Altamir - Registration Document 2016

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CORPORATE GOVERNANCE 2 Report of the Chairman of the Supervisory Board
Organisation and operating procedures
of the Audit Committee
In2016, theAuditCommitteemet four times toverify theCompany
financial statements and review the internal control procedures
implementedby theManagement Company. The attendance rate
at these meetings was 100%.
In fulfilment of its duties, which primarily consisted in reviewing
the statutory and consolidated financial statements, analytical
cost reports, portfolio company valuations and management
report, the Audit Committee met with the Statutory Auditors
and Finance Department at the end of each quarterly financial
reporting period. It also met with PCI, the Company undertaking
internal control on behalf of the Apax Partners management
companies.
The Audit Committee’s work covered each of the items listed in
Article L. 823-19 of the French Commercial Code and the 22 July
2010 report of the AMF working group chaired by Mr. Poupart-
Lafarge. This entailed overseeing:
theprocedure forpreparing financial information,withparticular
attention to the valuation of companies in the portfolio;
the effectiveness of the internal control and risk management
systems;
the audit of statutory and consolidated financial statements by
periodically interviewing auditors on their work, in particular
on their audit of how securities are valued;
the independence of Statutory Auditors.
The Committee systematically reviewed:
statutory financial statements;
IFRS financial statements;
analytic dashboards;
valuation rules;
monitoringof theperformanceof portfoliocompanies (EBITDA,
debt) as the underpinning for their valuation using peer-group
multiples;
the correct application of internal control procedures by Apax
Partners SA for the portion of its business activity that consists
in providing investment advisory services to Altamir.
The Committee regularly reported its findings to the Supervisory
Board.
In 2017, the Audit Committee will continue to meet each quarter
before the accounts are closed for that period. It will take all
assignmentsmentioned in laws and regulations into account. The
Audit Committee can request:
a presentation from the Statutory Auditors underlining the key
points from the legal audit and accounting methods chosen;
a presentation by the CFO on the Company’s financial results,
risks and significant off-balance-sheet commitments;
informationon the selectionprocedure used to renewthe terms
of the Statutory Auditors;
a meeting with the Statutory Auditors, CFO, and head of
accounting,
a meeting with internal audit and risk control managers,
advice from external experts.
Organisation and operating procedures of
the 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.
The Nomination and Remuneration Committee met for the first
time on 2 November 2016 and discussed the following items:
the introduction of a hurdle rate on co-investments due to
shareholders before payment of any carried interest to Class
B shareholders. This issue will be included on the agenda for
the Company’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 regardingAudit Committee independence and
Board member tenure, Gérard Hascoët resigned from the Audit
Committee, while remaining amember 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.
REMUNERATION OF CORPORATE OFFICERS
Attendance fees pertaining to 2015 and paid in 2016 totalled
€260,000 (allocated€260,000). Theywerepaidaccording to the
allocation rules approved by the Supervisory Board on 4 March
2014, as follows:
40% unconditionally (fixed portion);
60% depending on attendance (variable portion):
if themember attendsmore than 80%of themeetings: 100%
of the variable portion,
if themember attendsbetween50%and80%of themeetings:
a pro rata amount based on attendance,
if the member attends less than 50% of the meetings: no
variable portion.
Thus, the variable portion of attendance fees has a heavier
weighting than the fixed portion in accordance with the Afep-
Medef Code recommendations.
94 REGISTRATION DOCUMENT 1 ALTAMIR 2016