Altamir - 2018 Registration document

Corporate Governance Report of the Supervisory Board

Management and supervisory bodies

Organisation and operating procedures of the Audit Committee In 2018, the Audit Committee met four times to verify the Company’s financial statements and to review the internal control procedures implemented by the Management Company. The attendance rate at these meetings was 100%. In fulfilment of its duties, which primarily consisted of reviewing the statutory and consolidated financial statements, the analytical cost reports, the portfolio company valuations and the management report, theAudit Committeemetwith the Statutory Auditors and Finance Department at the end of each quarterly financial reporting period. It also met with PCI, the company performing internal control on behalf of Apax Partners SAS and Amboise Partners SA. The Audit Committee devoted its meetings on 4 September and 7November to further examinationof two subjects: (i) investment valuation methods, and (ii) calculation of the ratio the Company must adhere to as a société de capital risque (or SCR). The Audit Committee’s work covered each of the items listed in Article L. 823-19 of the French Commercial Code and the 22 July 2010 report of theAMFworkinggroupchairedbyOlivier Poupart- Lafarge. This entailed overseeing: n the procedure for preparing financial information, with particular attention to the valuation of portfolio companies; n the effectiveness of the internal control and risk management systems; n the audit of statutory and consolidated financial statements carried out by Statutory Auditors, by periodically interviewing the Auditors about their work, especially with regard to their review of valuations; n the independence of the Statutory Auditors, and the process which resulted in the appointment of RSM Paris. This appointment amounts to a renewel of Corevise, as Corevise had merged with another accounting firm to form RSM Paris. The Committee systematically reviewed: n statutory financial statements; n IFRS financial statements; n analytic dashboards; n valuation rules; n the performance (EBITDA, debt) of portfolio companies, which underpins their valuation based on peer-group multiples; n the correct application of internal control procedures by Amboise Partners SA for the portionof its business activity that consists of providing investment advisory services to Altamir; n forecasts of cash positions for the next 12 months. The Committee regularly reported its findings to the Supervisory Board. Although the Supervisory Board met shortly after the Audit Committee, the latter considers that the allotted time for examination of the financial statements was sufficient, given that some members live abroad.

In 2019, the Audit Committee will continue tomeet each quarter, before the accounts are closed for that period. It will take all assignmentsmentioned in laws and regulations into account. The Audit Committee can request: n a presentationby the StatutoryAuditors of the complementary report to the Audit Committee; this new report includes the main characteristics of theAuditors’ work and the key points of (i) the results of the legal audit and (ii) the accounting options chosen; n a presentation by the CFO on the Company’s financial results, risks and significant off-balance-sheet commitments; n informationon the selectionprocedure used to renewthe terms of the Statutory Auditors; n meetings with the Statutory Auditors, CFO and head of accounting; n meetings with internal audit and risk control managers; n advice from external experts. Altamir’s SupervisoryBoardhas decided tomeet as aNomination and Remuneration Committee at least once a year to examine issues related to the remuneration of theManagement Company and the members of the Board, and to the composition of the Board and the Audit Committee. Organisation and operating procedures of the Nomination and Remuneration Committee The Supervisory Board met three times in 2018 as a Nomination and Remuneration Committee. The attendance rate was 95%: Jean Besson 100% Jean Estin 100% Sophie Etchandy-Stabile 67% Marleen Groen 100% Gérard Hascoët 100% Jean-Hugues Loyez 100% Philippe Santini 100% The Board held the year’s first meeting as a Nomination and Remuneration Committee on 8 January 2018 and discussed several items: n the composition of the Supervisory Board; after Mr Besson’s decision not to seek reappointment at the General Meeting of 2018, the Board reviewed the composition of the Board (age, independence, gender parity); n candidate profile; n recruitment process. These issues were the subject of a detailed presentation to the Board, which verified that they are in compliancewith theArticles of Association. NOMINATION AND REMUNERATION COMMITTEE

2

91

ALTAMIR 2018

Registration document