Annual report 2008 - Altarea Cogedim

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 2008 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 2008. 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’
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