2005 Annual Report - Touax

Administrative, management
and supervisory bodies 39
Remuneration and benefits
Remuneration paid to company officers 39
Pensions and other benefits 40
Operation of the administrative
and management bodies 40
Employees
Composition of the workforce 41
Profit-sharing and stock options 41
Industrial relations policy 41
Employee participation in the capital 41
Main shareholders 42
Related party transactions 45
Financial information concerning
the assets, financial position
and results of the issuer
Consolidated financial statements 46
Statutory auditors
Report of the statutory auditors to the shareholders –
Consolidated financial statements 110
Auditors’ fees 111
Dividend distribution policy
History of dividend distribution 112
Legal and arbitration proceedings 112
Significant change in the financial
or commercial situation 112
Additional information
Share capital 113
Subscribed capital 114
Shares not representing capital 114
Composition of the capital 114
Potential capital 114
Stock market data 114
Historical background 114
The TOUAX share price 114
Share transactions in the last 18 months 115
Provisions of the articles of association 116
Significant contracts 118
Information from third parties,
experts’ statements and declarations
of interest 118
Documents accessible to the public 118
Information on participating interests 118
Reports of the Managers
Management report 119
Special report of the managers
concerning options 128
Special report of the Managers
on the share repurchase program 128
1. Date of the general meeting of shareholders
convened to authorize the repurchase program 128
2. Review of the previous repurchase program 128
3. Objective of the repurchase program 129
4. Conditions 129
5. Term of the contract 129
Report of the Supervisory Board
and of the Chairman
of the Supervisory Board
Report of the Supervisory Board 130
Report of the Chairman of the
Supervisory Board to the shareholders 131
Report of the Statutory Auditors to the
Partners on the report of the Chairman
of the Supervisory Board concerning
the internal control procedures relating
to the production and processing
of financial accounting information 139
Recent press releases
Press release of 27 January 2006 140
Press release of 13 February 2006 140
Press release of 15 May 2006 141
DRAFT RESOLUTIONS 142
GLOSSARY 147
annual report 2005
149