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Rothschild & Co | Annual Report 2017
75
1. Overview
4. Financial statements
3.
Management report
2. Business review
1.2 The Supervisory Board
This section describes the Supervisory Board’s powers and duties, the duties of its members, and the status, powers and duties of the Supervisory Board’s
specialised committees. These arise from the provisions of the Company’s articles of association and the Supervisory Board’s terms of reference and
internal rules of procedure of the specialised committees.
All of the work that went into the preparation of this report was presented to the Supervisory Board, which approved its terms at its meeting of 13 March 2018.
1.2.1 Composition of the Supervisory Board
In accordance with the articles of association, the Supervisory Board is composed of a maximum of 18 members, all of whom are shareholders in the
Company. The Supervisory Board members are appointed by the ordinary General Meeting of shareholders, which in accordance with the articles of
association, sets the duration of their term of office. The number of members of the Supervisory Board over the age of 75 years may not exceed one third
of the members in office; if this proportion is exceeded, the members who are required to leave the Supervisory Board in order to restore compliance with
this proportion will be considered to have resigned, starting with the oldest.
At the shareholders’ Combined General Meeting held on 28 September 2017, two members’ terms of office were renewed, Messrs. Eric de Rothschild
and André Lévy-Lang and one member, Ms. Suet-Fern Lee, was appointed. The term of office of Mr. Jacques Richier, who decided to step down from the
Supervisory Board in order to focus on his new role within the Group as a member of Rothschild Martin Maurel’s Supervisory Board, was not renewed.
As at 31 December 2017, the Supervisory Board was composed of fourteen members and one non-voting member (
censeur
), comprising nine independent
members (as this term is defined in the Afep-Medef Code), as follows:
Eric de Rothschild, Chairman
Adam Keswick
Anthony de Rothschild
André Lévy-Lang, Vice-Chairman
Suet-Fern Lee
Sipko Schat
Dr. Daniel Daeniker
Arielle Malard de Rothschild
Peter Smith
Angelika Gifford
Lucie Maurel-Aubert
Luisa Todini
Sylvain Héfès
Carole Piwnica
François Henrot
Non-independent Members
Independent Members as this term is defined in the Afep-Medef Code
Non-voting Member
The Group Company Secretary (and General Counsel of the Company) also acts as secretary to the Supervisory Board under the supervision of the
Chairman of the Supervisory Board.