Altamir - Registration Document 2016

2

CORPORATE GOVERNANCE

Report of the Chairman of the Supervisory Board

More than half of the Boardmembers are independent, in accordance with the requirements in paragraph 8.5 of the Afep-Medef Code and reiterated in the table below. According to the Afep-Medef Code criteria, the following Supervisory Board members are considered independent:

Jean- Hugues Loyez

Sophie Etchandy- Stabile

Reasons for non- compliance

Jean Besson

Gérard Hascoët

Philippe Santini

Marleen Groen

Independence criteria

He/she must not be, or not have been in the last five years: an employee or executive corporate officer of the Company, or an employee, executive corporate officer or director of either a company consolidated by the Company, or of its parent company or of a company consolidated by the parent company, an executive corporate officer of a company in which the Company holds, directly or indirectly, an appointment as a Board member, or in which a Company employee or executive corporate officer holds an appointment as a Board member (either currently or in the last five years). Not be a major customer, supplier, or corporate or investment banker of the Company or of its Group, nor carry out a significant proportion of its business with the Company or its Group. Not have been a Statutory Auditor of the Company in the last five years Not be a member of the Board of the Company for more than 12 years Not be a controlling shareholder of the Company or its parent company (10% threshold of share capital or voting rights) Not have close family ties with a corporate officer

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

No

No

Yes

Yes

Yes

Yes

/

Yes

Yes

Yes

Yes

Yes

Yes

/

NOT INDE- PENDENT

NOT INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

INDE- PENDENT

CONCLUSION

* Executive corporate officers include the Chairman & CEO, the CEO, and the deputy CEOs of sociétés anonymes (public limited liability companies) with a Board of Directors, the Chairman and members of the Executive Board of sociétés anonymes with an Executive Board and a Supervisory Board, and the presidents of French partnerships limited by shares.

NoBoardmember had a business relationshipwith the Company during the course of the year under review. It is specifically noted that Jean-Hugues Loyez, Chairman of the Supervisory Board, is independent with regard to the Afep- Medef Code criteria. He had no business relationship with the company during the past year. In addition, he received no variable remuneration in cash or securities, nor any remuneration tied to the Company’s performance.

Two members of the Board, Jean Besson and Gérard Hascoët, have been members of the Supervisory Board since 16 April 1996 and 28 April 2004, respectively. Therefore, they are not considered independent because they do not meet the Afep- Medef Code criterion that requires less than 12 years of seniority. However, the Supervisory Board notes that Mr Besson and Mr Hascoët have always acted independently and continue to do so, and that their contribution to the Board is essential for Altamir.

92 REGISTRATION DOCUMENT 1 ALTAMIR 2016

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