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Rothschild & Co | Annual Report 2017
97
1. Overview
4. Financial statements
3.
Management report
2. Business review
3.4 Rules applicable to the appointment and
replacement of the Managing Partner and the
members of the Supervisory Board
Pursuant to the articles of association, the Managing Partners of the
Company are appointed by unanimous decisions of Rothschild & Co’s
General Partners, with approval from the Extraordinary General Meeting
of Limited Partners (the shareholders) acting by a qualified majority of two
thirds when the Managing Partner has been designated by the Company’s
articles of association (as is the case at the date of this report). The same
rule applies to dismissals, solely on fair grounds. Managing Partners are
free to resign subject to giving nine months’ notice. If the position of
Managing Partner is unoccupied, it shall be filled by the General Partners
until a new Managing Partner has been appointed.
The rules that apply to the appointment and replacement of members of
the Supervisory Board are set out in the articles of association. Supervisory
Board members are appointed and dismissed by the Ordinary General
Meeting of Limited Partners based on deliberations in which the General
Partners may not take part.
It is nonetheless specified that Rothschild Concordia SAS, following on from
the contribution of shares in Rothschilds Continuation Holdings AG made
by Jardine Strategic Investment Holdings Sàrl, a company of the Jardine
Matheson Group, and approved by the General Meeting of shareholders of
8 June 2012, has given an undertaking to vote in favour of the appointment
to the Supervisory Board of a representative of the Jardine Matheson Group
for as long it holds at least 5% of the share capital of Rothschild & Co.
3.5 Agreements entered into by the Company
that change or cease in the event of a change
of control of the Company
Some of the loan agreements entered into by the Group with third parties
contain covenants in the event of a change of control, which are usual in
this type of loan agreement. They could be triggered by a takeover bid for
the Company’s shares.
3.6 Other elements that can have an impact
in the event of a takeover bid
• Direct or indirect interests in the Company of which it has been informed
pursuant to article L. 233-7 and L. 233-12 of the French Commercial
Code: see Section 3 on page 59 of the Management Report.
• Control mechanisms provided for in an employee share ownership
scheme, when the rights of control are not exercised by the employees:
none.
• Shareholders’ agreements of which the Company is aware and that
may restrict the transfer of shares and the exercise of voting rights:
see Section 4 on page 63 of the Management Report.
• Management’s powers, particularly with regard to the issue or purchase
of shares: see Section 2.4 on page 57 of the Management Report and
Section 2 on page 95 of the Report on corporate governance.
• Agreements providing for the indemnification of the Managing Partner
or Supervisory Board members: none.
• Clauses of agreements declared to the Company pursuant to Article
L. 233-11 of the French Commercial Code: see Section 4 on page 63
of the Management Report.