Annual report 2008 - Altarea Cogedim

SUPERVISORY BOARD CHAIRMAN’S REPORT ON INTERNAL CONTROL
– Matthieu Taravella;
– Eric Dumas;
– Philippe Mauro.
The Supervisory Board appointed Françoise Debrus as Audit
Committee Chairman due to her experience in the property
sector from working with Predica and Crédit Agricole.
The Supervisory Board appointed Eric Dumas as Audit
Committee Secretary in light of his position as ALTAREA
Chief Financial Officer.
Since the appointment of Bart le Blanc as permanent
representative of the ABP investment fund, the Company
has met the requirements of the new version of Article
L. 823-19 of the French Commercial Code introduced
by Article 14 of the order of 8 December 2008 adapting
the EC audit directive to French law. This requires that
at least one member of the Audit Committee should have
particular skills in the area of finance of accounting and be
independent in view of the criteria set forth and made public
by the Supervisory Board. Mr le Blanc presents undeniable
skills in finance and accounting, having been Advisor
and then Managing Director of the Budget in the Finance
Ministry of the Netherlands, and Vice-President, Finance at
the EBRD, before joining Caisse des Dépôts in France as
Director of International Financing. He is currently Chief
Financial Officer at Urenco Ltd. Furthermore, as stated
in Article 2.2.2 (e), Mr le Blanc meets the independence
criteria referred to by the Company’s Supervisory Board.
Committee opinions and reports
A quorum is reached when at least half of the committee
members are present. Committee opinions are decided by
a majority of members present, with the Chairman having a
double vote in case of a tie. The committee secretary drafts a
report of the meeting if he or she feels one is necessary, and
submits it for approval by the other committee members.
The Audit Committee gives a report to the Supervisory Board
during the review of the half-year and full-year financial
statements.
Committee meeting frequency
The Audit Committee meets on dates set according to the
Company’s schedule for approving the half-year and full-year
financial statements, and may meet at other times of the
year if necessary. The Chairman calls committee meetings
through whatever method is most convenient (e-mail, fax, a
letter, etc.). The committee secretary sends members all the
required documentation before the meeting.
In 2008, the Audit Committee met on 7 March 2008 to
prepare for the Supervisory Board meeting to review the
financial statements for the year ended 31 December 2007.
All members in office at this date were present, namely
Laurent Cazelles, representing Predica, Adrien Blanc,
representing Morgan Stanley investment funds, Olivier
Estève, representing Foncière des Régions, Matthieu
Taravella, Eric Dumas and Philippe Mauro.
Committee duties
The Audit Committee helps the Supervisory Board oversee
the Company’s operations by:
– Monitoring the preparation of the Company’s financial
documents;
– Making sure that systems for internal controls, internal
audits, and risk management are working effectively;
– Making sure that the Company’s financial statements are
reviewed by statutory auditors;
– Ensuring that the statutory auditors are independent; and
– Ensuring that the Company’s operations comply with all
applicable laws and regulations.
The Audit Committee maintains working relationships with
the Company’s Managers, internal controllers, internal
auditors, and statutory auditors. It may ask statutory auditors
to attend Committee meetings to answer questions about
subjects within their area. The Audit Committee may also
ask a Company employee to attend a meeting in order to
clarify a specific issue. The Audit Committee recommends
to the Supervisory Board all measures it deems useful.
In addition, the Audit Committee must be consulted for the
following:
– Statutory auditor appointments;
– Plans for significant changes in accounting methods; and
– The approval of the half-year and full-year financial
statements.
The Audit Committee ensures that the Company has the
appropriate systems, including procedures, documents,
and files, to operate as an ongoing concern and protect the
Company against fraud and malice.
Managers’ Compensation Committee
At the Annual General Meeting to approve the financial
statements for 2008, a change was proposed to the method
of determining compensation paid to managers, which had
previously been determined by the Articles of Association
themselves. The Annual General Meeting passed the 22 nd
resolution, which proposed that as of 1 January 2013,
managers’ compensation be determined for successive
periods of three years by the Annual General Meeting on the
proposal of the General Partners and after consultation with
the Supervisory Board.
210