's financial structure.
All forms of business acquisitions.
Strategic partnership agreements.
- c) In addition, prior approval from the Supervisory
Board is required for:
Share buyback programs to be recommended to the
Shareholders' Meeting.
The implementation of stock option plans and bonus
share plans for employees of the Company and
employees and officers of related companies, as well
as the granting of stock options or bonus shares to
members of the Company’s Management Board.
Amendments to the Company’s bylaws to be recom-
mended to the Extraordinary Shareholders’ Meeting.
Profit appropriation and dividends to be recom-
mended to the Annual Shareholders’ Meeting.
The payment dates for dividends and any interim
dividends.
- d) The Supervisory Board may authorize the Man-
agement Board to carry out the operations set out
above subject to an overall aggregate ceiling and spe-
cific ceilings (as determined by the Supervisory
Board) for the transactions referred to in paragraphs a)
and b). The Supervisory Board’s prior approval shall
be required for any transaction exceeding the said ceil-
ings.
4 - The Supervisory Board may create one or more
Committees of the Board.The Supervisory Board shall
determine the composition of any Committees thus
created as well as their roles and responsibilities. The
Committees shall report to the Supervisory Board.
5 - The Supervisory Board shall draw up internal rules
covering its procedures and shall inform the Manage-
ment Board thereof.
Article 14 - Supervisory Board meetings
The Supervisory Board shall meet as often as is
required in the interests of the Company and at least
once every quarter.
Meetings shall be called by the Chairman or Vice-
Chairman by any appropriate method, including ver-
bally.
The Chairman must call a meeting within ten days
when a member of the Management Board or at least
a third of the members of the Supervisory Board so
request (provided reasons are given for such a
request). If such a request is not met, the requesting
parties may call a meeting themselves setting out the
meeting agenda. In other cases, the agenda shall be
set by the Chairman and may be determined at the
meeting itself.
Meetings shall be held at the venue specified in the
notice of meeting. Supervisory Board members may
participate in meetings by videoconference or confer-
ence call.
Article 15 - Compensation
payable to Supervisory Board members
1 - Supervisory Board members shall be paid a fixed
annual compensation. The aggregate amount of this
compensation shall be set by an ordinary General
Meeting and shall apply until a new amount is set by a
subsequent meeting The Supervisory Board shall be
responsible for allocating this aggregate amount
among its individual members in the form of atten-
dance fees.
2 - The compensation paid to the Chairman and Vice-
Chairman shall be determined by the Supervisory
Board.
3 - The Supervisory Board may grant additional com-
pensation to members of the Board for exceptional
assignments or duties, in accordance with the condi-
tions set down by law.