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CORPORATE GOVERNANCE
2
Company management and governing bodies
2.1
COMPANY MANAGEMENT AND GOVERNING
BODIES
2.1.1
SCA (SOCIÉTÉ EN COMMANDITE
PAR ACTIONS OR FRENCH
PARTNERSHIP LIMITED BY SHARES)
Asapartnershiplimitedbyshares,theCompanyhastwocategories
of partners with very different rights and responsibilities:
a general partner with unlimited liability for the Company’s
debts and whose rights are not freely transferable. Only the
general partner appoints or dismisses the managers of the
Company;
limited partners (or shareholders), whose liability is limited
to the amount of their contributions and whose rights are
represented by freely transferable shares. These shareholders
are further divided into two categories:
holders of ordinary shares, who have voting rights enabling
them to elect a Supervisory Board, whose role is to monitor
the management of the Company,
holders of Class B preferred shares, who do not have voting
rights.
Collective decisions therefore require the approval of the limited
partnerswho holdordinary shares (and vote at General Meetings)
and that of the general partner. However, the appointment and
dismissal of Supervisory Board members are under the sole
authority of the limited partners holding ordinary shares, while
the appointment and dismissal of theManagement Company are
under the sole authority of the general partner. The appointment
and dismissal of Statutory Auditors and non-voting Board
members, the distribution of dividends for the year, and the
approval of regulatedagreements also fall under the soleauthority
of the limited partners holding ordinary shares.
Collective decisions modifying the rights of limited partners
holdingClass B shares are subject to the approval of these holders
of Class B shares at a Special General Meeting.
The Management Company has the broadest powers to act on
behalf of the Company in all circumstances. In its dealings with
shareholders, theManagementCompanyhas thebroadest powers
to carry out all ongoing management activities. Specifically, the
Management Company is responsible for identifying, evaluating
and deciding the Company’s investments and divestments. To
carry out his or her responsibilities, the Management Company
may call upon the experts or advisors of its choosing, such as
Apax Partners SA (the “Investment Advisor”), who will advise
the Company on its investments and divestments but will not
have the power to take decisions on behalf of the Company.
The relationship between the Company and the Investment
Advisor is governed by an investment advisory contract and
a co-investment agreement, the terms of which are approved
pursuant to Article L. 226-10 of the French Commercial Code.
2.1.2
THE GENERAL PARTNER
AND MANAGEMENT COMPANY
The Company’s general partner, who is also its Management
Company, is Altamir Gérance, a French public limited company
(
société anonyme
) with share capital of €1,000,000 and the Paris
commercial registry number 402098917, whose registeredoffice
is located at 1, rue Paul-Cézanne, 75008 Paris (France).
As previously noted, the corporate name Altamir Amboise
Gérance was changed to Altamir Gérance in 2013. Articles 1 and
15.1 of the Articles of Association were amended to reflect this.
The Management Company’s functions are not limited in time.
During the Company’s existence, the general partner has sole
responsibility for appointing the Management Company.
A Manager’s functions are terminated upon death, disability,
prohibition, receivership or liquidation, removal from office,
resignation or upon reaching the age of 75.
AManager’s removal fromoffice is decidedby thegeneral partner.
If the Manager is also the general partner and loses the status of
general partner, he or she also loses, automatically and without
any further procedure, the status of Manager.
Altamir Gérance has a Board of Directors whose five members
contribute their experience as private equity professionals and
corporate chief executives: Maurice Tchenio (Chairman & CEOof
Altamir Gérance, co-founder of Apax Partners), Peter Gale (Head
of Private Equity and Chief Investment Officer at Hermes GPE
LLP), James Mara (previously Sr. Managing Director at General
Electric Asset Management), Eddie Misrahi (Chairman and CEO
of Apax PartnersMidMarket SAS) andRomain Tchenio (Chairman
and CEO of Toupargel Groupe SA).
Peter Gale
– (60) is head of private equity and Chief Investment
Officer at Hermes GPE. He is responsible for private equity
investment decisions and for all aspects of Hermes GPE’s
private equity investment process. He leads the co-investment
programme anddecisions onallocationand strategy for individual
client portfolio construction. He has 33 years of investment
experience, including 24 years in private equity. Mr. Gale is a
member of the Hermes GPE Management Committee and Chair
of the Private Equity Investment Committee. Previously, he was
Managing Director and CIO of the Hermes GPE predecessor
organisation, Gartmore Private Equity. Prior to this Mr. Gale was
Investment Manager of the National Westminster Bank Pension
Fund (later known as the RBS Group Pension Fund), responsible
for all investments, and initiated both the private equity and co-
investment programmes. He was a director of HgCapital Trust
(formerly Mercury Grosvenor Trust plc) for 23 years. Peter holds
a MSc in Economics from the University of Oxford and a BA in
Economics from the University of Exeter.
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REGISTRATION DOCUMENT
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ALTAMIR 2016