96 / 182
WWW.ALTAMIR.FR
CORPORATE GOVERNANCE
2
Report of the Chairman of the Supervisory Board
2.4.2
INTERNAL CONTROL PROCEDURES
IMPLEMENTED BY THE COMPANY
GENERAL FRAMEWORK
Apax Partners and Altamir use the internal control principles
described in the COSO (Committee of SponsoringOrganizations
of the Treadway Commission) report as a guideline.
COSO defines internal control as follows:
“Internal control is a process, effected by an entity’s Board of
Directors, management andother personnel, designed toprovide
reasonable assurance regarding the achievement of objectives in
the following categories:
effective and efficient operations;
accuracy of financial reporting; and
compliance with laws and regulations.”
The report also details the components of internal control:
“control environment;
risk assessment;
control activities: adopting standards and procedures that
contribute to ensuring that management’s priorities are
implemented;
information and communication: relevant informationmust be
identified, capturedandcommunicated ina formand timeframe
that enables people to carry out their responsibilities;
monitoring: internal control systems must themselves be
monitored – a process that assesses the quality of the system’s
performance over time.”
An internal control system designed to address the objectives
described above does not guarantee that the objectives set will
be achieved, because any procedure has inherent limits.
Concerning effective and efficient operations, Apax Partners
and Altamir have a three-part objective: 1) identify and carry out
the best investments possible in line with the Group’s strategy,
2) oversee the performance of the companies in the portfolio
and adhere to the plan approved with their managers, 3) protect
its own assets or assets under management by controlling cash
flows, financial instruments and securities in the portfolio.
Altamir invests either on a
pari passu
basis with the funds
managed by Apax Partners SA, or as an investor in the Apax
France VIII-B and Apax France IX-B funds managed by Apax
Partners MidMarket SAS, and in the Apax VIII LP and Apax IX
LP funds advised by Apax Partners LLP. Occasionally, Altamir
co-invests with the fundsmanaged by Apax Partners MidMarket
and Apax Partners LLP.
The procedures relating to Altamir are therefore inextricably
linked to those of Apax Partners.
In the remainder of this document, unless otherwise specified,
the term“Company” refers to bothApax Partners and toAltamir.
In line with the framework, in 2003, the Company inventoried
all existing procedures, updating and adding to them before
publishing an initial manual of procedures and internal control.
The manual was updated in 2015 and notes on operations
intended for internal use were added. It continues to be updated
periodically.
MEASURES TAKEN IN 2016
The Company made progress in several areas:
an external team continued to perform periodic internal
controls;
efforts to combat money-laundering and terrorist financing
continued.
A. Continued periodic controls of internal control
and the correct application of the regulations
specific to SCRs (quotas)
Controls carried out during the year included the following:
ensuring the staff at Apax Partners adhered to the Code of
Ethics, especially regarding personal investments;
monitoring legal registers;
adhering to regulatory ratios applicable to SCRs;
adhering to the regulations governing voting at Annual General
Meetings;
monitoring short-term investments of cash;
ensuring compliance in howprocedures for combatingmoney-
laundering and terrorist financing are applied;
monitoring the corporate officer responsibilities of Apax
Partners’ staff;
verifying that themethods used toprevent and resolvepotential
conflicts of interest are in compliance.
No significant anomalies were detected. The procedures will,
however, continue to be strengthened in all the areas identified.
It should be noted that Article 242
quinquies
, paragraph II of the
French Tax Code andArticle 171 AS bis of Appendix II introduced,
as of 31 December 2006, a detailed statement enabling the tax
authority to check that SCRs adhere to the 50% quota imposed
on them. The statement was duly filed with the tax authorities
and complies with the detailed calculations the Company had
already made.
96
REGISTRATION DOCUMENT
1
ALTAMIR 2016