2011 Annual report - touax group

Annual report 2011
Director or holding terms of office within the following Group
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, TOUAX 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 India Ltd, TOUAX Rail India Finance Ltd,
TOUAX Rail Ltd.
Chairman of Société Holding de Gestion et de Location and
Managing Partner of SCI Franklin Location.
Raphaël WALEWSKI did not directly hold any shares in TOUAX
SCA at December 31, 2011.
1.2.2. Current terms of office of Fabrice WALEWSKI
• Company offices and commencement dates: director in 1994
(term of office expired on July 28, 2005),
• Chief Executive Officer in 1998, 2000, 2002 and 2004
• Chairman in 1999, 2001, 2003 and 2005 fiscal years until the
company’s change of form on July 28, 2005
• Deputy CEO in 2004,
• Managing Partner of TOUAX SCA since 2005,
• Age: 43,
• French citizen.
Director or holding terms of office within the following Group
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, TOUAX 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 India Ltd, TOUAX Rail India Finance Ltd, TOUAX
Rail Ltd, TOUAX Rail Romania SA, CFCL TOUAX Llp, TOUAX
Rom SA, TOUAX Hydrovia, Dunavagon Sro and DV01 Zrt.
He is also Chairman of Société Holding de Gestion et de Participation
and Managing Partner of SCI Franklin Location.
Fabrice WALEWSKI did not directly hold any shares in TOUAX
SCA at December 31, 2011.
❙ 1.3. The Executive Committee
1.3.1. Composition
The Executive Committee was created in June 1992.
The Executive Committee currently has four members:
Raphaël WALEWSKI Manager (since June 1994)
Fabrice Walewski Manager (since June 1994)
Stephen PONAK Managing Director –
Asset Management
(assumption of duties
January 1998)
Thierry SCHMIDT Administration and Finance Officer
de La BRÉLIE (assumption of duties March 2005)
1.3.2. Functioning
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 21 times during 2011, and all of the 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.
1.3.3. Compensation
The gross compensation of the four members of the Executive
Committee amounted to €1,262,100 in 2011.
1.3.4. Stock options and stock warrants allotted to the members
of the Executive Committee
There is only one stock option plan in force in the company, which
was issued in 2006. 15,770 options were allotted to certain members
of the Executive Committee, of which 7,885 were exercised in
2011 by one of the members of the Executive Committee.
At December 31, 2011, 7,885 stock options were still exercisable,
all of which were in the money when this report was drawn up.
The company issued stock warrants (BSAs) in 2008. Apart from
Stephen PONAK, the members of the Executive Committee do
not hold any of the 22,500 BSAs issued which are still valid.
On February 2, 2007 the Management Board issued bonds with
redeemable equity warrants (OBSARs). At December 31, 2011,
neither of the two Managing Partners personally held any
BSARs. In 2011, Fabrice WALEWSKI sold his BSARs to Société
Holding de Gestion et de Participation. The two other members
of the Executive Committee still hold BSARs. The BSARs were
not in the money when this report was drawn up.
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