87 / 204
Rothschild & Co | Annual Report 2017
85
1. Overview
4. Financial statements
3.
Management report
2. Business review
In addition to the powers granted to it by law, using the methods set forth
in Article 10.2.3 of the Company’s articles of association, the Supervisory
Board issues:
• an advisory opinion to the Managing Partner in respect of:
–– the strategic policies, annual budget and three-year business plan
of the Rothschild & Co Group;
–– any significant acquisition or disposal of a business or part of a
business, and
–– any strategic initiative or major refocusing of the business of the
Rothschild & Co Group, and
• a recommendation to shareholders regarding the Company’s
dividend policy.
Moreover, the Supervisory Board presents a report to the shareholders and
a reasoned opinion on any resolution submitted to the shareholders at their
General Meeting and on any matter that is the subject of a report by the
Company’s Statutory Auditors.
The Supervisory Board may be assisted by experts of its choosing, whose
expenses shall be paid by the Company. It has the broadest powers of
investigation and may submit written questions to, or seek the opinion
of the Managing Partner at any time.
1.2.5 Duties of the Supervisory Board members
Before assuming a seat on the Supervisory Board, each member must
be aware of the general and special obligations incumbent on them. In
particular, they must familiarise themselves with the laws and regulations
governing the duties of Supervisory Board members.
The Company provides new members with its articles of association and
the Supervisory Board’s internal rules of procedure before they take office.
By accepting a seat on the Supervisory Board, members agree to abide by
its internal rules of procedure.
When taking part in Supervisory Board meetings and casting a vote,
Supervisory Board members are representing all of the Company’s
shareholders and acting in the interests of the Company.
Supervisory Board members must allocate the required time to preparing
for Board meetings and meetings of any committees on which they sit (as
the case may be) by carefully reading the documentation provided to them.
They may ask the Chairman for any further information that they require.
Supervisory Board members must attend all Supervisory Board meetings
and meetings of any committees of which they are members (as the case
may be), as well as General Meetings of shareholders, unless subject to
an impediment and provided that they notify the Chairman and/or the
Secretary accordingly beforehand.
Documentation for Supervisory Board meetings as well as information
collected before or during Supervisory Board meetings is confidential.
In accordance with applicable regulations, Supervisory Board members
and all other persons invited to attend the meetings may not pass on
such information to a third person, other than within the ordinary scope
of their work or occupation, for any purpose or activity other than those
for which the information was provided to them. They are required to take
appropriate measures to protect the confidentiality of such information.
Such information ceases to be personal and confidential when published
externally by the Company, particularly in the form of a press release.
Supervisory Board members are not permitted to use their position and/or
duties to procure any kind of benefit, whether financial or otherwise, either
for themselves or for a third party.
Members must notify the Supervisory Board of any actual or potential
conflict of interest with the Rothschild & Co Group. They must abstain from
voting on the corresponding decision and from taking part in the discussion
held prior to the vote.
The direct or indirect involvement of any Supervisory Board member in
an operation or a transaction in which the Rothschild & Co Group has a
direct interest, or of which he is aware as a result of his membership of
the Supervisory Board, must be disclosed to the Supervisory Board prior
to the conclusion of such operation or transaction.
Supervisory Board members are not permitted to assume personal
responsibilities in undertakings or affairs that compete directly or indirectly
with those of the Rothschild & Co Group without notifying the Supervisory
Board in advance.
Supervisory Board members and all other persons who are invited to
attend Supervisory Board meetings must not engage (either in person or
via an intermediary) in transactions involving financial instruments of the
Company and/or any other issuer for as long as they possess (as a result
of their duties or presence at a Supervisory Board meeting) confidential
information that might have a material effect on the price of the said
financial instruments or on the price of related financial instruments.
This duty applies without the Company being required to stipulate that
the relevant information is confidential or privileged. Similarly, Supervisory
Board members must refrain from disclosing such information to any other
person outside the ordinary scope of their functions or for any purpose
other than those for which the information was provided to them. Lastly,
members must refrain from advising any other person to purchase or sell
the financial instruments to which such information relates.
To this end, the following measures in particular must be taken:
• shares in the Company held by a Supervisory Board member personally
or by a member’s cohabiting spouse, minor child (not of full age) or any
other intermediary must be registered, either in a registered account
managed by the holder of the Company’s register or in the books of a
French custodian account keeper whose details shall be provided to
the Board’s Secretary;
• members are not permitted to engage in any short or deferred
transaction involving derivatives or financial instruments relating
to securities issued by the Company (financial futures, warrants,
exchangeable bonds, etc.); and
• transactions involving Rothschild & Co shares, including hedging
transactions effected during the 30 calendar days prior to the
publication of the annual statutory and consolidated financial
statements, half-yearly financial statements and (where applicable)
the full quarterly financial statements (such period being reduced to
15 days in respect of the publication of quarterly financial information)
and on the publication date may not be undertaken by Supervisory
Board members or any other person who attended the Supervisory
Board meeting at which the results were reviewed. The same rule
applies with respect to the announcement of projected annual and
half-yearly results.