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.
Until December 2, 2007 we have an Executive Chairman who fulfills the tasks
of the Chairman of the Board. He shares responsibility with the CEO for
defining the strategy and budget, M&A projects, career development of the
top 30 people and investor relationships. Together they prepare all matters
that require a resolution of the Board and are also entrusted with such
additional powers and duties as the Board may determine.
Until December 2, 2007 we have an Office of the Chairman consisting of the Executive Chairman and the Chief Executive Officer. They have shared responsibilities as defined in our Articles of Association.
The Chief Financial Officer and the Heads of Human Resources, Strategy, and Mergers and Acquisitions also attend meetings of the Office of the Chairman.
The senior management team comprises the
six Area Presidents (North America, Latin
America, Europe, North Asia, South Asia, and CIS, Middle East & Africa); the
three Executive Vice Presidents of the product lines (Mobile Communication,
Secure Transactions and Identity & Security); and
nine support Executive Vice Presidents (Finance, Legal, Manufacturing,
Sales, Very Large Accounts, Marketing, M&A, Strategy and Ventures and Human
Resources).