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French limited partnership with shares

In 2005 Touax adopted the status of a French limited partnership with shares.
Touax shareholders selected this type of legal structure in order to provide continuity in the company’s management and effectively separate its management from its supervisory and control bodies.
This legal structure is somewhat unique in that the company is owned by two types of partners: limited partners (shareholders) and general partners (partners).

Limited partners (shareholders)

The limited partners own shares in the company, but their liability is limited to the amount of their registered investment in the company. They attend shareholder meetings and appoint the company’s Managers or Managing partners (general partners or otherwise), Supervisory Board Members (which much be shareholders), and statutory auditors, and approve the financial statements submitted by the Managers.

General partners (partners)

General partners have joint and several liability for the company’s debt and obligations. They cannot free themselves from their responsibilities as general partners by simply resigning; they can only be removed through a shareholder vote during an Extraordinary General Meeting. General partners can own shares in the company, but unlike other shareholders, they cannot vote on Supervisory Board member appointments or removals. Touax’s general partners consist of the following two simplified joint-stock companies:
- Holding de Gestion et de Participation; and
- Holding de Gestion et de Location.

Management Board

The Management Board is comprised of the company’s Managers and administers the company. It is assisted by an Executive Committee and heads of the various operating divisions.
The Managers are appointed through a unanimous decision by the general partners. Their compensation is set forth in the company’s bylaws, and is approved during Extraordinary General Meetings. The Touax Management Board currently has two Managers, Fabrice Colonna Walewski and Raphaël Colonna Walewski.

Executive Committee

The Executive Committee meets regularly, usually twice a month, and directs the company. It is responsible for:
- Outlining the company’s business, investment, and financing strategies;
- Overseeing the company’s operations; and
- Making acquisition and divestment decisions.

Supervisory Board

The Supervisory Board works on behalf of Touax shareholders to monitor the company’s management. It ensures that the financial statements are in order, assesses whether management decisions are appropriate, and gives opinions on proposals made by Managers during shareholder meetings – especially regarding the appropriation of profits. The Supervisory Board has the same powers and access to information as the statutory auditors, thereby enabling it to carry out its control functions. The Supervisory Board reports on its findings during the company’s Annual General Meeting.

The Touax Supervisory Board is chaired by Alexandre Colonna Walewski and contains eight members, including three independent members.

 
 
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