Powers of the Supervisory Board
The Supervisory Board exercises permanent oversight of the Executive Board’s management.
Prior approval of the Supervisory Board is required, as specified in Article 15 of the Company's by-laws, for:
- any transaction carried out by the Company (or an intermediate holding company) of more than €100 million,
- any decision binding the Company or its subsidiaries, i.e. any decision that, according to the interpretation of the Supervisory Board, involves a significant change to the Wendel Group's strategy or image,
- any proposal to shareholders to change the by-laws.
To fulfill its mission as effectively as possible, the Supervisory Board relies on two committees: the Audit Committee and the Governance Committee.
In 2010, the Supervisory Board adopted internal regulations that describe the rules by which it operates and sets forth the rights and responsibilities of its members.
Powers of the Executive Board
The Executive Board has the broadest powers to act on the Company's behalf under all circumstances.
It exercises these powers within the limits of the Company’s purpose and as long as they have not been expressly attributed to shareholders or the Supervisory Board.
The Executive Board draws up and presents strategy, its quarterly report on the Company’s position and outlook, as well as the annual and quarterly financial statements. The Executive Board informs the Supervisory Board each quarter of the change in net asset value (NAV) per share.
Compliance issues involving the Group's governing and supervisory bodies
A Market Confidentiality and Ethics Code applies to the members of the Executive and Supervisory Boards as well as to all employees of the Company. In its internal regulations, the Supervisory Board has strengthened the procedures aimed at preventing conflicts of interest.