2011 Annual report - touax group

It should be noted that, in order to bring the interests of the
General Partners into line with those of the company, the General
Partners invested in assets managed by the Group totalling about
€2 million. These investments are governed by a Code of Practice
which has been approved by the Supervisory Board. The General
Partners receive the same terms for management of their assets
as those applied 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 company 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. In addition to the powers of
the Supervisory Board and the General Meeting, the powers
of the Managing Partners are not limited.
They meet as a Board in order to take decisions. The Management
Board met officially ten times in 2011. The main purpose of
these meetings was:
• payment of an interim dividend;
• approval of the individual annual and consolidated financial
statements and approval of the consolidated half-year financial
statements;
• transfer of the head office;
• capital increases resulting from the exercise of stock
options and redeemable stock warrants (BSARs).
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 total amount of compensation is presented
in section 15 of the reference document, it being stated that
the compensation of the executive corporate officers amounted
to €821,100 in 2011.
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 directors' 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 compensation of the Managing Partners is revised
annually in accordance with the provisions of the articles of
association.
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 bring the interests of the
Managing Partners into line with those of the company,
Fabrice and Raphaël WALEWSKI invested about €1 million in
assets operated by the company. These investments are
governed by a Code of Practice which has been approved
by the Supervisory Board. The Managing 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. In 2011, only
Fabrice WALEWSKI still held assets worth about €500 million.
When the assets were sold, the Managing Partners received
the same terms of sale as those applied to the Group or third
party investors.
1.2.1. Current terms of office of Raphaël WALEWSKI
• Company offices and commencement dates: director in 1994
(term of office 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: 45,
• French citizen.
Report of the Supervisory Board and of the Chairman of the Supervisory Board
129