Annual report 2008 - Altarea Cogedim

On 13 February 2008, the Supervisory Board reinstituted
the Investment Committee and Audit Committee, and
unanimously adopted their rules of procedure.
Lastly, the Supervisory Board is in the process of creating a
Managers’ Compensation Committee, which as of 1 January
2013 should be involved in the process of determining
managers’ remuneration, which will no longer be determined
by the Articles of Association as of this date. It will be proposed
at the combined general meeting to approve the financial
statements for 2008 to amend Article 18 of the Articles of
Association relating to special committees accordingly.
It is specified that the special committees will report on their
work during Supervisory Board meetings via their Chairmen,
all of whom are Board members.
Investment committee
Members
The Supervisory Board appoints Investment Committee
members, who are currently the following:
• Jacques Nicolet;
• Adrien Blanc, representing a Morgan Stanley investment fund;
• Bart le Blanc, representing a ABP investment fund;
• Emeric Servin, representing Predica;
• Olivier Estève, representing Foncière des Régions;
• Christian de Gournay;
• Eric Dumas;
• Philippe Mauro.
Jacques Nicolet is the Committee Chairman. Any operating
managers related to the investment opportunities discussed
at a Committee meeting also attend the meeting.
Committee opinions and reports
Investment Committee opinions are decided by a majority of
members present, with the Chairman having a double vote
in case of a tie. An opinion report is then drafted and signed
by Committee members during the same meeting. The
Company’s annual report contains a summary of the opinions
issued by the Investment Committee during the year.
Committee meeting frequency
The Investment Committee meets at least once per quarter,
and can be called at any time if an urgent situation arises.
The Chairman calls committee meetings through whatever
method is most convenient (e-mail, fax, post, etc.).
Committee duties
The Investment Committee advises the Supervisory Board
on investment and divestment decisions for amounts
between €15 million and €100 million, under the following
conditions:
a) Investment and divestment opportunities of between
€15 million and €50 million are presented to either:
– The Investment Committee directly; or
– To the Chairman of the Investment Committee for an initial
opinion – done most often in urgent situations – which is
then ratified at the next committee meeting.
b) Investment and divestment opportunities of between €50
million and €100 million are presented to the Investment
Committee before any final decision is made.
c) Investment Committee opinions are obtained for
transactions involving the Cogedim subsidiary as follows:
– Before entering into any bilateral sales agreements for real
estate over €15 million;
– Before signing any deeds for real estate over €15 million,
including pursuant to a unilateral sales agreement; and
– Before beginning any construction work if the cost price,
including land and after deducting any units that have
already been reserved or sold, exceeds €15 million.
d) Investments and divestments:
– Less than €15 million do not require an Investment
Committee opinion; and
– Over €100 million must be submitted to the entire
Supervisory Board for an opinion.
These limits are adjusted annually based on the Syntec index.
e) Investment Committee opinions are obtained for the sale
of investment property and equity interests in companies
owning investment property, within the limits given
above.
f) The limits given above apply as a percentage of ALTAREA’s
equity interests, and exclude tax.
Committee’s work
In 2008, the Committee met on 13 February 2008 to review
eight investment projects - seven in France and one in Italy -
representing investment of €325 million. This meeting was
attended by Jacques Nicolet, Emeric Servin, representing
Predica, Olivier Estève, representing Foncière des Regions,
Christian de Gournay, Eric Dumas and Philippe Mauro.
Audit Committee
Members
The Supervisory Board appoints Audit Committee members
based on their experience in the sector and knowledge of the
Company. The Audit Committee is currently comprised of:
– Françoise Debrus, representing Predica;
– Adrien Blanc, representing a Morgan Stanley investment
fund;
– Olivier Estève, representing Foncière des Régions;
– Bart le Blanc, representing an ABP investment fund;
209