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CORPORATE GOVERNANCE
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Report of the Supervisory Board
2.3.4
REPURCHASE OF ORDINARY
SHARES
The Supervisory Board has considered the repurchase of shares
by the Company.
From a legal perspective, the Supervisory Board cannot
authorise a share repurchase, only the shareholders can, and they
may grant such an authorisation to the Management Company
at their Annual General Meeting.
Aside from the legal aspects, the Supervisory Board’s opinion
is that the way to minimise the discount is through consistent,
long termperformance, a constant and attractive dividend, clear
and open communication, rigorous valuation methods and the
absence of leverage at the Company level.
The draft resolution related to the share repurchase programme
specifies that the sole purpose of the programme is to ensure an
activesecondarymarketforthesharesthroughaliquidityagreement.
2.3.5
STATUTORY AUDITORS
At the General Meeting on 28 April 2017, in accordance with the
Audit Committee’s recommendations, the SupervisoryBoardwill
propose the renewal of EY’s appointment as StatutoryAuditor for
a period of six financial years, given their extensive knowledge of
the company and its particular characteristics.
However, shareholders will be asked to neither renewnor replace
Auditex as alternate statutory auditor, since the 9December 2016
Sapin II law eliminated the requirement (Article L. 823-1 of the
French Commercial Code) to designate an alternate statutory
auditorwhen the incumbent StatutoryAuditor is not an individual
or single-person company.
2.3.6
CORPORATE BODIES
At theGeneral Meetingon28April 2017, shareholderswill be asked
to approve the renewal of the terms of the following Supervisory
Board member for two years:
Marleen Groen
Gérard Hascoët
Philippe Santini.
Since theGeneral Meetingof 23April 2015, the SupervisoryBoard
has been composed of two women and four men, in compliance
with the rules concerning gender parity.
2.3.7
SHARE LIQUIDITY
In 2016, Altamir used its share repurchase programme tomaintain
the share’s liquidity and to ensure secondarymarket activity. You
will be asked to approve a new share repurchase programme at
the General Meeting. It will be carried out for the same purpose.
2.3.8
REGULATED AGREEMENTS
The Supervisory Board has established that the only regulated
agreement in force since 2006, concerning the investment
advisory agreement between Altamir and Apax Partners SA,
remained unchanged during the previous financial year (detailed
information about this agreement is provided in the Registration
Document). This regulated agreement is described in the
Statutory Auditors’ special report.
The Board re-examined this agreement at itsmeeting on 6March
2017, determined that it was in theCompany’s interest tomaintain
it, and so informed the Statutory Auditors.
No new agreements will be submitted for shareholder approval
at the General Meeting of 28 April 2017.
TheBoardhasnoknowledgeof anyconflict of interest between the
Company and any Board member or the Management Company.
2.3.9
CORPORATE GOVERNANCE
The Supervisory Board of Altamir is made up of a majority of
independent members.
As of 31 December 2016, the Boardmembers held, either directly
or indirectly, 250,339 shares of the Company.
Several measures have been taken to ensure that the Supervisory
Board is able to completely fulfil its duties.
Financial Year
Income not eligible for exclusion
Income eligible
for exclusion
Dividends
Other income
distributed to the
general partners
2013
€23,422,269
(1)
€793,111
-
2014
€28,250,553
(2)
€1,110,489
-
2015
€25,668,465
(3)
€580,175
(1) Comprising dividends of €7,137,999 for holders of Class B preferred shares and dividends of €16,284,270 for ordinary shareholders, noting that the latter sum
includes the amount of the dividend relating to treasury shares, which is not distributed, and is instead allocated to retained earnings.
(2) Comprising dividends of €9,994,402 for holders of Class B preferred shares and dividends of €18,256,151 for ordinary shareholders, noting that the latter sum
includes the amount of the dividend relating to treasury shares, which is not distributed, and is instead allocated to retained earnings.
(3) Comprising dividends of €5,221,576 for holders of Class B preferred shares and dividends of €20,446,889 for ordinary shareholders, noting that the latter sum
includes the amount of the dividend relating to treasury shares, which is not distributed, and is instead allocated to retained earnings.
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REGISTRATION DOCUMENT
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ALTAMIR 2016