APC 2005 Annual Report Download - page 50

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On the Audit Committee's recommendation, the Board of Directors decided on December 11, 2003 to limit serv-
ices provided by the Auditors or units belonging to their networks to audit and audit-related engagements. Total
fees billed from each audit firm for audit-related engagements must not exceed 1/3 of total fees billed for statu-
tory auditing. Furthermore these engagements must be authorized by the Audit Committee Chairman if they
exceed 500,000 or otherwise by the Executive Vice-President, Finance.
Shareholders' rights
and obligations
Annual Shareholders' Meetings
(article 18 of the bylaws)
All shareholders are entitled to attend Annual Meet-
ings, regardless of the number of shares held.
The notice of meeting is sent directly by the Compa-
ny to holders of registered shares. Holders of bearer
shares are sent the notice of meeting by the bank or
broker that holds their share account. Holders of both
registered and bearer shares are required to provide
evidence of their ownership of the shares at the time
of the Meeting.
The following represent proof of ownership:
Registered shares: an entry in the Company's share
register, made at least five days prior to the date of the
Meeting.
Bearer shares: a certificate issued by the custodi-
an stating that the shares have been placed in a
blocked account, to be deposited at the address indi-
cated in the notice of meeting at least five days prior
to the date of the Meeting. The Board of Directors
may shorten these deadlines up until the date of the
Meeting, which may be held at the Company's head
office or at any other location indicated in the notice
of meeting.
Voting rights
1 - Double voting rights (article 19 of the bylaws)
Voting rights attached to shares are proportionate to
the equity in the capital represented by each share,
assuming that they all have the same par value. Each
share carries one voting right, unless there are any
unavoidable legal restrictions on the number of voting
rights that may be held by any single shareholder.
Notwithstanding the foregoing, double voting rights
are attributed to fully paid-up shares registered in the
name of the same holder for at least two years prior to
the end of the calendar year preceding the one in
which the Annual Meeting takes place, subject to
compliance with the provisions of the law. In the case
of a bonus share issue paid up by capitalizing
reserves, earnings or additional paid-in capital, each
bonus share allotted in respect of shares carrying
double voting rights will also have double voting rights.
The shares are stripped of their double voting rights if
they are converted into bearer shares or transferred to
another person, except in the case of an inheritance
or family gift, with the transfer from one registered
holder to another.
Double voting rights may also be stripped by a deci-
sion of the Extraordinary Shareholders' Meeting, rati-
fied by a special meeting of shareholders benefiting
from double voting rights.
The minimum holding period to qualify for double vot-
ing rights was reduced from four to two years by deci-
sion of the combined Annual and Extraordinary
Shareholders' Meeting of June 27, 1995.
Fees paid to the Auditors and members of their networks in 2004 and 2005
( € thousands) Barbier Frinault Mazars Total
et Autres &
Ernst & Young Guérard
2005 % 2004 % 2005 % 2004 % 2005 % 2004 %
Audit
- Statutory auditing,
certification, review of
individual and consolidated
financial statements 6,739 90% 5,816 90% 3,738 93% 3,170 93% 10,477 91% 8,986 91%
- Related engagements 541 7% 184 3% 140 3% 192 6% 681 6% 376 4%
Sub-total 7,280 97% 6,000 93% 3,878 97% 3,362 99% 11,158 97% 9,362 95%
Other services
- Legal, fiscal
and labor issues 249 3% 476 7% 136 3% 30 1% 385 3% 506 5%
Total 7,529 100% 6,476 100% 4,014 100% 3,392 100% 11,543 100% 9,868 100%