Altamir - 2018 Registration document

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Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

AUDIT COMMITTEE

It was therefore able to examine andmake informed decisions on the financial statements and financial communication. On 8 November 2018, the Board held a meeting without the Management Company in attendance. Thismeetingwas devoted to the functioning of the Supervisory Board. It was concluded that the Supervisory Board functions correctly, and that the documents submitted to the Board allow it to perform its work efficiently. The Supervisory Board regularly conducts a self-assessment for which each Board member must answer a questionnaire. The most recent self-assessment was conducted in November 2017, and the next one is planned for 2019. In accordance with the provisions of the Rules of Procedure: n at its meetings the Supervisory Board is regularly informed of the Company’s financial position, cash position and commitments; n 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’ experience in financial services, including 18 years in the private equity secondarymarket. Before becoming a senior advisor at Stepstone, Ms Groen was the principal founder of Greenpark Capital Ltd, a private equity firm specialised in the secondary market. Gerard Hascoët has more than 12 years’ seniority in his position. According to Afep-Medef Code criteria adhered to by the Company, Mr Hascoët cannot therefore be considered to be independent, because of his seniority. Nevertheless, the Supervisory Board recognised that in practice Mr Hascoët has always demonstrated independence. He is considered to have the necessary skills by virtue of his experience on the Board and his knowledge of private equity investment. 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, the International Finance and Financial Control departments, Internal Audit, the Group Holding Company and the Financial 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 HotelServices France on 1 October 2015, and served 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. Board member Gérard Hascoët Jean Besson

The Supervisory Board established an Audit Committee in 2003 which comprised threemembers as of 31 December 2018: Marleen Groen (Chairwoman, independent member), Gérard Hascoët (non-independent member) and Sophie Etchandy-Stabile (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 2018 after Jean Bessondecidednot to seek reappointment at theGeneral Meeting of 2018. Consequently the Supervisory Board, at its meeting on 26April 2018, appointedGérardHascoët asmember of the Audit Committee.

Appointment/ Renewal Appointment

Date

Departure

Reason

26 April 2018

Replaces a member who chose not to seek reappointment.

26 April 2018

Resignation

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: n it tracks the preparation of financial information and, if necessary, makes recommendations toensure the information’s integrity; n while ensuring that it remains independent, it monitors the efficiency of internal control and risk management systems, and, if applicable, internal audit, with regard to procedures for the preparation and processing of accounting and financial information; n it makes a recommendation with regard to the Statutory Auditors proposed to shareholders at their General Meeting; n it monitors the Statutory Auditors’ assignment and takes into account any observations and conclusions made by the High Council of Statutory Auditors after the controls carried out pursuant to Articles L. 821-9 et seq. of the French Commercial Code; n it ensures that the Statutory Auditors fulfill the conditions for independence; n it approves the provision of any services other than the certification of financial statements, provided that the services are not prohibited by regulations; n it informs the Board regularly on its activities. It also reports on the results of the financial statement certification process, on how this process has enhanced the integrity of the financial information, and on the role the Committee has played in the process. It informs the Board immediately of any problems encountered.

90 Registration document ALTAMIR 2018

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