CORPORATE GOVERNANCE
2
Report of the Chairman of the Supervisory Board
More than half of the Boardmembers are independent, in accordance with the requirements in paragraph 8.5 of the Afep-Medef Code
and reiterated in the table below.
According to the Afep-Medef Code criteria, the following Supervisory Board members are considered independent:
Independence criteria
Jean
Besson
Gérard
Hascoët
Philippe
Santini
Jean-
Hugues
Loyez
Sophie
Etchandy-
Stabile
Marleen
Groen
Reasons
for non-
compliance
He/she must not be, or not have
been in the last five years:
an employee or executive
corporate officer of the Company,
or an employee, executive
corporate officer or director of
either a company consolidated
by the Company, or of its parent
company or of a company
consolidated by the parent
company,
an executive corporate officer of
a company in which the Company
holds, directly or indirectly, an
appointment as a Board member,
or in which a Company employee
or executive corporate officer
holds an appointment as a Board
member (either currently or in the
last five years).
Yes
Yes
Yes
Yes
Yes
Yes
/
Not be a major customer, supplier,
or corporate or investment banker
of the Company or of its Group,
nor carry out a significant proportion
of its business with the Company
or its Group.
Yes
Yes
Yes
Yes
Yes
Yes
/
Not have close family ties
with a corporate officer
Yes
Yes
Yes
Yes
Yes
Yes
/
Not have been a Statutory Auditor
of the Company in the last five years
Yes
Yes
Yes
Yes
Yes
Yes
/
Not be a member of the Board of
the Company for more than 12 years
No
No
Yes
Yes
Yes
Yes
/
Not be a controlling shareholder
of the Company or its parent
company (10% threshold of share
capital or voting rights)
Yes
Yes
Yes
Yes
Yes
Yes
/
CONCLUSION
NOT
INDE-
PENDENT
NOT
INDE-
PENDENT
INDE-
PENDENT
INDE-
PENDENT
INDE-
PENDENT
INDE-
PENDENT
* Executive corporate officers include the Chairman & CEO, the CEO, and the deputy CEOs of sociétés anonymes (public limited liability companies) with a Board
of Directors, the Chairman and members of the Executive Board of sociétés anonymes with an Executive Board and a Supervisory Board, and the presidents of
French partnerships limited by shares.
Two members of the Board, Jean Besson and Gérard Hascoët,
have been members of the Supervisory Board since 16 April
1996 and 28 April 2004, respectively. Therefore, they are not
considered independent because they do not meet the Afep-
Medef Code criterion that requires less than 12 years of seniority.
However, the Supervisory Board notes that Mr Besson and Mr
Hascoët have always acted independently and continue to do so,
and that their contribution to the Board is essential for Altamir.
NoBoardmember had a business relationshipwith the Company
during the course of the year under review.
It is specifically noted that Jean-Hugues Loyez, Chairman of
the Supervisory Board, is independent with regard to the Afep-
Medef Code criteria. He had no business relationship with the
company during the past year. In addition, he received no variable
remuneration in cash or securities, nor any remuneration tied to
the Company’s performance.
92
REGISTRATION DOCUMENT
1
ALTAMIR 2016