Annual Report 2017

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84 Rothschild & Co | Annual Report 2017
Corporate governance
The Supervisory Board, at its meeting on 13 March 2018, opined in favour of these renewals upon the recommendation of its Remuneration and Nomination
Committee. More detailed information will be presented on these proposed renewals in the General Meeting Document, grouping all information to be presented
to shareholders, including the report to shareholders from the Supervisory Board to be published on the Company’s website at .
1.2.3 Profile and list of positions held by the non-voting member of the Supervisory Board
A summary profile for François Henrot, who has been appointed as a non-voting member of the Supervisory Board and the list of his directorships and
positions held as at 31 December 2017, within and outside the Group, in France and in other countries, is presented below.
François HENROT Positions held within Rothschild & Co SCA:
• Non-Voting Member (censeur) of the Supervisory Board
Main position:
• Managing Director of Rothschild & Cie SCS (through his holding FH GFA SARL)
General information
French
Born in 1949
Number of shares held as at 31 December 2017: 476,260
Date of first appointment: 29 September 2016
Date of last renewal: n/a
End of term of office: AGM to be held in 2019
Other directorships and positions held
Within the Group
In France:
Manager of FH GFA SARL, General Partner and Manager of Rothschild &
Cie SCS
Manager of FH GFA SARL, Managing Partner of RCB Partenaires SNC
Chief Executive Officer of Paris Orléans Holding Bancaire (POHB) SAS
In other countries:
None
Outside the Group
In France:
Member of the Supervisory Board of Rexel SA(1)
In other countries:
Chairman of the Board of Directors of Copeba (Belgium)
Member of the Board of Directors of Yam Invest NV ( Netherlands)
Non-Executive member of the Board of Directors of BMCE Bank SA(1) (Morocco)
Positions no longer held (but held within the last five years)
In France:
Managing Director of Rothschild & Compagnie Banque SCS (until 2017)
Non-voting member (censeur) of the Supervisory Board of Vallourec SA(1)
(until 2015) (outside the Group)
General Partner and Manager of Rothschild & Cie SCS (until 2014)
Managing Partner of de RCB Partenaires SNC (until 2014)
Member of the Supervisory Board of 3 Suisses SA (until 2013) (outside the
Group)
In other countries:
Member of the Board of Directors of Rothschilds Continuation Holdings AG (Switzerland) (until 2013)
(1) Listed company.
1.2.4 Powers of the Supervisory Board
The Supervisory Board continually monitors the way in which the
Company is managed by the Managing Partner, including in particular
the Company’s financial and accounting reporting system and its internal
control mechanisms applicable to risk, compliance and internal audit,
in accordance with the laws and regulations applicable to the Company.
The Supervisory Board may call a General Meeting of shareholders.
In order to exercise its authority in the area of permanent oversight:
• the Supervisory Board conducts such checks and controls as it
considers appropriate at any time of the year, and may ask to be
provided with such documents as it considers useful to perform
its duties;
• every three months (or more frequently if requested by the Supervisory
Board), the Managing Partner presents a report to the Supervisory
Board on the status and conduct of corporate affairs, such report to
be drawn up as directed by the Supervisory Board;
• within three months of the end of each financial year, the Managing
Partner presents the annual and consolidated financial statements
to the Supervisory Board for verification and control purposes;
• the Managing Partner submits its annual operating objectives to the
Supervisory Board and, at least once a year, its long-term strategic
projects;
• the Supervisory Board presents a report to shareholders at the annual
General Meeting of shareholders in which it reports any discrepancies
and/or inaccuracies in the annual and consolidated financial statements
and comments on the way in which the Company is managed;
• the agreements and commitments relating to the combined provisions
of Article L. 226-10 and L. 225-38 to L. 225-43 of the French
Commercial Code are submitted to the Supervisory Board for prior
authorisation; and
• it checks the quality of information issued by the Rothschild & Co Group
to shareholders and the financial markets, through the Company and
Group financial statements prepared by the Managing Partner and the
annual report drawn up by the Managing Partner, or at the time of major
transactions.