Annual report 2008 - Altarea Cogedim

appraiser if needed. The Supervisory Board submits a
report to the Annual General Meeting called to approve
the Company’s financial statements, in accordance with
French law, and gives this report to shareholders when they
also receive the management report and full-year financial
statements. The Supervisory Board gives shareholders a
report describing any proposed capital increase or reduction.
The Supervisory Board can call an ordinary or extraordinary
shareholders’ meeting according to the procedures set
forth in French law, if the Board deems necessary and after
informing the Managers in writing. ALTAREA’s Supervisory
Board plays a significant role in making decisions about the
Company’s investments and commitments, beyond the role
this body typically plays in partnerships limited by shares.
More specifically, the Supervisory Board must be consulted
before any of the following important decisions are made:
(i) investments over €15 million; (ii) divestments over
€15 million; (iii) commitments over €15 million; and (iv)
loans of an amount over €15 million.
2.2.2. Composition of the Supervisory Board
(a) Board members
The Supervisory Board currently has the following 13
members:
• Jacques Nicolet, Chairman of the Supervisory Board,
appointed on 26 June 2007 for the length of his term
as Board member, which ends at the close of the Annual
General Meeting held to approve the financial statements
for fiscal 2012;
• MSRESS II Valmur TE BV, represented by Adrien Blanc,
Board member (26 June 2007 – AGM for the fiscal 2012
financial statements);
• Gautier Taravella, Board member (26 June 2007 – AGM
for the fiscal 2012 financial statements);
• Matthieu Taravella, Board member (26 June 2007 – AGM
for the fiscal 2012 financial statements);
• ALTAREA Commerce, Board member (26 June 2007
– AGM for the fiscal 2012 financial statements);
• Alta Patrimoine, Board member (13 February 2008 – AGM
for the fiscal 2012 financial statements);
• An ABP investment fund, represented by Bart le Blanc,
Board member (29 August 2008 – AGM for the fiscal
2012 financial statements);
• Prévoyance Du Dialogue Du Crédit Agricole – Predica,
represented by Emeric Servin, Board member (26 June
2007 – AGM for the fiscal 2012 financial statements);
• Françoise Debrus, Board member (27 March 2009 – AGM
for the fiscal 2012 financial statements);
• FDR 3, represented by Marc Henrion, Board member (27
March 2009 – AGM for the fiscal 2012 financial statements);
• Foncière des Régions, represented by Olivier Estève,
Board member (26 June 2007 – AGM for the fiscal 2012
financial statements);
• JN Holding, represented by Olivier Dubreuil, Board
member (13 February 2008 – AGM for the fiscal 2012
financial statements);
• Opus Investment, Board member (29 August 2009 – AGM
for the fiscal 2012 financial statements).
b) Average age of Board members
The average age of Supervisory Board members was 43
at 31 December 2007. Since the Company became a
partnership limited by shares, the systematic appointment
of a permanent representative is no longer required by legal
persons. They are represented at Board meetings either by
their legal representative or by a permanent representative if
they have elected to appoint one, or by any ad hoc corporate
officer. It is therefore no longer relevant to determine and
report the average age.
(c) Offices held in other companies
A list of the offices held by Supervisory Board members
outside ALTAREA is given in the Company’s Registration
Document and in the appendix to the Management Report.
(d) Compensation
Article 19 of the Articles of Association states that annual
compensation may be paid to members of the Supervisory
Board exclusively in respect of their duties as members of
the Supervisory Board. The amount of compensation paid,
included in general operating expenses, is determined by
the Annual General Meeting and maintained until decided
otherwise. The Supervisory Board divides this amount
between its members as it deems appropriate. Supervisory
Board members are also entitled to the reimbursement of all
expenses, travel costs and costs of any kind incurred in the
Company’s interest.
The Annual General Meeting of 26 May 2008 allocated total
compensation of €600,000 to Supervisory Board members
in respect of 2008.
The Supervisory Board decided that its Chairman would
receive gross annual compensation, including charges, of
up to €440,000, mainly in return for his work as Chairman
of the Investment Committee in accordance with the
Committee’s rules of procedure. For subsequent years,
compensation paid to the Chairman will be revised on
1 January each year and based on changes in the Syntec
index, the reference index being the latest known Syntec
index on 1 January 2008 and the comparison index being
the latest known Syntec index on the revision date, i.e. for
the first time the latest known Syntec index on 1 January
2009. The Managers have proposed that compensation
effectively paid to the Chairman of the Supervisory Board
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