Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 19
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69Item 6.
Directors, Senior Management and Employees
The purpose of this standard is to provide information concerning the company’s directors and managers that will allow
investors to assess such individuals’ experience, qualifications and levels of compensation, as well as their relationship with the
company. Information concerning the company’s employees is also required.
A.
Directors and senior management. The following information shall be disclosed with respect to the company’s
directors and senior management, and any employees such as scientists or designers upon whose work the company
is dependent:
1.
Name, business experience, functions and areas of experience in the company.
2.
Principal business activities performed outside the issuing company (including, in the case of directors, other
principal directorships).
3.
Date of birth or age (if required to be reported in the home country or otherwise publicly disclosed by the
company).
4.
The nature of any family relationship between any of the persons named above.
5.
Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which
any person referred to above was selected as a director or member of senior management.
B.
Compensation. Provide the following information for the last full financial year for the company’s directors and
members of its administrative, supervisory or management bodies:
1.
The amount of compensation paid, and benefits in kind granted, to such persons by the company and its
subsidiaries for services in all capacities to the company and its subsidiaries by any person. Disclosure of
compensation is required on an individual basis unless individual disclosure is not required in the company’s
home country and is not otherwise publicly disclosed by the company. The standard also covers contingent
or deferred compensation accrued for the year, even if the compensation is payable at a later date. If any portion
of the compensation was paid (a) pursuant to a bonus or profit-sharing plan, provide a brief description of the
plan and the basis upon which such persons participate in the plan; or (b) in the form of stock options, provide
the title and amount of securities covered by the options, the exercise price, the purchase price (if any), and the
expiration date of the options.
2.
The total amounts set aside or accrued by the company or its subsidiaries to provide pension, retirement or
similar benefits.
C.
Board practices. The following information for the company’s last completed financial year shall be given with respect
to, unless otherwise specified, the company’s directors, and members of its administrative, supervisory or management
bodies.
1.
Date of expiration of the current term of office, if applicable, and the period during which the person has served
in that office.
2.
Details of directors’ service contracts with the company or any of its subsidiaries providing for benefits upon
termination of employment, or an appropriate negative statement.
3.
Details relating to the company’s audit committee and remuneration committee, including the names of
committee members and a summary of the terms of reference under which the committee operates.
D.
Employees. Provide either the number of employees at the end of the period or the average for the period for each of
the past three financial years (and changes in such numbers, if material) and, if possible, a breakdown of persons
employed by main category of activity and geographic location. Also disclose any significant change in the number
of employees, and information regarding the relationship between management and labor unions. If the company
employs a significant number of temporary employees, include disclosure of the number of temporary employees on
an average during the most recent financial year.
19
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