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2011 Annual report - touax group

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❙ Impact of the exchange rate on the operating income before tax and extraordinary items and on shareholders'<br />

equity<br />

The Group’s exposure to fluctuations in exchange rates is mainly concentrated on shifts in the US dollar, the Czech crown and<br />

the Polish zloty; other foreign currencies are insignificant. The parity used to convert foreign currency accounts of subsidiaries<br />

into euros has the following impact on the Group’s income and share of shareholders’ equity in case of a 10% fall in value:<br />

Impact on operating income Impact on shareholders' equity<br />

after distribution to investorsl<br />

(Group's share)<br />

Fall of 10% in the US dollar -2.29% -2.82%<br />

Fall of 10% in the Czech crown -0.68% -0.90%<br />

Fall of 10% in the zloty -1.30% -0.45%<br />

The Modular Buildings division works mainly in euros, in Czech<br />

crowns and in Polish zloty. The River Barges and Freight<br />

Railcars divisions are mainly denominated in euros within<br />

Europe, and in USD in the USA and South America. The business<br />

of leasing and selling shipping containers is international, and<br />

mainly conducted in USD, the remainder being billed in some<br />

25 international currencies – since the containers may be<br />

returned in about 25 different countries.<br />

For long-term assets and liabilities the Group's policy is to<br />

correlate fixed assets denominated in foreign currency with<br />

borrowings denominated in the same currency, to avoid<br />

exposure to foreign exchange risk.<br />

➜ Equity Risk<br />

Equity risk is the risk of an adverse change in the price of<br />

equity securities held by the Group.<br />

The Group’s investment strategy provides for only investing<br />

surplus liquidity in cash-based mutual funds (UCITS) for short<br />

periods. The Group has no dealings on the financial stock<br />

markets.<br />

The main equity risk concerns the liquidity agreement it signed<br />

with an investment services provider. The amounts currently<br />

invested do not represent a significant risk for the Group.<br />

➜ Raw material prices risk<br />

This risk is explained in section 4.4.2.<br />

note 27. Related Parties as defined in IAS 24<br />

The definition used for related parties is that given in IAS 24.9.<br />

Related parties are the key management personnel of TOUAX<br />

SCA, i.e. those who have authority and responsibility for planning,<br />

managing, and controlling the Group’s activities. The officers<br />

who fit this description are Fabrice and Raphaël WALEWSKI,<br />

the Managing Partners of TOUAX SCA, as well as Société Holding<br />

de Gestion et de Participation (SHGP) and Société Holding de<br />

Gestion et de Location (SHGL), General Partners. Members of<br />

the Supervisory Board, in view of their control function, are<br />

also regarded as related parties.<br />

The amount paid to the General Partners during <strong>2011</strong> for their<br />

2010 compensation in accordance with the articles of association<br />

was €936,000.<br />

A related party has a significant influence if it is able to take<br />

part in financial and operational policy decisions, without<br />

however exerting control over these policies. This influence is<br />

deemed to be significant if a physical person, legal entity or <strong>group</strong><br />

of persons holds over 20% of the voting rights: Alexandre,<br />

Fabrice and Raphaël WALEWSKI acting together hold directly<br />

and indirectly over 20% of the shares.<br />

The Group has not concluded any significant transactions with<br />

related parties.<br />

Compensation of the key management personnel does not<br />

include any of the five criteria of IAS 24.16: short-term benefits,<br />

post-employment benefits, other long-term benefits, termination<br />

benefits or share-based payments. The corporate officers<br />

receive none of these benefits. (cf. details in Section 15 page 41).<br />

A transaction was indirectly concluded between TOUAX SCA<br />

and its Managing Partners, through a real estate investment<br />

trust, relating to the leasing of its premises in the Tour Franklin<br />

for a total of €814,000.<br />

The Group manages equipment with a gross value of €500,000<br />

belonging to the Managing Partners, and of €2 million belonging<br />

to the General Partners. These investments generated total<br />

income of approximately €118,000. The Managing Partners<br />

and General Partners receive no preferential treatment in<br />

these dealings, since this equipment is managed under the<br />

same terms as equipment managed on behalf of third parties.<br />

In addition, management of this equipment is governed by a<br />

Code of Practice approved by the Supervisory Board.<br />

The total compensation of the corporate officers amounted to<br />

€828,100 in <strong>2011</strong>.<br />

The pension and supplementary pension commitments for<br />

members of the Executive Committee are immaterial (statutory<br />

retirement benefits). No stock options are granted to the corporate<br />

officers. They are granted to the other members of the Executive<br />

Committee (cf. stock option table given in note 21 of the Notes<br />

to the consolidated financial statements, page 89).<br />

Consolidated financial statements<br />

Financial information concerning the issuer’s assets, financial position and result<br />

95

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