APC 2005 Annual Report Download - page 155

153
Article 16 - Non-voting members
The Supervisory Board may appoint one or two non-
voting members who shall attend meetings in a con-
sultative capacity. Said non-voting members may sit
on Committees of the Board. They shall be appointed
for a maximum period of four years. Their appointment
may be renewed and they may be removed from office
at any time, without notice. Non-voting members of the
Board may or may not be shareholders. Their annual
compensation shall be determined by the Superviso-
ry Board.
Article 17 - Composition
of the Management Board
1 - Appointment
The Company shall be managed by a Management
Board made up of between two and seven members
who shall perform their duties under the oversight of
the Supervisory Board in accordance with the law and
the following provisions of the bylaws.
The Management Board shall be appointed for a peri-
od of three years by the Supervisory Board. In the
event of vacancies on the Management Board, the
Supervisory Board shall appoint new members in
accordance with the law. In addition, provided the
overall limit on the number of members is not exceed-
ed, the Supervisory Board may appoint one or two
additional members during the term of office of the
Management Board.
The age limit for Management Board members shall
be sixty-five. Any member reaching the age of sixty-
five shall be deemed to have resigned at the end of
the fiscal year during which his sixty-fifth birthday took
place. However, when a member of the Management
Board reaches the age of sixty-five, the Supervisory
Board may extend his term of office for a total period
not to exceed three years. The terms of office of Man-
agement Board members shall be renewable.
2 - Removal from office
Management Board members may be removed from
office either by a General Shareholders' Meeting or by
the Supervisory Board. Compensation may be
payable if a Management Board member is removed
from office without reasonable cause.
Article 18 - Chairman of the
Management Board – Chief Executive Officer
The Supervisory Board shall appoint one of the mem-
bers of the Management Board as Chairman.
The Chairman of the Management Board shall repre-
sent the Company in its dealings with third parties.
The Supervisory Board may grant this same power
of representation to one or more members of the
Management Board, in which case said members
shall have the title of Vice-Chairman and Chief Exec-
utive Officer of the Management Board, Chief Exec-
utive Officer of the Management Board or Chief
Executive Officer.
The Supervisory Board shall have the power to
remove the Chairman from office and, where applica-
ble, may revoke the above-mentioned power of repre-
sentation.
Article 19 - Powers and duties
of the Management Board
1 - The Management Board shall have the broadest
powers to act in the Company’s name in all circum-
stances within the scope of the corporate purpose,
except for those powers directly vested in sharehold-
ers or the Supervisory Board by law. Actions by the
Management Board are binding on the Company
towards third parties even when they fall outside the
scope of the corporate purpose, unless the Company
can prove that the third party concerned knew that the
action exceeded this scope, or could not have failed to
know this under the circumstances. Publication of the
bylaws does not, in itself, constitute such proof.
2 - The Management Board may give specific perma-
nent or temporary assignments to members of the
Board or other persons or entities and may grant them
the powers that it deems necessary for one or more
identified purposes, either with or without authority to
delegate said powers.
3 - Subject to the approval of the Supervisory Board,
the members of the Management Board may allocate
management tasks between them. However, in no cir-
cumstances shall such allocation relieve the Manage-
ment Board of the obligation to hold meetings or to
make critical management decisions, nor of the duty
of diligence owed by each member of the Manage-
ment Board and their corresponding joint and several
liability.
4 - If the Supervisory Board withholds its approval of
any transaction requiring its prior authorization in
accordance with article 13 of these bylaws, the Man-
agement Board may refer the matter to a General
Shareholders’ Meeting, which shall decide whether or
not to give its approval.
5 - The Management Board shall report to the Supervi-
sory Board on at least a quarterly basis, orally or in writ-
ing, on the business of the Company and the Group.
Article 20 - Management Board meetings
The Management Board shall meet as often as is
required in the interests of the Company. Meetings
shall be called by the Chairman or at least half of the
Board’s members. They shall be held at the venue
specified in the notice of meeting. Meetings may be
called by any appropriate method, including verbally.
Additional business may be added to the agenda at
the time of the meeting.
Management Board members may participate in
meetings by videoconference or conference call.
Decisions of the Management Board shall be adopted
by a majority of the votes cast by members present or
represented. In the event of a split decision, the per-
son chairing the meeting shall have the casting vote.
The Management Board shall draw up internal rules
covering its procedures in consultation with the Super-
visory Board.
Article 21 - Compensation payable
to members of the Management Board
The Supervisory Board shall set the amount and
terms of compensation paid to each member of the
Management Board.
Annual and Extraordinary Shareholders’ Meeting of May 3, 2006