Altamir - 2018 Registration document

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Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

SUCCESSION PLAN

members of the Supervisory Board is two years (Article 18). Nevertheless, shareholders voted at the General Meeting of 29March 2012 to amend theArticles of Association to allow the appointment of one or more Supervisory Board members for a term of one (1) year, for the sole purpose of implementing or maintaining staggered terms for Supervisory Boardmembers; n no individual over the age of 70 may be appointed to the Supervisory Board if that person’s appointment would bring the proportion of members over the age of 70 above one-third (Article 18); n in the event a seat becomes vacant due to death or resignation of one or more members of the Supervisory Board, the Board may appoint a temporary replacement within three (3)months of the date the vacancy occurred (Article 18); n the Board appoints an individual from among its members to act as Chairman. In the event theChairman is absent, the oldest member of the Board fulfils the Chairman’s role (Article 19); n the Supervisory Board meets at the request of the Chairman or the Management Company. Notices of meetings may be communicatedusinganymeanswhich establishproof of notice according to commercial standards, at least five days prior to the meeting, unless the Board members unanimously agree to a shorter period. The Manager must be invited to meetings and may attend Supervisory Board meetings without having the right to vote; n oneormorenon-votingmembersappointedbytheshareholders may also attend Supervisory Board meetings in an advisory capacity (Article 19); n the Supervisory Board may not take decisions unless at least half of its members are present or represented (Article 19). At the General Meeting on 29 April 2019, a change in the composition of the SupervisoryBoardwill be proposed to reduce the number of members from six to four, while maintaining the possibility of appointing non-voting members. Shareholders will also be asked to amend the Company’s Articles of Association in order to: n raise the proportion of members of the Supervisory Boardwho can be over the age of 70, from one-third to one-half; n increase to two years the term of non-voting members; n allow for remuneration of non-voting members.

A management succession plan has been approved by the Supervisory Board. Meeting as Nomination and Remuneration Committee, theBoard last reviewed theplan inFebruary 2017. The succession of Maurice Tchenio has been organised for two types of situations: 1) in the event Maurice Tchenio is prevented from fulfilling his duties, succession arrangements have been made with respect to the Company’s management and ownership, so as to ensure business continuity and the Company’s long-term survival; 2) in view of a planned transition, Maurice Tchenio is in discussion with a number of potential successors who have all demonstrated strong interest and whomeet certain criteria ( e.g. manager/senior partner of a private equity firm, preferably with Apax experience, andwitha track recordof successful fund raising and deep knowledge of Altamir).

2.1.3 SUPERVISORY BOARD

ROLE OF THE SUPERVISORY BOARD

The Company’s Articles of Association stipulate that the Supervisory Board shall provide ongoing supervision of the Company’s management and shall decide on the allocation of net income to be proposed to shareholders. In addition, the Management Company shall consult the Supervisory Board on the evaluation rules applying to portfolio companies, and on any potential conflicts of interest. Any amendment to the co- investment agreement between the Company and Amboise Partners SA must be authorised by a two-thirds majority vote of the members of the Supervisory Board, either present or represented, after the Board has reviewed the management report (Article 20.4 of the Articles of Association).

ROLE OF THE CHAIRMAN OF THE SUPERVISORY BOARD

The role of the Chairman of the Supervisory Board is mainly to preside over meetings and to maintain regular contact with the ManagementCompany inorder tokeepabreast of anyexceptional events that might require a special Supervisory Board meeting. He is also very involved in preparing the Annual General Meeting of Shareholders. More recently, the Chairman was very active in Amboise SAS’s takeover bid for the Company.

COMPOSITION OF THE SUPERVISORY BOARD AS OF 31 DECEMBER 2018

The Supervisory Board is composed of six members: n Jean-Hugues Loyez, Chairman of the Supervisory Board; n Marleen Groen, Chairwoman of the Audit Committee; n Sophie Etchandy-Stabile, Member of the Audit Committee; n Gérard Hascoët, Member of the Audit Committee; n Jean Estin; n Philippe Santini.

RULES FOR THE COMPOSITION OF THE SUPERVISORY BOARD

The composition and role of the Supervisory Board are described in Articles 18 to 20 of the Company’s Articles of Association. Summary: n the Company has a Supervisory Board with 3-12 members. Its members are selected from among the shareholders who do not have the status of general partner, legal representative of the general partner or Management Company. The termof the

86 Registration document ALTAMIR 2018

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