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86
Rothschild & Co | Annual Report 2017
Corporate governance
1.2.6 Organisation and operation of the
Supervisory Board
1.2.6.1 NOTICE OF MEETINGS
Following a proposal by its Chairman, the Supervisory Board prepares
a schedule of meetings each year, for the following year.
The Supervisory Board meets as often as required in the interests of the
Company and at least four times a year, further to a notice of meeting
issued by any means by the Chairman, at least one half of the Supervisory
Board members, the Company’s Managing Partner, or a General Partner,
subject to reasonable notice unless circumstances require a meeting to
be called at very short notice.
The person(s) who call(s) a Supervisory Board meeting prepares the agenda
of the meeting and informs the Supervisory Board members in a timely
manner and by any appropriate means.
All Supervisory Board members may consult the Secretary and benefit from
the latter’s services. The Secretary is responsible for all procedures relating
to the Supervisory Board practices and for the organisation of the meetings.
Documents are provided to Supervisory Board members to enable them to
express an opinion in full knowledge of the facts on items included on the
agenda at least 48 hours prior to Supervisory Board meetings, except in
an emergency or if there is a requirement to keep such documents strictly
confidential.
Members of the Management Board of the Company’s Managing Partner
attend the meeting of the Supervisory Board in an advisory capacity and to
discharge the Managing Partner’s reporting duty
vis-à-vis
the Supervisory
Board. Any other person outside the Supervisory Board may be invited to
attend the whole or part of a Supervisory Board meeting by the Chairman
of the Supervisory Board or upon the recommendation of the Company’s
Managing Partner as given to the Chairman of the Supervisory Board.
1.2.6.2 ORGANISATION OF MEETINGS
Under any circumstances, at any of its meetings, in the event of an
emergency and on a proposal by the chairman of the meeting, the
Supervisory Board may discuss matters referred to its members that
are not included on the agenda.
At each Supervisory Board meeting, the Chairman informs Supervisory
Board members of the main facts and significant events concerning the
Group’s operations that have occurred since the date of the previous
Supervisory Board meeting.
Supervisory Board meetings may be held at the registered office or
at any other location indicated in the notice of meeting, as well as by
videoconferencing or teleconferencing facilities that identify members of
the Supervisory Board and guarantee their effective involvement through
the use of technical resources that continually and simultaneously transmit
discussions. Meetings shall be chaired by the Chairman or, in the latter’s
absence, by the longest-standing Vice-Chairman present or, in the absence
of a Vice-Chairman, by the member appointed for that purpose by the
Supervisory Board.
1.2.6.3 ATTENDANCE AND MAJORITY
The Supervisory Board members are entitled to be represented at any
meeting by another member, pursuant to specific authorisation set out
in a letter, a fax, an email or any other method of communication deemed
reasonable and acceptable by both parties.
The Supervisory Board members who take part in a Supervisory Board
meeting via the technical resource methods referred to above are deemed
present, except where the Supervisory Board is meeting to verify and check
the annual report and the statutory and consolidated financial statements.
Decisions are taken by an ordinary majority of members who are present
or represented and authorised to vote. In the event of a tie, the chairman
of the meeting shall have a casting vote.
1.2.6.4 REVIEW OF THE SUPERVISORY BOARD’S ACTIVITY DURING
THE FINANCIAL YEAR
The Supervisory Board meets at least four times a year. In the context of
the previous year end as at 31 March, the Supervisory Board met in March,
June, September and November 2017. An additional meeting was convened
in February 2017.
During the 2017 financial year, the average rate of attendance at all
meetings was 75%.
Before each meeting, every member receives a file containing all the
documentation, notes and reports relating to each item on the agenda.
Each meeting of the Supervisory Board is preceded by a meeting of
the Audit and Risk Committees and as necessary, by meetings of the
Remuneration and Nomination Committee.
At its meeting on 14 June 2017, agenda items comprised, in particular:
• the Rothschild & Co Group Performance Review and results for 12
months ended 31 March 2017;
• the Rothschild & Co accounts for the year ended 31 March 2017;
• the Audit Committee report following its meeting on 7 June 2017;
• the Risk Committee report following its meeting on 13 June 2017;
• the Remuneration and Nomination Committee report following its
meetings held on 5 and 16 May 2017;
• the regulatory capital planning; and
• in advance of the Annual General Meeting, the draft agenda and
resolutions and the Supervisory Board’s report to shareholders.
At its meeting on 6 September 2017, agenda items comprised only the
opinion submitted to the Company’s Managing Partner and shareholders,
in relation with two resolutions presented by one shareholder, the company
Edmond de Rothschild Holding SA with respect to the Combined General
Meeting held on 28 September 2017.
At its meeting on 28 September 2017, agenda items comprised, in
particular:
• the composition of the Supervisory Board and its Committees as at
28 September 2017;
• the Rothschild & Co Group Performance Review and results for four
months ended 31 July 2017;
• the Audit Committee report following its meeting on 14 September 2017;
• the Risk Committee report following its meeting on 13 September 2017;
and
• the terms and conditions of the 2017 Rothschild & Co Equity Scheme
and the recommendations from the Remuneration & Nomination
Committee.
At its meeting on 28 November 2017, agenda items comprised, in particular:
• the Rothschild & Co Group Performance Review to 30 September 2017
and forecast for the year to 31 December 2017;
• the 2017 Half-Year Consolidated Accounts and the draft results
announcement;
• the Audit Committee report following its meeting on 21 November 2017;
• the Risk Committee report following its meeting on 27 November 2017;
and
• the prior authorisation of an interest party transaction to be entered into
between Rothschild & Co and Rothschild Asset Management relating to
the sale by Rothschild & Co of its shareholding in Funds Participation.