2011 Annual report - touax group
2011 Annual report - touax group
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