French partnership limited by shares

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French partnership limited by shares: presentation

Lagardère is a French partnership limited by shares (société en commandite par actions - SCA), which has two categories of partners:

• two General Partners (Associés Commandités), who are jointly and severally liable, to an unlimited extent, for the Company's liabilities;
• Limited Partners (Associés Commanditaires or shareholders) whose liability as regards the company's losses, like that of shareholders in a société anonyme (form of French joint stock corporation), is limited to the amount of their contributions. The Limited Partners alone designate the members of the Supervisory Board, the General Partners being unable to participate in the voting.

Because of the two categories of partners, collective decisions require consultation of both the shareholders, in Annual General Meetings, and of the General Partners.

The Company is managed by the Managing Partners (Gérants) under the supervision of the Supervisory Board, which represents the shareholders.

The French partnership limited by shares (SCA): a modern structure that is perfectly suited to the requirements of corporate governance

An SCA allows an absolute separation of powers between the management bodies (General Partners and Managing Partners) and the supervisory bodies (Supervisory Board).
No member of management can be a member of the Supervisory Board.
Furthermore, Lagardère SCA encourages the management bodies to run the Company in a responsible and careful manner with a long-term perspective, since the Managing Partners are also General Partners, and thus have unlimited liability for the Company's debts.

 

Lagardère SCA: increased shareholder rights

Lagardère SCA has adapted its Articles of Association to strengthen shareholders’ rights by granting them specific powers:


Right of veto over the appointment of the Managing Partners The Supervisory Board, which represents the shareholders, must give its consent to the appointment of the Managing Partners by the General Partners. In the event of any ongoing disagreement between the General Partners and the Supervisory Board, the shareholders themselves have the ultimate say in an Annual General Meeting.

Approval in the event of a change of control of Arjil Commanditée-Arco (General and Managing Partner) The Supervisory Board must give its prior agreement to: - any sale or issue of shares leading to a change of control of Arjil Commanditée-Arco (except in the case of a valid takeover bid for all the Lagardère SCA's shares); - any new shareholder in this company.