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Annual report 2008 - Altarea Cogedim

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SUPERVISORY BOARD CHAIRMAN’S REPORT ON INTERNAL CONTROL<br />

5. Procedure for<br />

establishing the<br />

compensation and<br />

benefits paid to<br />

corporate officers<br />

5.1. Managers<br />

Compensation paid to Managers is determined by Article 14<br />

of the Articles of Association.<br />

This compensation includes a fixed portion and a variable<br />

portion; the variable portion is calculated as a percentage<br />

of the value of completed property developments and any<br />

divestments or asset sales.<br />

Any other compensation paid to Managers as a result of their<br />

position in the Company must be approved by an <strong>Annual</strong><br />

General Meeting and unanimous vote from the General<br />

Partners, in accordance with Article 14.3 of the Articles of<br />

Association.<br />

6. Participation in the<br />

<strong>Annual</strong> General Meeting<br />

and information<br />

required by Article<br />

L. 225-100-3 of the<br />

French Commercial<br />

Code<br />

Other than the terms set out in applicable legislation or<br />

regulations, there are no particular terms relating to<br />

shareholders’ participation in <strong>Annual</strong> General Meetings.<br />

The information referred to in Article L. 225-100-3 of the<br />

French Commercial Code is provided in the appendix to the<br />

Management Report to the <strong>Annual</strong> General Meeting.<br />

Chairman of the Supervisory Board<br />

Jacques Nicolet<br />

5.2. Supervisory Board<br />

Compensation and benefits paid to members of the<br />

Supervisory Board is set forth in Article 19 of the Articles<br />

of Association.<br />

The <strong>Annual</strong> General Meeting can allocate annual compensation<br />

that may be paid to members of the Supervisory Board<br />

exclusively in respect of their duties as members of the<br />

Supervisory Board. The amount of compensation paid, included<br />

in general operating expenses, is determined by the <strong>Annual</strong><br />

General Meeting and maintained until decided otherwise. The<br />

Supervisory Board divides this amount between its members<br />

as it deems appropriate. Supervisory Board members are also<br />

entitled to the reimbursement of all expenses, travel costs and<br />

costs of any kind incurred in the Company’s interest.<br />

218

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