Altamir - Registration Document 2016

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CORPORATE GOVERNANCE 2 Company management and governing bodies
SUPERVISORY BOARD RULES OF PROCEDURE
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.
AUDIT COMMITTEE
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).
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.
NOMINATION AND REMUNERATION
COMMITTEE
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.
80 REGISTRATION DOCUMENT 1 ALTAMIR 2016