Annual report 2008 - Altarea Cogedim

SUPERVISORY BOARD CHAIRMAN’S REPORT ON INTERNAL CONTROL
be deducted from the fixed compensation to which he is
entitled in accordance with Article 14.1 of the Articles of
Association. The Supervisory Board has therefore decided
to pay its Chairman subject to obtaining confirmation of the
Managers’ renunciation. This commitment was confirmed in
a letter dated 26 May 2008.
Furthermore, no attendance fees were paid to Supervisory
Board members for 2008.
(e) Independent Board members
The composition of the Supervisory Board reflects
ALTAREA’s shareholding structure. Six Board members
represent shareholding companies that are outside the
group of traditional ALTAREA shareholders: Françoise
Debrus, ABP investment fund, MSRESS II Valmur TE BV,
Predica, Foncière des Régions and FDR 3. In addition,
Olivier Dubreuil, permanent representative of JN Holding,
has no ties to ALTAREA or to any of the Company’s main
shareholders. He brings an outside view to the Supervisory
Board.
To assess the independence of its members, the Supervisory
Board uses the definition given in Articles 8.4 and 8.5 of
the AFEP-MEDEF code, which it has chosen as its reference
code.
To date, the Supervisory Board has at least one independent
member, namely Bart le Blanc, who does not meet any of
the incompatibility criteria set out in Article 8.4, it being
specified that the ABP investment fund holds less than
10% of existing shares and voting rights at present.
Furthermore, if the special general meeting of holders of
shares with double voting rights and the combined general
meeting of shareholders on 20 May 2009 approve the
abolition of double voting rights attached to registered
shares held for more than two years, MSRESS II Valmur
TE BV will hold less than 10% of the Company’s shares
and voting rights. From the date of the meeting, ALTAREA’s
Supervisory board will have two independent members on
the basis of the criteria applied.
Lastly, a proposal will be made at the combined general
meeting of 20 May 2009 to appoint a new member of the
Supervisory Board, Dominique Rongier, who does not meet
any of the incompatibility criteria set out in Article 8.4.
2.2.3. Meeting frequency
The Articles of Association stipulate that Supervisory Board
meetings can be held as often as needed for the best interests
of the Company, and at least four times per year in order to
hear the Managers’ report on the Company’s operations. The
Supervisory Board met four times in 2008.
2.2.4. Calling of Supervisory Board meetings
The Articles of Association stipulate that Supervisory Board
Members can be called to meetings through a simple letter or
any electronic means, at least one week before the meeting
date except under urgent circumstances. The Supervisory
Board can meet by any means as soon as all members are
present or represented. Supervisory Board meetings can be
called by the Board Chairman, at least half of the Board
Members, or any Manager or General Partner.
2.2.5 Information given to Supervisory Board members
According to French law, the Company’s Managers must
give Supervisory Board Members the same documents as
those given to the statutory auditors.
2.2.6 Meeting location
Supervisory Board meetings are held either at ALTAREA’s
registered office at 108 Rue de Richelieu, 75002 Paris,
France, or at Executive Management’s administrative head
office at 8 Avenue Delcassé, 75008 Paris, France. Managers
must be invited to meetings and attend in a consultative
capacity only. A quorum is reached when at least half of the
Board Members are present. Resolutions are passed by a
majority of the Board Members present or represented who
are allowed to vote. A present Board Member can represent
no more than one absent Board Member provided that
a proxy has been explicitly given. The Chairman has the
deciding vote in the case of a tie.
2.2.7. Rules of procedure
The Supervisory Board does not currently have a set of rules
of procedure.
2.2.8. Special committees
Until the changes to the Articles of Association were decided
by the Annual General Meeting of 24 December 2007, the
Supervisory Board was not allowed to delegate its duties
to special committees. Therefore, the Supervisory Board
had to resolve directly on issues that had previously been
handled by the Investment Committee and Audit Committee
(i.e. when ALTAREA was a public limited company with a
Board of Directors). These issues included investments,
divestments, commitments, and loans of an amount over
€15 million. The Supervisory Board met as if it were an
Investment Committee; that is, it heard presentations on
possible projects from operating managers. However, in
order to improve the Supervisory Board’s efficiency, Article
18 of the Articles of Association now allows the Supervisory
Board to delegate duties to special committees, except for
any duties which are given explicitly to Supervisory Boards
by French law.
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