Annual Report 2017

Rothschild & Co | Annual Report 2017

1. Overview

4. Financial statements

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.