Supervisory Board Charter of Unibail-Rodamco SE
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The Supervisory Board, composed of 10 members, exerts oversight and control over the Management Board and the general affairs of the Group. Board members participate in regular review sessions on subjects including market developments, major transactions, financial and legal matters, sustainable development, risk management, and remuneration. The Supervisory Board's role, responsibilities and related tasks are spelled out in part IV of the Company's Articles of Association and in a separate Supervisory Board Charter.
The composition of the Supervisory Board reflects a strong commitment to the independence and expertise of its members and to the Group's European profile. All members of the Supervisory Board are considered to be independent according to the criteria of the AFEP-MEDEF's Code of Corporate Governance and the criteria laid out in the Supervisory Board Charter. The Supervisory Board reviews the independence of its members and its functioning annually in accordance with AFEP-MEDEF best practice.
The Supervisory Board has 2 sub-committees comprised of Supervisory Board members which focus on specific and complex aspects of its supervisory responsibilities:
Each committee performs its duties under a specific Charter which describes its role, responsibilities, organisation and functioning. The Committees make recommendations and advise the Supervisory Board. The Supervisory Board, however, retains responsibility for all decisions and actions taken on the Committees' recommendations.
Robert ter Haar is Chairman of Unibail-Rodamco's Supervisory Board and Chairman of its the Governance, Nomination and Remuneration Committee since April 26, 2012. He is member of Unibail-Rodamco's Supervisory Board since June 25, 2007 and member of the Governance, Nomination and Remuneration Committee since April, 2011. He served as a member of the Unibail-Rodamco Audit Committee from 2007 until 2011 and was formerly member of the Rodamco Europe N.V. Supervisory Board (2004-2007). Former CEO of Hagemeyer N.V. and De Boer Unigro N.V.. Former Board member the Household & Personal Care division of Sara Lee/Douwe Egberts, former Supervisory Board member of Royal FrieslandCampina N.V. and former General Manager of Molnlycke Nederland. In addition to his UR Supervisory Board membership, he is currently Chairman of the Supervisory Boards of Parcom Capital B.V. and VvAA Groep B.V., a member of the Supervisory Boards of Maxeda B.V., B.V. Sperwer Holding, Spar Holding B.V., Bergschenhoek Groep B.V. and an advisory member to the Management Board of Univar Inc. Rob ter Haar, born in 1950, is Dutch.
Vice Chairman of Unibail-Rodamco's Supervisory Board and Chairman of the Audit Committee since June 25, 2007. Treasury auditor (Inspecteur des Finances) and graduate of ENA and the Institut d'Etudes Politiques. Holds a Masters degree in Mathematics, and is a graduate of Ecole Nationale de Statistiques et d'Administration Economique (ENSAE). Former director of Unibail S.A. (2003-2007). Former board member of Suez, M6, Eurotunnel, GMT and former CFO to Larfarge, Suez and Inbev (ex Interbrew). In addition to the Unibail-Rodamco Supervisory Board membership, other current functions include: director and CEO of AOG (Addax & Oryx Group); Chairman of the Board of Directors of Financière du Bois du Roi and Managing Director of FJ Consulting. François Jaclot, born in 1949, is French.
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since June 25, 2007. Former member of the Rodamco Europe N.V.'s Supervisory Board (2004-2007). Former CFO and member of the Executive Board of VNU N.V. Before joining VNU, he had a long career with Royal Dutch/Shell where he was appointed CFO of Shell Expro UK in 1993. In addition to the Unibail-Rodamco Supervisory Board membership, he is Vice Chairman of the Supervisory Boards of Fugro N.V. and NS N.V. (Dutch Railways) and is a member of the Supervisory Boards of Royal Vopak N.V., Luchthaven Schiphol N.V., Parcom Capital B.V. and SBM Offshore N.V. He is a member of the Capital Market Committee of the AFM (The Netherlands Financial Market Authority). Frans J.G.M. Cremers, born in 1952, is Dutch and holds a Masters in Business Economics and a Ph. D. in Business Finance; both from the Erasmus University Rotterdam.
Member of Unibail-Rodamco's Supervisory Board and its Governance, Nomination and Remuneration Committee since April 27, 2011. Former Chairman and CEO of Carrefour SA. Former board member of HSBC Holdings. In addition to his Unibail-Rodamco Supervisory Board membership, he is currently: CEO of Maus Frères International Services SAS, Chairman of the Management Board and CEO of Devanlay SA (listed), Permanent representative of Montaigne Diffusion SA on the Board of Lacoste SA and a board member of France Telecom SA. He holds a Bachelor of Economics and Management from the Universidad Pontifica Comillas de Madrid. José Luis Duran, born in 1964, is Spanish.
Member of Unibail-Rodamco's Supervisory Board and its Governance, Nomination & Remuneration Committee since April 29, 2008. Mrs. Harris holds a Masters Degree in Politics, Philosophy and Economics from Oxford University and a Masters Degree in Business Administration from Harvard Business School. She was Consultant and Partner at McKinsey & Cie in London, Amsterdam, China and South East Asia. She held positions at Pepsi Beverages, Goldman Sachs and at private equity/venture capital firms. She is currently member of the Supervisory Board and Audit Committee and Chair of the Remuneration Committee of TNT N.V. (foreign listed company), a Non-Executive Director and member of the Remuneration, Nomination and Corporate Responsibility Committees of Sainsbury plc (listed),. Mrs. Mary Harris, born in 1966, is British.
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since June 25, 2007. Graduate of the Ecole des Hautes Études Commerciales (HEC Business School). Doctorate in Economics and Masters degree in law. Previously held the positions of Chairman and CEO of AXA Investment Managers Paris, Deputy CEO of AXA Investment Managers Group, member of the board of directors of AXA France Assurance, CEO of Robeco France and Global Head of Mainstream Investments of Robeco Group. He is presently General Partner of Rothschild & Cie Gestion Paris. Jean Louis Laurens received the French Decoration "Chevalier de l'Ordre National du mérite". Jean-Louis Laurens, born in 1954, is French.
Member of Unibail-Rodamco's Supervisory Board since June 25, 2007 and member of its Governance, Nomination & Remuneration Committee since April 28, 2010. Graduate of the Institut d'Etudes Politiques in Paris and a former student of the Ecole Nationale d'Administration, Yves Lyon-Caen holds a degree in law. Former director and member of their Audit Committees of Unibail S.A. and Nexans SA (2005-2007). He is also currently Chairman of the Supervisory Boards of Bénéteau S.A. and Sucres & Denrées. Yves Lyon-Caen, born in 1950, is French.
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since April 27, 2011. Marella Moretti is currently CFO of Fiat Finance et Services SA, CEO and Member of the Board of Fiat Industrial Finance France SA, General Manager and member of the Internal Committee of CNH Financial Services SAS and Member of the Board of Fiat Finance and Trade Ltd SA (listed). She is a graduate of Amministrazione Aziendale Business School from the University of Turin. Marella Moretti, born in 1965, is Italian.
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since April 29, 2008. Mr. Pelmore holds a Degree in Mathematics from Cambridge University. He held positions as an equity investment analyst specialising in real estate companies mainly at Dresdner Kleinwort Benson and Merrill Lynch. With partner Robert Fowlds, his team was voted Nr.1 for real estate in Europe for 12 out of 13 years from 1995 to 2007. In addition to his Unibail-Rodamco Supervisory Board membership, he is currently Senior Independent Director on the board of Metric Property Investments plc (listed) and is Chairman of its Audit Committee and a member of its nomination and remuneration committees. Mr. Alec Pelmore, born in 1953, is British..
Member of Unibail-Rodamco's Supervisory Board and its Audit Committee since April 27, 2011. Former mandates: Supervisory Board Chairman of the Austrian Federal Bank and Die Erste österreichische Spar-Casse Privatstiftung; Deputy Supervisory Board Chairman of Strabag SE, Deputy Supervisory Board Chairman of UNIQA Versicherung A.G. and various other non-executive board positions within the UNIQA group. He was also formerly Chairman of the board of Austria Österreichische Hotel AG, Deputy Supervisory Board Chairman of InnoPacking AG and a Supervisory Board member of SCOR SE. Previously held the positions of CEO of Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung and was an executive board member of two related entities (Austria Versicherungsverein Beteiligungs- Verwaltungs GmbH and "Graben 27-28" Besitzgesellchaft mbH) and an executive board member of UNIQA Praterstraße Projekterrichtungs GmbH. Mr Schimetschek is currently : CEO of Hans Dujsik Privatstiftung, Deputy CEO of ARION Immobilien & Development Privatstiftung, Supervisory Board member of YAM Invest NV and Deputy Supervisory Board Chairman of Bank Gutmann AG and Donau-Chemie AG. Mr Schimetschek, born in 1938, is Austrian.
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