Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE

Company management and governing bodies

SUPERVISORY BOARD RULES OF PROCEDURE

Mr. Besson has more than 12 years’ seniority in his position. According to the Afep-Medef Code criterion requiring less than 12 years of seniority, he cannot be considered to be independent. Nevertheless, the Supervisory Board recognises that in practice Mr. Besson demonstrates independence. He is considered qualified by virtue of his chartered accountant qualification and 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 HotelServices France on 1 October 2015, and Chief Executive Officer of HotelServices France and Switzerland in January 2017. The role of the Audit Committee is detailed in the Supervisory Board’s Rules of Procedure. Altamir’s SupervisoryBoardhas decided tomeet as aNomination and Remuneration Committee at least once a year to examine issues related to remuneration of theManagement Company and themembers of the Board, and the composition of the Board and the Audit Committee. TheBoardmet for the first timeas aNominationandRemuneration Committee on 2 November 2016 and discussed several items, including in particular: the introductionof a hurdle rate for co-investments beforeClass B shareholders are paid any carried interest. This issue will be includedon the agenda for theCompany’s next Annual General Meeting of Shareholders; a review of the impact of lines of credit on the calculation of management fees. These issues were the subject of a detailed presentation to the Board, which verified that they are in compliance with the provisions of the Articles of Association. A second meeting was held in February 2017, to review the management succession plan and change the composition of the Audit Committee. To reflect the recommendations of the AFEP-MEDEF code regarding Audit Committee independence and Board member tenure, Gérard Hascoët resigned from the Audit Committee, while remaining a member of the Supervisory Board. The Board acknowledged his resignation and appointed Sophie Etchandy-Stabile, an independent Board member, as a member of the Audit Committee. NOMINATION AND REMUNERATION COMMITTEE

A new procedure incorporating the new provisions applicable as a result of the reform of market abuse and audit reform, and the most recent AFEP-MEDEF Code recommendations, were submitted to the Board on 2 February 2017 and approved by the Board at their meeting of 6 March 2017. The changes concern: the Audit Committee’s new powers to appoint Statutory Auditors and approve services other than the certification of financial statements; thedefinitionof independence for SupervisoryBoardmembers; the change in rules related to the possession of privileged information and to the disclosure of securities transactions. It covers the following areas: role, composition and operating procedures of the Supervisory Board and Audit Committee; evaluation of the Supervisory Board and Audit Committee; remuneration; obligations of Supervisory Board members; adaptation, modification, reviewandpublication of theRules of Procedure. The Rules of Procedure are available on the Company’s website. The Supervisory Board established an Audit Committee in 2003 whichwasmadeupofthreemembersasof31December2016:Jean Besson (the Chairman), GérardHascoët (independent member), and Marleen Groen (independent member). However, at the Supervisory Board meeting on 2 February 2017, Gerard Hascoët announced his desire to stepdown fromhis function as amember of theAudit Committee. TheBoard acknowledgedhis resignation and appointed Sophie Etchandy-Stabile, an independent Board member, as a member of the Audit Committee, with immediate effect, to replace Gérard Hascoët. Consequently, the Audit Committee is now made up of Jean Besson (Chairman), MarleenGroen, andSophieEtchandy-Stabile, all competent in financial and accounting matters. Two of the three are considered independent according to the Afep-Medef Code criteria. Marleen Groen is an experienced company executive, and specifically recognised as competent in matters of finance and accounting. She has nearly 30 years of experience in financial services, including 18years in theprivate equity secondarymarket. Before becoming Senior Advisor at Stepstone, Ms Groen was Principal Founder at Greenpark Capital Ltd (a leadingglobal mid- market private equity secondaries firm). AUDIT COMMITTEE

80 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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