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Questions & Answers

This page aims to answer your most frequently asked questions. If you do not find the answer you are looking for, don’t hesitate to visit the “Contacts” section of this website and send us your question by e-mail.

What are the specificities of a "Société en Commandite par Actions" structure?

Lagardère has had a "société en commandite par actions" (SCA, a French type of stock partnership) structure since December 30 1992. It has been created in 1982 (under MMB ticker) and has been listed on the monthly settlement market in Paris since then.

A "société en commandite" has two types of shareholders:

  • - general partners: unlimited liability for the company's debts to which they answer with their own property and are entitled to name the managing partners;
  • - limited partners (or shareholders): liability is limited to their initial investment; limited partners are represented by the Supervisory Board.


Decisions are based on a dual consultation process: limited partners in the Annual Meeting and the general partners. The general partners of Lagardère SCA are Arnaud Lagardère and ARCO, a public limited company. There are more than 70,000 limited partners, of whom the largest are Qatar Holdings and Lagardère Capital et Management, held by Arnaud Lagardère, which employs the group's senior executives.
The Supervisory Board is chaired by Patrick Valroff and consists of prominent independent figures.
Two specific provisions ensure that the Lagardère "commandite" upholds the rights of limited partners in two important areas: the appointment of the manager and the transfer of control.
- The appointment or re-appointment of the manager, for a six-year term, requires the approval of the Supervisory Board, whose veto, following two successive ballots, must be confirmed by the limited partners by a two-thirds majority during shareholders' meeting.
- Transfer of control in ARCO must be accompanied by a public offering to the limited partners, approved by the stock market authorities.


What are the benefits of SCA status on management methods?

The "société en commandite" requires long-term management, with 2 consequences:

  • Stable management protects limited partners from a short-term results oriented management,
  • Asset management accountability, with managers answering with their own property for the company's liabilities, which promotes prudent decision-making.


Are there some comparable legal structures?

Other companies in France have an SCA structure (Hermès, Michelin). Moreover, the SCA is similar to structures such as:

  • "Limited partnerships" in the US. This structure is often used by media groups such as Newscorp and Comcast.
  • Companies incorporated under the law of the Netherlands: NVs. Formed as a trust, the board of an NV cannot be replaced unless certain predefined schedules are respected. 
  • Companies holding a public licence (telecommunications or broadcast television) of which a change in control entails the withdrawal of the licence.


What is the significance of the authorization from the Annual Shareholders' Meeting for management to issue securities granting access to the company's capital without pre-emptive subscription rights?

This type of resolution, which is widely used by most French companies, sometimes gives rise to comments from shareholders. Provided the company is protected by a minimum issuing price based on the stock price - as is the case - and a right of first refusal by existing shareholders wishing to subscribe at a price which may be considered attractive, this type of mechanism enables the company - and therefore the shareholders - to seize market opportunities. This mechanism makes it possible to float issues very rapidly while protecting the interests of shareholders.

Who sits on the Consultative Committee of shareholders?

The Lagardère group set up a Shareholders' Consultative Committee in order to better understand the expectations of its shareholders, and to offer greater openness to their suggestions, in particular with regard to financial communications. The committee's members (currently 11 members) work in a voluntary capacity. If you are interested to get involved in the committee, Learn more and contact the investor relations team.

Press releases

2020/11/20

Change of custodian for Lagardère SCA registered shares

2020/11/09

Paradies Lagardère announces realignment of Retail and Dining Divisions

Diary


No meetings currently scheduled

The Lagardère group

Created in 1992, Lagardère is an international group with operations in more than 40 countries worldwide. It employs over 30,000 people and generated revenue of €7,211 million in 2019.
Under the impetus of the Group's General and Managing Partner, Arnaud Lagardère, in 2018, the Group launched a strategic refocusing around two priority divisions: Lagardère Publishing and Lagardère Travel Retail.

 

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