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CORPORATE GOVERNANCE
2
Remuneration and benefits of managers and directors
SERVICE CONTRACT FOR ACCOUNTING,
INVESTOR RELATIONS AND FINANCIAL
SERVICES
On 9 July 2013, the Company signed a services agreement with
Altamir Gérance, which replaced certain previous agreements.
The new agreement covers Company accounting, portfolio
accounting, CFO functions and shareholder/investor relations.
The financial terms of this agreement are set out below:
annual fees in payment for accounting services provided to
the Company and accounting management of the portfolio
are defined based on the effective cost of a full-time qualified
accountant and a full-time administrative employee (based
on actual costs determined by consulting external service
providers);
the CFO service charge is billed at actual annual cost (salary
+contributions+pro ratashareof businessexpenses) calculated
on the basis of the time spent by the relevant person (based
on a time sheet);
the cost billed for shareholder and investor relations service
charges corresponds to the actual cost of the relevant person
(salary + contributions + pro rata share of business expenses).
The cost of these services amounted to€686,477 including taxes
for the financial year 2016.
This agreement was reviewed by the Statutory Auditors and
appears in their report (see section 4.5.1).
2.2.3
REMUNERATION OF THE GENERAL
PARTNER AND CLASS B
SHAREHOLDERS
In accordancewith private equity industry common practice, the
general partner and his teams receive 20% of net gains (carried
interest) as per the Articles of Association. This 20% is allocated
as follows:
a)
pursuant toArticle25of theArticles of Association, thegeneral
partner receives a dividend equal to 2% of the adjusted net
income of each financial year. The formula for converting net
income as reported on the statutory financial statements to
adjusted net income is detailed in section 4.4;
b)
pursuant to Article 25 of the Articles of Association, holders
of Class B shares have the right to receive a dividend equal
to 18% of the adjusted net income of each financial year. The
formula for convertingnet income as reportedon the statutory
financial statements to adjusted net income is detailed in
section 4.4. The holders of Class B shares are all employees
or executives of Apax Partners France.
At their General Meeting of 28 April 2017, shareholders will be
asked to approve an amendment to the Articles of Association
introducing a hurdle rate for the calculation of carried interest on
the co-investments made by the Company since 2013.
The remunerationpaid to theManagement Companyand to theadvisory company, ApaxPartners SA, with respect to2016was as follows:
(euros)
2016
2015
Gross amount excl. VAT (1)
10,789,725
9,957,696
Board attendance and other fees received by Apax Partners SA or Altamir
Gérance (2)
excl. VAT
-507,646
-47,912
Fees deducted with respect to Apax France VIII-B (3)
excl. VAT
-3,234,318
-2,487,092
Fees deducted with respect to Apax France IX-B (4)
excl. VAT
-642,554
Fees deducted with respect to Apax VIII LP (5)
excl. VAT
-584,438
-406,491
Fees deducted with respect to Apax IX LP (6)
excl. VAT
-20,761
Fees deducted with respect to co-investments (7)
excl. VAT
-8,459
NET FEES (1)+(2)+(3)+(4)+(5)+(6)+(7)
EXCL. VAT
5,791,549
7,016,201
Divided between:
Altamir Gérance (5%)
excl. VAT
77,942
353,206
Apax Partners SA (95%)
excl. VAT
5,173,607
6,662,995
85
REGISTRATION DOCUMENT
1
ALTAMIR 2016