Braas Monier Building Group S.A. is the holding company of our Group, acting under the commercial name ‘Braas Monier’ or ‘Braas Monier Building Group’. Our business is primarily conducted by the relevant operating subsidiaries serving the local markets. The Company with its registered office at 4, rue Lou Hemmer, L-Senningerberg, is a public limited liability company (société anonyme) incorporated in, and organised under the law of, Luxembourg.
Our Company’s governance regime is led by a one-tier board structure, consisting of a Board of Directors which must be composed of a minimum of three members and a maximum of ten members, to be appointed by the general meeting of shareholders of our Company for a maximum term of six years. The directorships are revocable without prior notice (ad nutum). As of 9 November 2016, the Board of Directors was composed of eight members. From an operating perspective, the Group is managed and supervised by our Group CEO (also a member of the Board of Directors) and our Group CFO (Management).
The corporate governance rules of the Company are based on Luxembourg laws, the Company’s Articles of Association and our internal regulations.
We have decided to follow, on a voluntary basis, to a certain extent, the German corporate governance rules. As a Luxembourg company with a single board structure, our corporate regime is in many respects different from the two-tier system of management board and supervisory board presupposed by the Germany corporate governance rules. Accordingly, we will only be able to follow the German corporate governance rules to the extent allowed by Luxembourg corporate law and to the extent they are applicable to a one-tier board structure.
We voluntarily intend to publish a Declaration of Compliance on an annual basis.
Responsible entrepreneurial conduct is indispensable in living up to the Group’s vision of realising the full potential of roofs. Lawful behaviour, mutual respect, integrity and reliability are the values which guide us in our daily work with each other and with our competitors. These values are an integral part of our corporate culture and the basis for our sustainable success and the excellent world-wide reputation of the Braas Monier Building Group.
Compliance is and will be a key priority for Braas Monier’s management – both on group level as well as locally. We have established a group-wide Compliance Management System that makes sure the general principles laid out in the Code of Conduct are adhered to across all markets we are active in.
Key topics covered in the Code include compliance with laws and ethical standards, relationships with business partners and third parties, avoidance of conflicts of interest, health and safety as well as information security and company assets. The Code of Conduct applies world-wide for all employees and all directors and officers of the Group. All employees at Braas Monier have a duty to comply with the Code, and management personnel has the duty to ensure that everyone under their supervision also does so.
Articles of Association of Braas Monier Building Group S.A.
KPMG Luxembourg société à responsabilité limitée, 9, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg, was appointed as the approved independent auditor (réviseur d’entreprises agréé) of the Company, for the fiscal years ended December 31, 2013, 2012 and 2011. KPMG has audited and issued an unqualified auditor’s report with respect to the consolidated financial statements for the years ended December 31, 2013, 2012 and 2011, and the unconsolidated financial statements for the year ended December 31, 2013.
KPMG conducted its audits in accordance with International Standards on auditing as adopted for Luxembourg by the CSSF. KPMG is a member of the Luxembourg Institute of Registered Auditors (Institut des Réviseurs d’Entreprises) qualifying as cabinet de révision agréé.
On 18 December 2016, Braas Monier and Standard Industries reached an agreement on an amended offer which the Board of Braas Monier fully supported and which it unanimously recommended shareholders of Braas Monier to accept. In connection with this agreement the members of the Board of Directors and Senior Management of Braas Monier have committed to tender all their Braas Monier shares into the offer.
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