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CORPORATE GOVERNANCE

2

Report of the Chairman of the Supervisory Board

2.4

REPORT OF THE CHAIRMAN

OF THE SUPERVISORY BOARD

ON THE CONDITIONS UNDERWHICH THEWORK OF THE SUPERVISORY BOARD

WAS PREPARED AND ORGANISED AND ON THE INTERNAL CONTROL PROCEDURES

IN PLACEWITHIN THE COMPANY

Pursuant to Article L. 226-10-1 of the French Commercial Code,

the Chairman of the Supervisory Board of a French partnership

limited by shares, whose headquarters are located in France

and whose securities are admitted to trading on a regulated

market, must report on the composition of the Board and on the

applicationof theprincipleof balanced representationofmen and

women thereon. TheChairmanmust also report on the conditions

underwhich thework of theBoardof Directors or the Supervisory

Board was prepared and organised and on the internal control

and risk management procedures in place within the Company.

The report was prepared by the Chairman of the Board together

with the Company’s internal departments. It was subsequently

examined by the Audit Committee during its meeting of 6 March

2017.

The report was submitted to the Supervisory Board for approval

on 6 March 2017 and transmitted to the Statutory Auditors.

2.4.1

CONDITIONS FOR THE

PREPARATION ANDORGANISATION

OF THE BOARD’S PROCEEDINGS –

CORPORATE GOVERNANCE

Please refer to section 2.1.3.

COMPOSITION OF THE SUPERVISORY BOARD

Supervisory Board is composed of six members:

Jean-Hugues Loyez, Chairman of the Supervisory Board;

Jean Besson, Chairman of the Audit Committee;

Sophie Etchandy-Stabile;

Marleen Groen, Member of the Audit Committee;

Gérard Hascoët, Member of the Audit Committee;

Philippe Santini.

There was no change in the composition of the Supervisory Board during 2016.

Board member

Nationality

Gender

Independence

status

Audit Committee

membership

Attendance rate

Expiration of

appointment

Jean-Hugues Loyez

French

Male

Independent

No

100%

General Meeting

held in 2018

Jean Besson

French

Male

Not Independent

Yes

100%

General Meeting

held in 2018

Marleen Groen

Dutch

Female

Independent

Yes

86%

General Meeting

on 28 April 2017

Sophie Etchandy-

Stabile

French

Female

Independent

Yes, since 2

February 2017

57%

General Meeting

held in 2018

Philippe Santini

French

Male

Independent

No

86%

General Meeting

on 28 April 2017

Gérard Hascoët

French

Male

Not Independent

No, since 2

February 2017

100%

General Meeting

on 28 April 2017

The Board includes two women and four men, a female/male proportion that is consistent with legal provisions (Art. L. 225-18-1 of the

French Commercial Code).

The members of the Supervisory Board are all French nationals except for Ms Groen, who is Dutch.

91

REGISTRATION DOCUMENT

1

ALTAMIR 2016