Annual report 2008 - Altarea Cogedim

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Corporate governance Fonds ABP – Member Its permanent representative is Bart Le Blanc. Bart Le Blanc Bart Le Blanc was born on 4 November 1946 in S- Hertogenbosch, Netherlands. He is a Dutch citizen currently resident at 18 Oxford Road, Marlow, United Kingdom. He has a degree in economics from the University of Tilburg in the Netherlands and a doctorate in law from the University of Leyden in the Netherlands. From 1971 to 1983, Bart Le Blanc was Adviser to the Dutch Ministry of Finance and Director General of the Budget. In 1983, he joined private bank F.van Lanschot Bankiers as Vice-Chairman of the Management Board. In 1990, he took part in the creation of the European Bank for Reconstruction and Development (EBRD) in London, where he became the first Secretary General and then Vice-President in charge of Finance. He then joined Caisse des Dépôts in Paris as Head of International Financing. Since September 2004, Bart Le Blanc has been Chief Financial Officer of Urenco Ltd, world leader in enriched uranium for nuclear power plants. Current directorships and other executive offices Apart from ABP’s permanent representative on the Supervisory Board of ALTAREA, Bart Le Blanc is also: Member of the Supervisory Board of ALTAREA Vice-Chairman of the Board of Directors of ETC Ltd (joint venture between Areva/Urenco) in the United Kingdom. Member of the Board of Directors of ABP Bart Le Blanc has not held any other directorships or executive offices in the last five years. Election of a new member of the Supervisory Board at the annual general meeting of 20 May 2009: Dominique Rongier Address: 25 rue du Four, 75006 Paris Graduate of H.E.C. (1967). Auditor with Arthur Andersen (1969-1976). Chief Financial Officer of the Bremond – Pierre & Vacances Group (1976-1983). Chief Financial Officer of the Brossette SA Group (1983-1987). In 1987, he designed and created a holding structure for the Carrefour Group. Corporate Secretary of Belier, member of the Havas- Eurocom network (1988-1990). Chief Financial Officer of holding company Oros Communication, which holds majority interests in the communications sector (1991-1993). Since September 1993, Dominique Rongier has been an independent consultant with DBLP & Associés SARL, of which he is manager and majority shareholder. His main activity is strategic and financial management consultancy. Meanwhile, he has been acting Chief Executive Officer of the DMB & B France Group (French subsidiaries of US advertising group D’Arcy) for more than two years. Until 31 March 2009, he was Chairman of a software development company specialising in sport and health. Current directorships and other executive offices: Chairman of SAS Director of SA Manager or Co-Manager Enora Technologies Search Partners International DBLP & Associés Other directorships or executive offices held in the past five years: Co-Manager of SARL GTA and Director of SA Le Sénateur and SA Tuileries Finances. 198
2. Remuneration 2.1. Introduction As a société en commandite par actions (limited partnership), the Company is run by a board of Managers and overseen by a Supervisory Board. It also has one or several general partners. 2.1.1 Managers The Managers’ remuneration is determined in accordance with the provisions of article 14 of the Articles of Association, which reads as follows: “The Managers are entitled to the following remuneration: If there is more than one Manager, they allocate the remuneration among them as they deem appropriate. A fixed annual remuneration of €2,000,000 before tax, which will be revised on 1 January each year and for the first time on 1 January <strong>2008</strong> based on changes in the Syntec index, the reference index being the latest known Syntec index on 1 July 2007 and the comparison index being the latest known Syntec index on the revision date, i.e. for the first revision the latest known Syntec index on 1 January <strong>2008</strong>. The fixed annual remuneration is payable monthly no later than fifteen days after presentation of the corresponding invoice. A variable remuneration based on a percentage of (i) the value of investments made and (ii) the value of divestments/ sales made, as follows: • 1% of the value of investments between 0 and €75 million; • 0.50% of the value of investments between €75 million and €200 million; • 0.25% of the value of investments over €200 million; • 0.25% of the value of property divestments/sales. The above brackets will be updated annually according to the Syntec index. “Value of investments“ means: a) The amount of investments made directly by the company or its subsidiaries as part of their development programme. A partial payment will be made when works start on the basis of 40% of the total projected remuneration. The balance will be calculated when the asset is put into operation, based on its initial appraisal value less the partial remuneration already paid. b) In the case of a property acquisition, the gross acquisition amount appearing in the notarised deed. In the case of a renovation project, an additional invoice will be established on the date on which the asset is put back into operation based on the value of works completed. c) In the case of a capital contribution of property assets, the gross amount of the property assets contributed to the company excluding any liabilities assumed. d) In the case of an acquisition of a company, the value of the assets owned by the company excluding any liabilities. e) In the case of a merger, the value of the assets owned by the absorbed company excluding any liabilities. The variable remuneration does not apply to investments made in respect of transactions committed to or approved by the company’s Investment Committee prior to 1 July 2007. Nor does it apply to sales, transfers, mergers or acquisitions of companies either between the company and one of its subsidiaries or between two of the company’s subsidiaries. In the case of investments made by subsidiaries, the corresponding remuneration will be paid directly to the Managers by the subsidiary. The variable remuneration will be paid to the Manager(s) as follows: – For the investments referred to in paragraph a) above, the partial component is payable in the month during which works begin and the balance within fifteen days of the date on which the asset is put into operation; – For the investments referred to in paragraphs b), c), d) and e) above, no later than fifteen days after the date of completion of the investment. “Value of property divestments/sales“ means the proceeds received by the company or its subsidiaries upon the divestment or sale of property assets. 14.3. No other remuneration may be paid to the Managers in respect of their office unless previously approved by ordinary resolution of the shareholders with the prior unanimous agreement of the General Partners. The Managers are also entitled to reimbursement of all business, travel and other expenses incurred in the course of their duties for the company. The remuneration to which the Managers are entitled shall be invoiced directly to ALTAREA or its subsidiaries. In the latter case, the portion of remuneration received by the Manager which is attributable economically to ALTAREA, shall be deducted from the remuneration to be paid by ALTAREA.“ The following major amendment to the Articles of Association will be put to the vote at the annual general meeting of shareholders on 20 May 2009: The first paragraph of article 14 of the Articles of Association on Managers’ remuneration will be deleted and replaced by the following paragraph: “The Managers shall be remunerated until 31 December 2012 in accordance with the provisions of articles 14.1 to 14.3 below. As of 1 January 2013, the Managers’ 199
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Annual report 2008
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ALtarea GROUP 1 Profile 3 2 Busines
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Altarea’s business model Property
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Key figures Shopping centres Net re
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Message from Alain Taravella Last y
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Positioning 11
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Positioning Property development So
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Positioning retail 2008 Retail: 6 s
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Positioning Cœur d’Orly Urban di
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Positioning 2008 Residential In res
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Positioning 2008 Offices Through it
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Hôtel Saint-Priest - Lyon. Dolce V
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- In shopping centre investment, th
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Business review I. Business review
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Business review 2.2 Proprietary sho
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Business review Rental income inclu
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Business review Centre Type Country
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Business review 2.4.2 2008 investme
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Business review manager, the Group
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Business review (Net floor area, 00
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Business review The level of outsta
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Consolidated results II . Consolida
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Consolidated results 2. Net asset v
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Financial resources III Financial r
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Financial resources Balance sheet t
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Financial resources Costing-based p
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ALtarea GROUP / Individual company
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CONSOLIDATED FINANCIAL STATEMENTS 1
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CONSOLIDATED FINANCIAL STATEMENTS
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Page 174 and 175: General information 1. Persons resp
Page 176 and 177: General information For as long as
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Page 184 and 185: General information (k) Trading in
Page 186 and 187: General information High Low Latest
Page 188 and 189: General information 186 During the
Page 190 and 191: General information ALTAREA is invo
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Page 194 and 195: Corporate governance The report of
Page 196 and 197: Corporate governance 1.3 Supervisor
Page 198 and 199: Corporate governance Françoise Deb
Page 202 and 203: Corporate governance remuneration w
Page 204 and 205: Corporate governance Table 3 - Summ
Page 206 and 207: Corporate governance Philippe Mauro
Page 208 and 209: SUPERVISORY BOARD CHAIRMAN’S REPO
Page 223 and 224: ALtarea gROUP / DRAFT RESOLUTIONS 7
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Page 229 and 230: • Resolves that the total nominal
Page 231 and 232: - that in the event of an increase
Page 233 and 234: ALtarea gROUP / Cross-reference tab
Page 236: www.altarea.com 8, avenue Delcassé
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Annual report 2008 - Altarea Cogedim

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