78 / 182
WWW.ALTAMIR.FR
CORPORATE GOVERNANCE
2
Company management and governing bodies
To the best of the Company’s knowledge and at the time this
Registration Document was prepared, there was no conflict of
interest between theManagement Company’s or the Supervisory
Board members’ duties towards the Company and their private
interests or other duties.
To the best of the Company’s knowledge, there are no family
ties between the members of the Company’s management and
supervisory bodies.
To the best of the Company’s knowledge and at the time
of preparation of this Registration Document, there are no
arrangements or understandings with major shareholders,
customers or suppliers pursuant to which a member of the
Supervisory Board or the Management Company was selected
in that capacity.
To the best of the Company’s knowledge and at the time of
preparation of this Registration Document, the members of
the Supervisory Board or the Management Company have not
acceptedany restrictions on thedivestment of their shareholdings
in the Company.
To the best of the Company’s knowledge and at the time of
preparation of this Registration Document, there was no service
agreement between themembers of theSupervisoryBoardor the
Management Company and the issuer or any of its subsidiaries
that provides for benefits upon termination of said agreement,
other than the service agreements mentioned in this document
and theManager’s remuneration as described inArticle 17.1 of the
Company’s Articles of Association (section 2.2.2).
2.1.3
SUPERVISORY BOARD
ROLE OF THE SUPERVISORY BOARD
The Company’s Articles of Association stipulate that the
SupervisoryBoardprovidesongoingsupervisionoftheCompany’s
management and decides on the allocation of net income to be
proposed to shareholders. The Management Company consults
theSupervisoryBoardon theevaluation rules applying toportfolio
companies andanypotential conflicts of interest. Anyamendment
to the co-investment agreement between theCompany andApax
Partners SAmust be authorisedby the SupervisoryBoard, having
reviewed the Management Report, by a two-thirds majority vote
of members present or represented (Article 20.4 of the Articles
of Association).
COMPOSITION OF THE SUPERVISORY BOARD
The composition and role of the Supervisory Board are described
in Articles 18 to 20 of the Company’s Articles of Association and
summarised below:
Summary:
the Company has a Supervisory Board with 3-12 members.
Its members are selected from among the shareholders
who are not acting in the capacity of general partner, legal
representative of the general partner, or Manager. The term of
themembers of the Supervisory Board is two years (Article 18).
Nevertheless, shareholders voted at the Ordinary General
Meeting of 29March 2012 to amend the Articles of Association
to allow the appointment of one or more Supervisory Board
members for a term of one (1) year, for the sole purpose of
implementing or maintaining staggered terms for Supervisory
Board members;
no individual over the age of 70 May be appointed to the
Supervisory Board if that person’s appointment would bring
the proportion of members over the age of 70 above one-third
(Article 18);
in the event a seat becomes vacant due to death or resignation
of one or more members of the Supervisory Board, the Board
may appoint a temporary replacement within three months of
the date the vacancy occurred (Article 18);
the Board appoints an individual from among its members to
act as Chairman. In the event of the absence of the Chairman,
the oldest member of the Board fulfils the Chairman’s role
(Article 19);
the Supervisory Board meets at the request of the Chairman
or the Management Company. Notices of meeting may be
communicated using any means establishing proof of notice
by commercial standards at least five days prior to themeeting,
unless the Board members unanimously agree to a shorter
period. The Manager must be invited to meetings and may sit
inonSupervisoryBoardmeetingswithout the right tovote. One
or more non-voting members appointed by the shareholders
may also attend Supervisory Board meetings in an advisory
capacity (Article 19);
the Supervisory Board may not take decisions unless at least
half of its members are present or represented (Article 19);
COMPOSITION OF THE SUPERVISORY BOARD
AS OF 31 DECEMBER 2016
Jean-Hugues Loyez is Chairman of the Supervisory Board. The
other members of the Supervisory Board are: Marleen Groen,
Sophie Etchandy-Stabile, Jean Besson, Gérard Hascoët, et
Philippe Santini.
The members of the Supervisory Board are:
Jean Besson
Sophie Etchandy-Stabile
Marleen Groen
Gérard Hascoët
Jean-Hugues Loyez
Philippe Santini
For the purpose of their appointment, the members of the
Supervisory Board are domiciled at the Company’s principal
office: 1, rue Paul Cézanne, 75008 Paris (France).
MarleenGroen, SophieEtchandy-Stabile, Jean-Hugues Loyez and
Philippe Santini are considered to be independent according to
the criteria of theAfep-Medef Code applied by the Company and
described in the report of theChairman of the SupervisoryBoard.
78
REGISTRATION DOCUMENT
1
ALTAMIR 2016