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BOARD OF DIRECTORS

 

The Altrad Group is deeply committed to the principles of good corporate governance, which remain a priority in the development and management of its business. It has opted for a governance structure in compliance with the rules of the AMF (Financial Markets Authority), even though the parent company is not listed on the stock exchange, and is based on the recommendations of the code of the AFEP-MEDEF (Association of French Private-Sector Companies and the French Business Confederation).


This system of governance is built on solid foundations - transparency of financial reporting, risk management, ethics, a system of internal control ... - that reinforce the power of control and independence of directors with respect to the President while ensuring transparency vis-à-vis the shareholders.


The Board of Directors relies on a large number of independent directors who represent a counterweight and guarantee the objectivity of the proceedings. In accordance with the laws of corporate governance, they perform no other function within the Group and have no contractual obligation outside their directorship.


With their skills and experience, the opinions of the independent directors contribute significantly to the quality of strategic choices; their ability to stand back and their practise of business are particularly useful when making decisions related to investment, restructuring, company acquisitions, etc.


The facts also demonstrate that the presence of directors with recognized qualities attracts investors and encourages capital raising specifically intended for financing growth.


The Altrad Group has also created the positions of observers, who attend Board meetings in the same manner and with the same level of information as the directors. However, they have no deliberative vote.


The Board also relies on specialized committees (Finance & Strategy, Human Resources, Audit, Progress Unit...), whose work is conducted upstream of the extended meetings with other members of the Board.
The Board focused its thinking essentially on strategic issues such as:

  • strengthening Progress Units as a management tool;
  • improving the steering of the Group through its various reporting tools: issues of controlling overheads, working capital requirement (WCR) and cash management ;
  • the analysis of external growth opportunities and monitoring their implementation ;
  • financing for development ;
  • evolution of the Business Plan in the medium-long term and the preservation of sustainable profitability.
     

During the past year, the President appealed to the Board of Directors with a proposal to provide the Group, in constant growth, with a General Directorate. This reinforcement by a senior executive has become essential in light of the development of business and the international scope of the many subsidiaries. Under these conditions and upon presentation by the President, the Board appointed Mr. Louis Huetz as CEO.
The overall reach of Altrad Group governance is defined by the composition of its shareholders, the legal framework and the specific governance bodies.


Typical of entrepreneurial capitalism, its initial ownership opened up to leading institutional investors who joined the founder for slightly over 22% of the capital. The partnership governance conducted within the Board reflects the demands of its shareholders and maintains the necessary balance between entrepreneurship and risk management.


Good governance, supported and validated by strategic choices and their outcomes, is, together with the business model, a powerful asset for the Group, praised by the economic and financial world:

  • attraction of prestigious investors wishing to acquire shares in the group ;
  • successful issuance of a bond (Euro Private Placements) with major investors ;
  • winner of a prize for innovative financing in 2013 by the group Option Finance awarded in early 2014 by Mr Bernard Cazeneuve, Budget Minister at the Ministry of Finance and Economic Affairs ;
  • winner of the Entrepreneur of the Year prize, awarded both at regional and national levels.
     

While creating value, the governance of the Group enables it to meet the major requirements of management with regard to both the anticipation of and responsiveness to changes in the environment, and the control of balanced development and sustainable performance.


Board of directors
- 5 directors,
- 7 outside directors
- 1 inside directors,
- 2 observers
- 7 sessions during the financial year 2013/2014
- average rate of participation 86%