Exhibit 99.2
| |
|
|
|
|
 |
|
|
|
20 September 2007
The Manager
Company Announcements Office
Australian Stock Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
|
|
James Hardie Industries NV
ARBN 097 829 895
Incorporated in The Netherlands
The liability of members is limited
Atrium
8th Floor
Strawinskylaan 3077
1077 ZX Amsterdam,
The Netherlands
Telephone: 31-20-301 2980
Fax: 31-20-404 2544
|
Dear Sir
Lodgement with NYSE — Section 303A Foreign Private Issuer Annual Written Affirmation
The attached document was lodged with the NYSE on 19 September 2007.
Yours faithfully
/s/ Benjamin P Butterfield
Benjamin P Butterfield
Company Secretary
James Hardie Industries NV
Atrium 8th Floor
Strawinskylaan 3077
1077 ZX Amsterdam
The Netherlands
September 19, 2007
Corporate Governance Department
NYSE Regulation, Inc.
20 Broad Street, 13th floor
New York, NY 10005
SECTION 303A ANNUAL WRITTEN AFFIRMATION
EXHIBIT C
The current Audit Committee members of James Hardie Industries N.V. (the “Company”) are:
| |
• |
|
Mr. Brian Anderson (Committee Chairman); |
| |
| |
• |
|
Mr. Michael Hammes; |
| |
| |
• |
|
Mrs. Catherine Walter; and |
| |
| |
• |
|
Mr. James Loudon. |
Biographical information for each of these Audit Committee members (other than share ownership
information for Mrs. Walter) can be found in Item 6 of the Company’s Annual Report on Form 20-F for
fiscal year ended March 31, 2007 as filed with the Securities and Exchange Commission (the “SEC”)
on July 6, 2007 (the “2007 20-F”).
Disclosure of Mrs. Walter’s share ownership can be found in the Company’s Form 6-K as filed with
the SEC on July 12, 2007 (the “6-K”).
The Company’s 2007 20-F and 6-K are accessible on the SEC’s website via the EDGAR system at
www.sec.gov.
Regards,
/s/ Russell Chenu
Russell Chenu
Chief Financial Officer
Form Last Updated by the NYSE on March 28, 2006
Foreign Private Issuer
Section 303A
Annual Written Affirmation
James Hardie Industries N.V. (JHX) (the “Company”) has checked the
appropriate box:
(Insert Company name and ticker symbol)
|
|
|
| þ |
|
The Company hereby affirms the following to the New York Stock Exchange (“NYSE”)
without qualification: |
or
|
|
|
| o |
|
Subject to any noncompliance that is specifically described on Exhibit A1 to
this Annual Written Affirmation, the Company hereby affirms the following to the
NYSE2: |
|
|
|
| A. |
|
Audit Committee (Section 303A.063) |
The Company has an audit committee meeting the requirements of Securities Exchange Act Rule 10A-3
(“Rule 10A-3”) or the Company is exempt therefrom. To the extent the Company is relying on an
exemption provided under Rule 10A-3, a specific, brief description of the basis for such reliance
and a citation to the relevant portion of Rule 10A-3 is provided on Exhibit B.
To the extent that the Company has an audit committee, each member satisfies the independence
requirements set out in Rule 10A-3. To the extent the Company is relying on an exemption from Rule
10A-3 with respect to any individual member of the audit committee, a specific, brief description
of the basis for such reliance and a citation to the relevant portion of Rule 10A-3 is provided on
Exhibit B.
Attached on Exhibit C is a list of those individuals who currently comprise the full membership of
the audit committee of the board of directors. With respect to each member of the audit committee
who is also a director of the Company, the Company has also provided on Exhibit C a brief
biography, including disclosure regarding share ownership in the Company and a brief description of
any existing business relationships and/or fee arrangements with the Company, as applicable. If any
or all such biographical information is available through an EDGAR filing,
1
The Company must provide detailed disclosure on Exhibit A noting which standard it is
not in
compliance with, the reason for such noncompliance and a specific timetable for the Company’s return to
compliance. To the extent that this Annual Written Affirmation has been signed by the Company’s CEO,
the Company need not also submit a notice of noncompliance as required by Section 303A.12(b).
2
if the Company is unable to execute this Annual Written Affirmation without qualification, it must check
this box.
3
Section 303A.06 incorporates the requirements of Rule 10A-3 promulgated by the U.S. Securities and
Exchange Commission under the Securities Exchange Act of 1934.
1
Form Last Updated by the NYSE on March 28, 2006
the
Company can specify the location of such disclosure on
Exhibit C in lieu of restating the
information.
B. Statement of Significant Differences (Section 303A.11)
The Company has provided the statement of significant corporate governance differences required by
Section 303A.11 either: (a) in the Company’s annual report to U.S. shareholders distributed in
accordance with Sections 103.00 and 203.01 of the NYSE Listed Company Manual; or (b) on the
Company’s website and an appropriate reference to that location has been included in the Company’s
annual report to U.S. shareholders distributed in accordance with Sections 103.00 and 203.01 of the
Listed Company Manual. The method and location of disclosure chosen by the Company has been
indicated on Exhibit B.
Certification
This Affirmation is signed by a duly authorized officer of, and on behalf of
James Hardie Industries N.V.
(Name of Company)
|
|
|
| Print Name: |
|
Russell Chenu
|
|
|
|
| Title: |
|
Chief Financial Officer
|
There is no specified form for Exhibit A or Exhibit C. The form of Exhibit B is specified and is
available on www.nyse.com.
The Foreign Private Issuer Section 303A Annual Written Affirmation may be sent to:
Corporate Governance Department
NYSE Regulation, Inc.
20 Broad Street, 13th Floor
New York, NY 10005
Telephone: 212-656-4542
Alternatively, the completed forms may be faxed to 212-656-5780 or scanned and emailed to
[email protected].
Note: THE NYSE WILL NOT ACCEPT IF RETYPED, MODIFIED OR IF ANY TEXT OR FOOTNOTES ARE DELETED.
If you have any questions regarding applicability to your Company’s circumstances, please call
the Corporate Governance department prior to submission.
2
SECTION 303A ANNUAL WRITTEN AFFIRMATION
EXHIBIT A
Not applicable
Form Last Updated by the NYSE on March 28, 2006
Exhibit B to
Foreign Private Issuer
Section 303A Annual Written Affirmation
Company
name and ticker symbol: James Hardie Industries N.V. (JHX)
| |
|
|
|
|
|
|
1
|
|
2
|
|
3
|
|
4 |
Section 303A.06
|
|
Applicable
|
|
Securities Exchange Act
|
|
Location of disclosure |
Audit Committee Requirements
|
|
Exemption
|
|
Rule 10A-3 (“Rule 10A-3”)
|
|
Name of document/page number |
|
|
|
|
Disclosure
|
|
where disclosure is located, if |
|
|
|
|
|
|
applicable |
|
|
|
|
|
|
|
Disclose in column (2) whether the
Company or any individual member of
the Company’s audit committee is
relying on an exemption provided by
Rule 10A-3 and provide a specific,
brief description of the basis for
such reliance and reference to the
provision of Rule 10A-3 being relied
upon. In addition, if an individual
member of the Company’s audit
committee is relying on an exemption
from Rule 10A-3, provide the name of
that individual.
For ease of reference, a brief
description of the available Rule
10A-3 exemptions is set out on page
3.
|
|
N/A
|
|
Rule 10A-3(d) requires
the Company to disclose
its reliance on certain
exemptions provided by
Rule 10A-3 (for
convenience, an
indication of whether
or not disclosure is
required is provided on
page 3), as well as to
provide an assessment
of the impact of such
reliance, in the
Company’s Form 10-K,
20-F or 40-F filed with
the SEC. If the Company
is relying on one of
these exemptions,
provide a specific
reference to the
location of such
disclosure in column
(4).
|
|
N/A |
1
Form Last Updated by the NYSE on March 28, 2006
| |
|
|
|
|
|
|
1
|
|
2
|
|
3
|
|
4 |
Section 303A.11
|
|
Method of
|
|
Required Location of
|
|
Location of disclosure |
Significant Corporate Governance
|
|
Disclosure
|
|
Disclosure
|
|
Name of document/page number |
Differences
|
|
|
|
|
|
where disclosure is located |
|
|
|
|
|
|
OR |
|
|
|
|
|
|
URL of Company website and link to |
|
|
|
|
|
|
specific web page |
|
|
|
|
|
|
|
Disclose in column (2) the
method by which the
Company has disclosed the
significant ways in which
its corporate governance
practices differ from those
required by domestic
companies under NYSE
standards either: (a) on
its website (in English and
accessible from the United
States); or (b) in its
annual report distributed
to U.S. shareholders in
accordance with Sections
103.00 and 203.01 of the
NYSE Listed Company Manual
(the “Annual Report”).
If the Company posts the
disclosure to its website,
it is required to disclose
in its Annual Report a
statement informing
shareholders of that fact
and to provide the web
address where the full
information may be
obtained.
|
|
(a) on its
website (in
English and
accesible from the
United States)
|
|
Depending on the method
of disclosure indicated
in column (2), provide
the location of the
required disclosure in
column (4).
|
|
www.ir.jameshardie.com.au/
jh/corporate_governance.jsp |
2
