2010 annual report - touax group

More documents

Recommendations

Info

Annual report 2010 ➜ Compliance with the practices for corporate governance of the AFEP [French Association of Private Companies]/MEDEF [Movement of the French Enterprises] • In addition to legal requirements, the Group refers to the practices for corporate governance recommended by the AFEP [French Association of Private Companies]/MEDEF [Movement of the French Enterprises] and recorded in the Corporate Governance Code, revised on April 20, 2010. TOUAX applies them in particular by having independent members of the Supervisory Board and by organizing and setting the compensation of the Managing Partners and General Partners in the Articles of Association. This report is available on the Medef's website: www.medef.fr. The application of the recommendations and provisions relative to compensation of the corporate officers is presented in chapter15 of the reference document. • In accordance with Article L. 225-68 paragraph 8 of the French Commercial Code, this report specifies the provisions of the code that are not applied by the company. ❙ 1.1. General partners TOUAX is a partnership limited by shares under French law (SCA) with two General Partners as stated in the Articles of Association described in chapter 21 of the reference document. The general partners are SHGP (management & investment holding company), held by Fabrice WALEWSKI, and SHGL (leasing & management holding company), held by Raphaël WALEWSKI. The compensation of the General Partners is determined in the Articles of Association and approved by an Extraordinary General Meeting. It represents 3% of the Group’s share of consolidated net profit after tax, plus 1% of the TOUAX Group’s consolidated EBITDA, after deducting the leasing income due to investors. Based on the net income for the 2009 fiscal year, in 2010 it amounted to €457,800 for SHGP and €457,800 for SHGL. Since the General Partners are themselves corporations, no provisions have been set aside or recognized in respect of pensions or other benefits. It should be noted that in order to align the General Partners' interests with those of the company, the limited partnerships hold around €2m worth of equipment managed by the Group. These investments are governed by a Code of Practice which has been approved by the Supervisory Board. The General Partners receive the same conditions for management of their assets as those offered to third party investors. The revenues from such managed assets are not guaranteed by the Group; the management fees charged by the Group are the same as those charged on the market, and the assets are managed indiscriminately in existing equipment pools. ❙ 1.2. Management Board Since July 28, 2005 the partnership has been managed and administered by a Management Board made up of the two Managing Partners, Fabrice and Raphaël WALEWSKI. They were appointed at the Extraordinary General Meeting of June 30, 2005 for an unlimited period. They meet as a Board in order to take decisions. Alexandre WALEWSKI (Chairman of the Supervisory Board), Raphaël WALEWSKI and Fabrice WALEWSKI are first-degree relatives. In discharging their duties the Managing Partners are assisted by an Executive Committee and the senior management of the operational departments. The Managing Partners’ compensation is determined in the Articles of Association and approved by an Extraordinary General Meeting. It comprises a fixed portion, a variable portion, and a family separation allowance for business trips abroad. The compensation amount is presented in chapter 15 of the reference document, it being hereby stated that the corporate officers' compensation amounted to €720,500 in 2010. Article 11.5 of the Articles of Association stipulates that: Each Managing Partner’s annual compensation in connection with the general social security scheme is determined as follows: • a fixed portion amounting to €129,354, together with benefits in kind up to a limit of 15% of the fixed salary, it being specified that this amount does not include the attendances' fees, payments or repayments of expenses received by the Managing Partners in respect of corporate mandates or duties performed in any of the company's subsidiaries, up to a limit of €80,000 per Managing Partner; • A gross amount of €850 per day during business trips outside France, as a family separation allowance; • The General Partners may only adjust these amounts within the limit of the cumulative change in the annual inflation rate published by the French national institute of statistics and economic studies (INSEE). • A variable portion not exceeding 0.50% of the TOUAX Group’s consolidated EBITDA, after deducting the leasing income due to investors. For the purposes of this calculation, it is specified that the EBITDA is the consolidated gross operating surplus after deducting the net operating provisions. The General Partners are free to determine the methods of payment of the Managing Partners' compensation, and may limit its amount. The variable portion is paid, following the General Partners’ decision, within sixty (60) days of the General Meeting called to approve the financial statements. This compensation may be modified at any time by decision of the General Meeting of Shareholders on the proposal of the General Partners after consulting the Supervisory Board, provided both General Partners agree. All travel and entertainment expenses incurred by the Managing Partners in the interests of the company will be paid by the company. It should be noted that in order to align the Managing Partners' interests with those of the company, Fabrice and Raphaël WALEWSKI have invested in assets operated by the company worth around €1m. These investments are governed by a Code of Practice which has been approved by the Supervisory Board. 118
The managers receive the same conditions for management of their assets as those offered to third party investors. The revenues from such managed assets are not guaranteed by the Group; the management fees charged by the Group are the same as those charged on the market, and the assets are managed indiscriminately in existing equipment pools. 1.2.1. Raphaël WALEWSKI's current mandates Company offices: • Commencement dates: director in 1994 (mandate expired on July 28, 2005), • Chief Executive Officer in 1999, 2001, 2003 and 2005, • Chairman in 1998, 2000, 2002 and 2004, • Deputy CEO in 2005 until the company’s change of form on July 28, 2005, • Managing Partner of TOUAX SCA since 2005, • Age: 44, • A French citizen. Director or exercising mandates within the following Group's companies: TOUAX Construction modulaire SAS, TOUAX Solutions Modulaires SAS, TOUAX River barges SAS, Eurobulk Transportmaatschappij BV, TOUAX Rom SA, TOUAX Hydrovia, GOLD CONTAINER Corporation, GOLD CONTAINER FINANCE Corporation, GOLD CONTAINER LEASING Private LTD, GOLD CONTAINER Investment LTD, Interfeeder-Ducotra BV, TOUAX Modular Building USA Inc, SIKO Containerhandel GmbH, SIKO POLSKA Sp.zo.o., TOUAX Sk, TOUAX Sro, TOUAX BV, TOUAX Capital SA, TOUAX CONTAINER Lease Receivables Corporation, TOUAX Corporation, TOUAX Equipment Leasing Corporation, TOUAX Espana SA, TOUAX Finance Inc., TOUAX Leasing Corporation, Servicios Fluviales SA, TOUAX NV, TOUAX Rail Finance Ltd, TOUAX Rail Finance 2 Ltd, TOUAX Rail Investment Ltd, TOUAX Rail Investment Finance Ltd, TOUAX Rail Ltd. Chairman of SHGL (leasing & management holding company) and partner of SCI Franklin Location. Raphaël WALEWSKI did not directly hold any shares in TOUAX SCA as of December 31, 2010. 1.2.2. Fabrice WALEWSKI's current mandates Company offices: • Commencement dates: director in 1994 (mandate expired on July 28, 2005), • Chief Executive Officer in 1998, 2000, 2002 and 2004, • Chairman in 1999, 2001, 2003 and 2005 until the company’s change of form on July 28, 2005, • Deputy CEO in 2004, • Managing Partner of TOUAX SCA since 2005, • Age: 42, • A French citizen. Director or exercising mandates within the following Group's companies: TOUAX Corporate SAS, TOUAX Container Services SAS, Eurobulk Transportmaatschappij BV, GOLD CONTAINER Corporation, GOLD CONTAINER Finance Corporation, GOLD CONTAINER Leasing Private LTD, GOLD CONTAINER Investment LTD, Interfeeder-Ducotra BV, TOUAX Modular Building USA Inc, SIKO Containerhandel GmbH, SIKO POLSKA Sp.zo.o., TOUAX Sk, TOUAX Sro, TOUAX BV, TOUAX Capital SA, TOUAX Container Lease Receivables Corporation, TOUAX Corporation, TOUAX Equipment Leasing Corporation, TOUAX Espana SA, TOUAX Finance Inc., TOUAX Leasing Corporation, Servicios Fluviales SA, TOUAX NV, TOUAX Rail Finance Ltd, TOUAX Rail Finance 2 Ltd, TOUAX Rail Investment Ltd, TOUAX Rail Investment Finance Ltd, TOUAX Rail Ltd, TOUAX Rail Romania SA, CFCL TOUAX Llp, TOUAX Rom SA, TOUAX Hydrovia. Member of the board of Dunavagon Sro, DV01 Zrt, Chairman of SHGP (management & investment holding company) and Partner of SCI Franklin Location. Fabrice WALEWSKI did not directly hold any shares in TOUAX SCA as of December 31, 2010. ❙ 1.3. The Executive Committee 1.3.1. Composition The Executive Committee was created in June 1992. It currently has four members: Raphaël WALEWSKI Managing Partner (since June 1994) Fabrice WALEWSKI Managing Partner (since June 1994) Stephen PONAK Managing Director – Asset Management (since January 1998) Thierry SCHMIDT Administration and Finance Officer de La BRÉLIE (since March 2005) 1.3.2. Functions The executive committee meets regularly (twice a month as a rule) to conduct the actual management of the company and its subsidiaries. Its main missions are: • to perfect the Group’s strategy and the investment and financial strategies, • to monitor and control the Group’s businesses, • to monitor and manage risks, • to decide on investments and disposals. The committee met 20 times during 2010, with all members attended each meeting. Financial committee meetings of a technical nature are also held at least twice a month, between certain members of the committee. In addition, the Chief Executive Officers of the Group's divisions occasionally attend the Executive Committee meetings to discuss specific matters. Report of the supervisory board and of the chairman of the supervisory board 119
Page 1 and 2:
010 Annual Report Y o u r o p e r a
Page 3 and 4:
TOUAX, a corporate services provide
Page 5 and 6:
Fabrice Walewski Managing partner T
Page 7 and 8:
Modular buildings A cutting-edge se
Page 9 and 10:
River barges A full range of intern
Page 11 and 12:
a brief history TOUAX, founded in 1
Page 13 and 14:
Breakdown of revenues by activity a
Page 15 and 16:
Contents 1. Persons responsible. .
Page 17 and 18:
2. Statutory Auditors 2.1. Statutor
Page 19 and 20:
4. Risk factors TOUAX has reviewed
Page 21 and 22:
➜ River Barges One of the key com
Page 23 and 24:
4.4.5. Railcar transportation risk
Page 25 and 26:
The risk of losses or damage to tan
Page 27 and 28:
In 2010, the Group made the followi
Page 29 and 30:
Assets managed in the framework of
Page 31 and 32:
7. Organization Chart 7.1. Group or
Page 33 and 34:
The guarantees and other commitment
Page 35 and 36:
8. Real estate, factories and equip
Page 37 and 38:
11. Research and development, paten
Page 39 and 40:
➜ Compensation Summary table of t
Page 41 and 42:
17.2. Profit-sharing and stock opti
Page 43 and 44:
➜ Changes in the shareholding Act
Page 45 and 46:
20. Financial information concernin
Page 47 and 48:
Comprehensive income statement for
Page 49 and 50:
Changes in consolidated Share Premi
Page 51 and 52:
Consolidated cash flow statement at
Page 53 and 54:
tive financial instruments, invento
Page 55 and 56:
management fees for managing the fr
Page 57 and 58:
Leases to customers have been analy
Page 59 and 60:
❙ note 1.18.3. Financial liabilit
Page 61 and 62:
epurchase agreement at a fixed pric
Page 63 and 64:
Company name Address Percentage Met
Page 65 and 66:
note 3. Segment information ➜ not
Page 67 and 68:
➜ note 3.2. Balance Sheet by divi
Page 69 and 70: December 31, 2008 Shipping Modular
Page 71 and 72: note 6. Staff Costs 2010 2009 Varia
Page 73 and 74: note 12. Net financial income (€
Page 75 and 76: note 14. Net income per share Basic
Page 77 and 78: note 16. Intangible Fixed Assets (
Page 79 and 80: Current Financial Assets (in € th
Page 81 and 82: (€ thousands) Shipping Modular Ri
Page 83 and 84: Borrower Touax SCA Touax SCA Touax
Page 85 and 86: ❙ note 18.2.5. Effect of financia
Page 87 and 88: ➜ Issue of equity warrants On Feb
Page 89 and 90: Finance Department. Overall cash fl
Page 91 and 92: the risk of converting the results
Page 93 and 94: ➜ note 28.3. Other commitments re
Page 95 and 96: The Group has no control over the E
Page 97 and 98: ➜ note 30.3. Further details rega
Page 99 and 100: 20.2. Financial statements The cons
Page 101 and 102: 20.6.1. Dividend history Exercices
Page 103 and 104: 21.2.3. Trading levels over the las
Page 105 and 106: In addition, in the event of a capi
Page 107 and 108: ➜ Presentation of the Group's 201
Page 109 and 110: ❙ Distribution to investors The G
Page 111 and 112: Exercices (€) 2009 2008 2007 Net
Page 113 and 114: ➜ Powers delegated by the General
Page 115 and 116: TOUAX’s policy of integrating you
Page 117 and 118: ❙ Social indicators 2010 2009 Geo
Page 119: Forecasts for 2011 TOUAX wishes to
Page 123 and 124: majority of the Board's members are
Page 125 and 126: 1.5.8. Sophie SERVATY, member of th
Page 127 and 128: The procedures ensure compliance wi
Page 129 and 130: ❙ Charges and trade accounts paya
Page 131 and 132: 28. Recently released information 2
Page 133 and 134: ➜ River Barges: The 27% increase
Page 135 and 136: these assets represent a potential
Page 137 and 138: (in €) Exercice 2009 2008 2007 Ne
Page 139 and 140: EIGHTEENTH RESOLUTION (delegation o
Page 141 and 142: TWENTY FIRST RESOLUTION (delegation
Page 143 and 144: Table of contents 1. Persons respon
Page 145 and 146: 21.3. Provisions of the articles of
Page 147: 2 Touax annual RepoRT 2010 Touax To
show all

2010 annual report - touax group

Create successful ePaper yourself

Delete template?

Save as template?