Amendment of the Articles of Association and winding-up Resolutions to amend the Articles of Association or to wind up the Company may only be adopted by the General Meeting of Shareholders following a proposal by the Board of Directors, subject to approval of the Supervisory Board. Resolutions to amend the Articles of Association which amends rights connected to the Golden Share or the name of the Company or the aim of the Company shall also be subject to approval by the holder of the Golden Share. In case of dissolution and winding-up of the Company, such resolution shall also be subject to approval by the holder of the Golden Share. In case of dissolution and winding-up of the Company, that which remains after settlement of its debts will be distributed as follows: to the holder of the Golden Share and the holders of the Preference Shares, the reserved dividends, and then the nominal value of these shares as well as, if such was determined at issue of the Preference Shares, an amount equal to the amount paid in the share premium reserve. The remaining portion is paid to the holders of Ordinary Shares. Executive Board The Executive Board is responsible for the management of the Company, such under supervision of the Supervisory Board. The Executive Board is authorised to represent the Company, in addition to which each individual member of the Executive Board is authorised to represent the Company. Members of the Executive Board are appointed and can be suspended or dismissed by the Supervisory Board. The Supervisory Board will inform the General Meeting of Shareholders of a planned appointment. A member of the Executive Board can only be dismissed after the General Meeting of Shareholders has been consulted with regard to the planned dismissal. Remuneration of the members of the Executive Board is determined by the Supervisory Board. Certain decisions of the Executive Board are subject to prior approval of the Supervisory Board or the holder of the Golden Share. See 'Relationship with the Association'. Supervisory Board It is the Supervisory Board's duty to supervise the policy conducted by the Executive Board and the general course of affairs within the Company and the related enterprise. The Supervisory Board further advises the Executive Board. Any decisions of the Executive Board stated in article 164 of Book 2 of the Dutch law need prior approval from the Supervisory Board. Furthermore, a limited number of provisions in the Articles of Association such as the appointment and suspension or dismissal of the Director of Professional Football, are subject to the approval of the Supervisory Board. The Supervisory Board adopts the annual accounts and submits these for approval to the General Meeting of Shareholders. In the fulfilment of their duties, the members of the Supervisory Board shall direct their efforts towards the best interests of the Company and the related enterprise. The members of the Supervisory Board are appointed by the Supervisory Board. The Supervisory Board will appoint a chairman and a vice-chairman from its members. The General Meeting of Shareholders, the Executive Board and the Works Council may make recommendations for appointments to the Supervisory Board. The General Meeting of Shareholders and the Works Council have the right to object to a planned appointment of a member of the Supervisory Board (i) on the grounds of non- observance of certain procedural provisions with regard to the appointment, (ii) on the grounds of the expectation that the Supervisory Board, after appointment as planned, will not be properly constituted. In spite of any objection, the appointment can be carried out as planned if the Ondernemingskamer (Enterprise Chamber) of the Amsterdam Gerechtshof (Court of Appeal) declares the objection to be unfounded. A member of the Supervisory Board can be dismissed by the Ondernemingskamer of the Amsterdam Gerechtshof for neglecting his duties, for other important reasons or because of a radical change in the situation, on the basis of which the maintenance of his membership of the Supervisory Board cannot in fairness be asked of the Company. Remuneration of each individual member of the Supervisory Board is determined by the General Meeting of Shareholders.

AJAX ARCHIEF

Jaarverslagen Ajax NV (vanaf 1997) | 1998 | | pagina 45