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CORPORATE GOVERNANCE
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Report of the Chairman of the Supervisory Board
Themembers of the SupervisoryBoard receivedno remuneration
other than the attendance fees detailed in the above table.
There are no individual corporateofficers other than themembers
of the Supervisory Board.
As a French partnership limited by shares, Altamir is governed
by a Management Company, Altamir Gérance, which is also its
sole general partner.
The rules governing the Management Company’s remuneration
can be found in the Company’s Articles of Association and this
Registration Document.
The rules governing the allocation of dividends to the general
partner and Class B shareholders can be found in the Company’s
Articles of Association and this Registration Document.
The Company has no stock option or bonus share plan in place.
The Supervisory Board has decided to give shareholders an
advisory vote on corporate officers’ remuneration (“say on pay”),
in accordance with:
the recommendation in paragraph 24.3 of the Afep-Medef
corporate governance code of November 2015, which
constitutes the Company’s reference code;
theAMF’sposition-recommendation2014-14on thepreparation
of Registration Documents.
As a Frenchpartnership limitedby shares, Altamir is not subject to
the new provision established by the Sapin II law of 9 December
2016, which requires a vote on the determination of remuneration
policy.
Consequently, at their 28April 2017General Meeting, Shareholders
will be asked to express a favourable opinion on the remuneration
payable or attributed to Maurice Tchenio, legal representative of
Altamir Gérance, Management Company, and to Jean-Hugues
Loyez, Chairman of the Supervisory Board, for the financial year
ended 31 December 2016, as presented in the Report of the
Supervisory Board.
OTHER ELEMENTS OF GOVERNANCE
Altamir applies the Afep-Medef Corporate Governance Code for
listed companies, published in December 2008 and updated in
April 2010, June 2013, November 2015 and November 2016. The
Code can be found at:
www.medef.com.
Limitations on the powers of the Management
Company – Supervisory Board’s role
In accordancewith the provisions of Article 20.4 of theArticles of
Association and Article 1.1 of the Supervisory Board’s Rules of
Procedure, any amendment to the co-investment agreement
between theCompany andApax Partners SAmust be authorised
by the Supervisory Board, having reviewed the Management
Report, by a two-thirds majority vote of members present or
represented.
In accordancewith the provisions of Article 20.3 of theArticles of
Association and Article 1 of the Supervisory Board’s Rules of
Procedure, the Management Company consults the Supervisory
Board:
on the applicationof valuation rules toportfolio companies, and
on any potential conflicts of interest.
In addition, pursuant to Article 1.1 of the Supervisory Board’s
Rules of Procedure, the Management Company also consults
the Supervisory Board prior to the acceptance of any new
appointment in another listed company.
Potential conflicts of interest between
the management and supervisory bodies
The Board has no knowledge of any conflict of interest between
the Company and any Board member or the Management
Company.
To the Supervisory Board’s knowledge, there are no potential
conflicts of interest.
To the best of the Company’s knowledge, the directors have
no ownership interest in the companies in Altamir’s portfolio,
with the exception of one company in which Altamir and the
fundsmanaged byApax Partners SAwereminority shareholders
(Aprovia, whose Chairman is Mr. Santini and the last shares of
which were sold in 2007; Altamir held only 0.55% of the capital)
and the securities of listed companies for which they filed the
customary statements with the Compliance and Internal Control
Officer of Apax Partners.
The Board’s Rules of Procedure explain how conflicts of interest
are to be avoided. They state that:
“In the event that a conflict or potential conflict between the
Company’s interest and the Board member’s direct or indirect
personal interest arises, the Supervisory Board member in
question must:
disclose the conflict of interest to the Board as soon as he/she
becomes aware of it; and
fully assume any consequences this may have on his/her
function. Depending on the circumstances, he/she must:
abstain from participating in the vote on the corresponding
deliberation,
not participate in Supervisory Boardmeetings as long as he/
she is in a position of conflict of interest, or
step down from his/her function as a member of the
Supervisory Board.
Any Supervisory Board member failing to abide by the rules
of abstention or resignation from one’s functions may be held
personally liable.
Furthermore, if the Chairman of the Supervisory Board and the
Manager have a compelling reason to believe that one or more
of the Supervisory Board members face a conflict of interest,
they are under no obligation to communicate information or
documents pertaining to those conflicting topics, and they will
informthe Supervisory Board that such information has not been
communicated.”
Procedure for taking part in Annual General
Meetings
The procedure for taking part in the Annual General Meetings is
described in Article 23 of the Company’s Articles of Association.
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REGISTRATION DOCUMENT
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ALTAMIR 2016