2005 Annual Report - Touax

Report of the Supervisory Board
and of the Chairman of the Supervisory Board
annual report 2005
The directors’ fees were allocated 50% in the form of a
fixed fee and 50% as a function of actual attendance at
meetings of the Supervisory Board. The Chairman of
the Supervisory Board receives double directors’ fees.
Remuneration Committee
A Remuneration Committee comprising two members
of the Board of Directors had been established
to decide on the remuneration of the Chairman and
Chief Executive Officer and the Deputy Chief
Executive Officer. This Remuneration Committee
ceased to exist upon the conversion of the company,
since the remuneration of the managers is specified
in the articles of association.
Current offices held
By way of a preliminary note, it is recorded that:
2 the gross remuneration of the officers of the company
in 2005 amounted to €664,400.
2 no assets operated by the company belong to
directors or their families.
Raphaël WALEWSKI – Manager
Date of appointment:
• Director in 1994
•Chief Executive Officer in 1999, 2001, 2003 and 2004
• Chairman in 1998, 2000, 2002 and 2004
• Deputy Chief Executive Officer in 2005 and then
Manager
Age 39 years
Director of the following Group companies:
EUROBULK TRANSPORTMAATSCHAPPIJ BV, GOLD
CONTAINER Corporation, GOLD CONTAINER GmbH,
MARCHTEN/THG MODULAR LEASING Corporation
WORKSPACE PLUS D/B/A, INTERFEEDER-DUCO-
TRA BV, SIKO CONTAINERHANDEL GmbH, SIKO
POLSKA Sp.z.o.o, TOUAX BV, TOUAX ESPAÑA SA,
TOUAX CONTAINER LEASE RECEIVABLES
Corporation, TOUAX Corporation, TOUAX EQUIP-
MENT LEASING Corporation, TOUAX FINANCE Inc.,
TOUAX LPG SA, TOUAX NV, TOUAX ROM SA.
His term of office expired on 28 July 2005.
Raphaël WALEWSKI holds 407,402 shares of TOUAX
SCA.
Fabrice WALEWSKI – Manager
Date of appointment:
• Director in 1994
• Chief Executive Officer in 1998, 2000, 2002 and 2005
• Chairman in 1999, 2001, 2003 and 2005
• Deputy Chief Executive Officer in 2004
Age 37 years
Director of the following Group companies: RAIL
INVESTMENT Ltd, GOLD CONTAINER Corporation,
MARCHTEN/THG MODULAR LEASING Corporation
WORKSPACE PLUS D/B/A, SIKO CONTAINERHAN-
DEL GmbH, SIKO POLSKA Sp.z.o.o, TOUAX BV,
TOUAX ESPAÑA SA, TOUAX CONTAINER LEASE
RECEIVABLES Corporation, TOUAX Corporation,
TOUAX EQUIPMENT LEASING Corporation, TOUAX
FINANCE Inc., TOUAX LPG SA, TOUAX RAIL Ltd,
TOUAX ROM SA, TOUAX RAIL ROMANIA SA.
His term of office expired on 28 July 2005.
Fabrice WALEWSKI holds 419,562 shares of TOUAX
SCA.
Alexandre WALEWSKI
Chairman of the Supervisory Board
Date of appointment:
• Director in 1977
• Chairman and Chief Executive Officer from July
1977 to December 1997
Age 72 years
His term of office expired on 28 July 2005.
Alexandre Walewski was appointed as a member of
the Supervisory Board at the Extraordinary General
Meeting of 30 June 2005 and was elected as
Chairman at the Supervisory Board meeting of 29
September 2005. His term of office expires at the
time of the next Ordinary General Meeting on 28
June 2006. It is proposed that his term of office be
renewed for one year at that meeting.
Alexandre WALEWSKI holds 440,701 shares of
TOUAX SCA.
Serge BEAUCAMPS
Member of the Supervisory Board
Date of appointment: Director in 1986
Age 82 years
His term of office expired on 28 July 2005.
Serge BEAUCAMPS was appointed as a member of
the Supervisory Board at the Extraordinary General
Meeting of 30 June 2005. His term of office expires at
the time of the next Ordinary General Meeting on 28
June 2006. It is proposed that his term of office be
renewed for one year at that meeting.
Serge BEAUCAMPS holds 3,068 shares of TOUAX
SCA.
Jean-Louis LECLERCQ
Member of the Supervisory Board
Date of appointment: Director in 1986
Age 74 years
Other offices held: SARL Navidor Chief Executive
Officer, SCI OUSTAL QUERCYNOIS Manager
l’HORDE OCCITAN Manager.
Jean-Louis LECLERCQ was appointed as a member
of the Supervisory Board at the Extraordinary
General Meeting of 30 June 2005. His term of office
expires at the time of the next Ordinary General
Meeting of 28 June 2006. It is proposed that his term
of office be renewed for one year at that meeting.
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