Gemalto is committed to good corporate governance. We strive to comply with the highest standards and to apply them in accordance with best international practice.
Gemalto N.V. is incorporated in the Netherlands and is the parent company of the Gemalto group. It was formerly Axalto Holding N.V., and changed its name on June 2, 2006 in connection with the combination with Gemplus International S.A.
Gemalto’s shares are listed on Eurolist by Euronext Paris (Euronext NL 0000400653 GTO).
Our shareholders exercise their rights through
Annual and Extraordinary General
Meetings. Each year, no later than June 30, we convene an AGM.
Additional EGMs may be convened at any time by the Board, the Chairman of
the Board or, in his absence, the Chief Executive Officer, or by one or more
shareholders representing at least 10% of our issued and outstanding share
capital.
The business to be conducted is set out in the notices. The agenda for the
AGM must contain certain matters as specified in our Articles of Association
and under Dutch law. These include, among other things, the adoption of our
annual consolidated financial statements.
The convening notice is published at least 15 days in advance and includes voting instruction forms. Shareholders can vote in person or by proxy, and can cast one vote for every share.
Ours is a one-tier Board made up of Executive and Non-Executive Directors, the latter comprising the majority of members. As Board members, the Directors have collective and ultimate responsibility for the direction and performance of the business as a whole. The Chief Executive Officer handles the day-to-day management of the company and represents Gemalto with respect to third parties.
The senior management team comprises the
three Executive Vice Presidents of the business units (Telecommunications,
Secure Transactions and Security); and seven support Executive Vice Presidents (Chief
Financial Officer; General Counsel; Operations; Marketing; Strategy, Mergers & Acquisitions;
Corporate Projects and Human
Resources).