2005 Annual Report - Touax

ers of the Supervisory Board, except for Raphaël
and Fabrice WALEWSKI, who were appointed as
Managers.
In September the company ALMAFIN resigned as a
member of the Supervisory Board following a
change in the policy of the KBC Group (parent company
of Almafin), which decided to divest its holding
in TOUAX.
In January 2006, the General Meeting of
Shareholders approved the appointment of Yves-
Claude ABESCAT, representing SALVEPAR, as a
member of the Supervisory Board. This appointment
followed the acquisition by SALVEPAR of a holding in
the TOUAX Group.
The Supervisory Board currently comprises seven
members. They are appointed by the General
Meeting of Shareholders for a period of one year.
They are selected exclusively from among the shareholders
who are not general partners.
Two of the seven members of the Supervisory Board
are considered to be independent, having regard to
the criteria specified in the Viénot II report, incorporated
in the AFEP/MEDEF report. These reports on
corporate governance specify that a member of the
Supervisory Board is independent and free of interests
when “he has no relationship of any kind whatsoever
with the corporation or its group that is such
as to jeopardize exercise of his or her free judgment”.
A time factor is also added to this definition:
“not having been a director or board member for
more than 12 years”.
The members of the Supervisory Board do not form
part of the workforce of the Group.
Organization of the Supervisory Board
The Chairman organizes the work of the Board. In
addition to the compulsory meetings (examination of
the full-year and half-yearly financial statements
approved by the Managers), meetings are held as
required by the course of business.
In accordance with the provisions of the law and the
articles of association, the Supervisory Board carries
out continuous supervision of the management
of the company.
The Chairman:
2 receives the documents prepared by the internal
departments within the company under the authority
of the Managers;
2 organizes and directs the work of the Supervisory
Board;
2 ensures that the members of the Board are able
to perform their mission and ensures in particular
that they have the information and documents
necessary in order to accomplish their mission;
2 ensures that the representatives of the personal
representation bodies are regularly convened and
have access to the information and documents
necessary in order to accomplish their mission.
The Supervisory Board is assisted by an Audit
Committee.
Operation of the Supervisory Board
Meetings of the Supervisory Board are convened by
the Chairman 15 days in advance by ordinary letter.
The Supervisory Board met on one occasion in the
past financial year. TOUAX was converted into a partnership
limited by shares on 28 July 2005. The
Supervisory Board has not existed for a full year. The
participation rate was 100%.
The statutory auditors are invited to attend all the
meetings of the Supervisory Board at which it examines
the full-year or half-year financial statements.
The directors of the company are subject to the
regulations on insider dealing.
Reports of meetings of the Supervisory Board
The Supervisory Board appoints its secretary for
each meeting. The minutes of each meeting are
drawn up by the Secretary to the Board. They are
approved by the Chairman, who submits them for
the approval of the subsequent Board meeting. They
are then retranscribed in the minutes register after
being signed by the Chairman and a member of the
Board.
The board met on 28 September 2005 for the purpose
of:
2 electing its Chairman,
2 forming an Audit Committee,
2 analyzing and assessing the consequences of the
accounting methods adopted for the preparation of
financial statements under IFRS
2 examining, analyzing and inspecting the financial
statements for the first half of 2005.
The consolidated financial statements for the first
half of 2005 were presented by the Managers. The
Supervisory Board read the financial communication,
on which it expressed its opinion.
The Supervisory Board was also given specific presentations
by the Managers on the planned capital
increase.
Remuneration of the Supervisory Board
The remuneration of the Supervisory Board amounted
to €22,666 in 2005, in accordance with the directors’
fees specified by the Extraordinary General
Meeting of 30 June 2005. This amount was €51,000
for the 2005, calculated on a pro rata basis in proportion
to the number of months in the year.
The Ordinary General Meeting of 28 June 2006 will
propose that the amount of remuneration be maintained
at €51,000 for 2006.
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