Annual report 2008 - Altarea Cogedim

IT system risks
Every ALTAREA operating entity (ALTAREA France, Cogedim,
ALTAREA Italie and ALTAREA Espagne) has a data back-up
system that allows for secure, remote storage of critical data.
Visual Scope: A management software package for holding
companies and subsidiaries was implemented during the
second half of the year. A centralised system allowing for
the management in particular of participating interests and
mandates, automatically providing legal and tax parameters
and verifying compliance with applicable regulations
became operational in the first quarter of 2009. It has been
rolled out in France, Italy and Spain under the responsibility
of the Group’s corporate legal department.
ALTAREA France has decided to invest in an electronic data
management system in order to safeguard and store data
externally. All of the original documents produced by the
Company will therefore be secured.
(iii) Legal risks
(Implementation of procedure to prevent money laundering)
As a preventative measure, ALTAREA France has
implemented a procedure to identify suppliers and clients.
Cogedim’s Contracts Department is systematically involved
in all tender invitations and consultations. It plays a
decision-making role in choosing companies and prioritises
working with companies offering a full range of guarantees.
3.3 Improvements to be made in 2009
The following measures will be taken in 2009 with a view to
improving internal control:
– Implementation of a Group Code of Ethics. A procedures
intended for all Group employees has been implemented,
targeted at those looking to buy a home from a Group
company. Applications must be approved by the Corporate
Secretary.
– Improving the monitoring of commitments within
the commercial division: A procedure for monitoring
commitments within the commercial division, comprising
Foncière ALTAREA, ALTAREA Italie and ALTAREA Espagne,
was implemented in early 2009. For projects under
development/in progress, a quarterly report has been
drawn up that gives details of commitments and means of
financing for each project. This procedure was brought into
effect for the first time in February for commitments as at
31 December 2008.
– A tender invitation was launched with a view to proposing
the appointment of expert appraisers to the Supervisory
Board.
4. Management
powers
4.1. Exercising of management powers
As the Company is a partnership limited by shares, the
Managers are responsible for its management.
A Manager may be a natural or legal person and may have
the status of a General Partner.
The first Managers were named in the Company’s Articles
of Association as amended at the time of its transformation
into a partnership limited by shares. During the Company’s
existence, any new Managers are appointed unanimously
by the General Partners, without requiring the agreement
or approval of the Supervisory Board or the Annual General
Meeting.
4.2. Limitations on management powers
and information provided to the
Supervisory Board about the Company’s
financial situation and net cash position,
as well as its commitments
In accordance with Article 13.4 of the Articles of Association,
each Manager has broad powers to act on behalf of the
Company, within the scope of the Company’s corporate
purpose and subject to the powers explicitly given to Annual
General Meetings or the Supervisory Board by either French
law or the Articles of Association.
Article 17.1 of the Articles of Association states that the
Supervisory Board has the right to be provided the same
documents by the Managers as those made available to the
Statutory Auditors.
217