ALTAMIR_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE – REPORT OF THE SUPERVISORY BOARD

Management and supervisory bodies

In 2017, the Board held a meeting for the first time without the Management Company in attendance. This meeting, held on 7 November 2017, was devoted to a review of the risk map. The Board reviewed all risks to which the Company is exposed: „ sector risks; „ financial risks; „ legal and tax risks; „ risks related to key personnel. The risks were then classified according to criticality and probability. The Board verified that the Company had taken measures to control and prevent each risk. The Supervisory Board concluded that the Company has implemented the necessary measures for meeting the risks it faces. In accordance with the provisions of the Rules of Procedure: „ the Supervisory Board is regularly informed during meetings of the Company’s financial position, cash position and commitments; „ themembers of theSupervisoryBoardmay receive information at any time (including between board meetings) as required by importance or urgency. Marleen Groen is an experienced company executive, and is recognised as qualified inmatters of finance and accounting. She has nearly 30 years of experience in financial services, including 18 years in the private equity secondarymarket. Before becoming Senior Advisor at Stepstone, Ms Groen was the principal founder at Greenpark Capital Ltd (a private equity firm specialised in the secondary market). Mr Besson has more than 12 years’ seniority in his position. According to Afep-Medef Code criteria adhered to by the Company, Mr Besson cannot be considered to be independent because of his seniority. Nevertheless, the Supervisory Board recognised that in practice Mr Besson has always demonstrated independence. He is considered to have the necessary skills by virtue of his chartered accountant qualification and by his experience as a CFO and Chairman of an IT services company. Sophie Etchandy-Stabile began her career with Deloitte before joining Accor in 1999 to head the group’s Consolidation and Information System Department. In 2006 she was appointed as groupController-General, supervising the consolidation process, international Finance Departments and the Financial Control, Internal Audit, GroupHoldingCompany andFinancial Back-office Departments. In May 2010, Ms Etchandy-Stabile was appointed Chief Financial Officer and member of the Executive Committee of AccorHotels. She was appointed Chief Executive Officer of Board member Gérard Hascoët Sophie Etchandy-Stabile

The Supervisory Board regularly conducts a self-assessment, for which each Board member must answer a questionnaire. The most recent self-assessment was carried out in November 2017 (see section on the organisation and operating procedures of the Nomination and Remuneration Committee).

AUDIT COMMITTEE

The Supervisory Board established an Audit Committee in 2003 which comprised three members as of 31 December 2017: Jean Besson (Chairman and non-independent member), Sophie Etchandy-Stabile (independent member) and Marleen Groen (independentmember). All three are experienced in financial and accountingmatters. Twoof the three are considered independent according to the Afep-Medef Code criteria. The Committee systematically reports to the Supervisory Board on all work done and on remarks made. The attendance rate at boardmeetingswas 100% for all members.

The composition of the Committee changed in 2017 in order to continue to meet the criteria of the Afep-Medef Code. These changes are summarised in the following table.

Appointment/ Renewal

Date

Departure Resignation

Reason

2 February 2017

Maintain a two- thirds minimum of independent members on the Committee

2 February 2017

Appointment

HotelServices France on 1 October 2015, and will serve as Chief Executive Officer of HotelServices France and Switzerland until January 2018. The role of the Audit Committee is detailed in the Supervisory Board’s Rules of Procedure, summarised below. Responsibilities of the Audit Committee Pursuant to the provisions of Article L. 823-19 of the French Commercial Code and to guidelines of the Afep-Medef Code, the Committee has the following responsibilities: „ it tracks the preparation of the financial information and, if necessary, makes recommendations toensure the information’s integrity; „ it monitors the efficiency of internal control and risk management systems, and, if applicable, internal audit, with regard to procedures relating to preparing and processing accounting and financial information, while ensuring that it remains independent; „ the Committee issues a recommendation with regard to the Statutory Auditors proposed to shareholders at their General Meeting;

90 REGISTRATION DOCUMENT

• ALTAMIR 2017

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