Alstom SA (EPA:ALO)
France · Delayed Price · Currency is EUR 17.08
+0.70 (4.27%)
Apr 30, 2026, 5:38 PM CET
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AGM 2015
Jun 30, 2015
Good afternoon, ladies and gentlemen. Thank you for being here at this shareholders meeting. I would like to declare the ordinary and extraordinary shareholders meeting open. I would like to warmly thank the shareholders who attend this meeting. As usual, we also welcome some guests, analysts and journalists in the room.
Sitting next to me, Jean Jacques Morin, CFO Mrs. Karen Saint, Secretary to the Board of Directors and 3 of our Jean Martin Ford, Lead Independent Director Pascal Colombani on his right, Director and Chair of the Committee of Ethics, Compliance and Sustainable Development Alan Thompson on the left, Director and Chairman of the Audit Committee. They will make presentations during this meeting and thank you for being here at the Rostrum. I would like to greet in the first row the other members of the Board of Directors. They're all present.
I would like to greet Geraldine Picot, Henri Paul Paraffage and Sylvie Rourke, the appointments of which as Directors of your company will be subject to your approval today. And thank you to the other members, the COMEX, except for those who had professional duties. Like in the previous years, in order to facilitate the vote on resolutions and to facilitate for the vote on resolutions for the vote on resolutions. Could you please hand those keypads back to the hostesses when you exit the room? And if you exit the room before the vote, thank you for giving those key parts to the hostesses.
In compliance with the law, it's now up to me to set up the committee. And I call scrutineers, Jean Francois Guillermo representing Bouygues, our largest shareholder holding 90,545 3,867 shares and Cedric Lavifi representing Amundi holding 6,179,979 shares. 2 members of the meeting accounting for the largest number of votes, they accepted this duty. They are present here in the front row. Thank you.
With the agreement of scrutineers, I suggest to appoint Karen Sainte as secretary to the shareholder meeting. We also have the statutory auditors of our company, Thierry Colas representing Mazard and Olivier Lotz representing PricewaterhouseCoopers Audit. I would like to hand over to Karen Sainte. Thank you, Chairman. The agenda of these shareholder meetings is on Page 3 of the notes of meeting handed out at the entry of this room and it is also on the invitation.
The assembly will take place this way. Our Chairman will review the shareholding structure and the highlights of 2014, 2015. We'll review then the project in progress with GE. Jean Michel Gefrio, Manager of the Sustainable Development, will review the strategy in the environmental strategy. Jean Jacques Morin, our CFO, will comment on the results during the fiscal year.
Patrick Con and Jean Martinforce, Lead Directors, will Director, will come back today as some governance. Jean Bartenforce will review the report, the works of the committees of nominations the different committees they chair. And then the statutory auditors will make their presentations. Further to those presentations, we'll have our discussions. You can write questions on the pieces of paper in your dossier.
You can give them to the hostesses and you can also ask your questions orally during the discussions. To conclude, we have the presentation and the vote on the resolutions. Those resolutions are in the notice from page 31 to 34, The report of the Board of Directors on resolutions and the reports of the statutory auditors on related party agreements and commitments as well as the Project 19 resolution are also in the notice of meeting. You will also find information regarding the composition of your Board of Directors and information related to directors, the nomination or the renewal of mandate being submitted to your approval. In the dossier here on this desk, you have all necessary documents required by law and all the documents at the disposal of the shareholders at the head office of the company according to law.
The attendance register is being checked and we welcome our shareholders till 3 p. M. So the share capital of your company has 309,000,000,900 and 20,645 shares with a face value of €7 each. According to the provisional attendance register, the shareholders present or represented or having voted remotely hold 191,606 1,364,000,000, that's to say 61.82 percent. The quorum required is 20% for the ordinary part and 25 percent for the extraordinary part.
The 25 quorum, therefore, is already achieved and the meeting is duly convened. The registration document contains the report of the Board of Directors on the management with the management report, the description of the activities and the risk factors. The other parts regarding the report of the Board of Directors are in the registration document and the notice of meeting as set out on page 8 of the notice. In order to have as much time as possible for our discussions since the and since the activity and the results are going to be presented, I suggest not to read out this report. Thank you.
There is no objection. Therefore, I'm going to talk about the situation of our group. Good afternoon again. And before talking about the results and the outlook of Assam, let me start with you, you the shareholders of the company. On the 4th May 2015, Alstom comprised about 200,000 shareholders distributed throughout the world.
Our main shareholder with over 29% of capital and the individual shareholders account for about 8% according to geographic area. France is all as the majority because of weak individual shareholders and a number of individual shareholders. The investors of the UK represent 19% of the shareholding. North America and Continental Europe account for 12% each, the remaining 4% being mainly sovereign funds from Asia and the Middle East. I'm going to talk about the actions taken by Assam to keep you informed.
You can call our toll free number for any questions at the right address, the address indicated. And there is a section, investors, dedicated to you on our website. We published a letter to the shareholders twice a year after the financial appointments of May November, and this letter is available on our website or just upon simple request by mail. In order for you to better know the activities and our business aligns, the group organizes visits to our main industrial sites and some of you had the possibility and the opportunity to go to the location Alcentransport at Epres La Rochelle this year. We will have the opportunity and the pleasure to welcome you for the 6th year in a row at the Alstom Tribune of the Opens de France from the 2nd to 5th July.
We offer our shareholders the possibility to receive their invitation and to vote electronically through the EHG system. Let's look at the highlights of 2015. First of all, as far as the results of 2014, 2015 further to the transaction with GE, the energy activities, I. E. Thermal power, renewable power and grid are presented as discontinued activities in the consolidated financial statements of the group.
Those activities are therefore not included in the indicators presented to you regarding the orders, the sales, the income from operations. They are booked under the title net result of discontinued activities, according to the IFRS 5 for experts. During the year 2014, 2015, let's just say, the operational activity transport, this activity was quite strong. In transport, we have an operational performance with record level of orders, DKK10 1,000,000,000 dollars progressing over significantly versus the previous years and the sales increased by 8%. The operating margin improved as well from 4.7% to 5.2%.
The operating income itself increased as you will see in the detailed figures by almost 20%, thanks to the proper completion of contracts in progress and the cost efforts. Free cash flow, which was negative during the 1st part of the year, improved during the second half year, even if overall the result remained negative over the period. As to the transaction with GE, I will tell you later on where we stand. This offer was selected or retained by the Board of Directors, submitted to the shareholders and approved by the shareholders at the shareholders meeting last December and we validated a number of major milestones of this project. We still have to get further approvals, regulatory approvals, antitrust approvals as we said it in our financial communication and we hope to have this transaction being closed in the next few months.
And I will now examine into more details each point. Let's start with orders. You find here the details of the orders during the period to the fiscal year and the distribution of them. What is interesting is that apart from the record level of orders booked supported by the contract and it is a historic record of €4,000,000,000 for trains in South Africa. But if we exclude those €4,000,000,000 corresponding to this contract, half of this remaining €6,000,000,000 are in the emerging countries in the Middle East or elsewhere and the other half in the industrialized countries, especially in Europe, which means that here in this sector, we have opportunities, of course, with the economic development and growth in the emerging countries, but also in the industrialized countries where the needs for mobility remain quite sustained, especially in terms of urban transportation.
And you see that those high orders, very high orders. And in the last 5 years, we have had year on year orders exceeding our bills. We recorded more orders than what we delivered to the customers, which means that in the past 5 years, year on year, we have developed the order book reaching a record level of BRL28 €500,000,000 that is say 4.5 years of sales. So as I said, I'm not going to detail it, but you see in a very schematic way on this world map that we've recorded sales and success stories in all geographies and the giant contract in South Africa I alluded to, but also major contracts, very interesting ones being executed like the Tramore systems in Qatar, Qatar, Australia, train for the Parisian metro and a complete metro system in Mexico and so on and so forth. You have here a few examples.
And it shows that not only do we have opportunities everywhere, but we are able to grasp them. So this growth in sales in orders, sorry, associated with growth in sales. And you see that for the fiscal year, we had a growth by 8% of our sales, 7% if we take like for like basis. And this growth of sales, the proper completion of projects and cost control leads to an improvement by 20% of the income from operations and now EUR318,000,000 instead of EUR268,000,000 And at the same time, we keep on working for the future with R and D expenditures, EUR 160,000,000. And on the slide here, you see some programs, which we've been working especially.
And we keep on investing €100,000,000 to create capacities in fast growing areas, but also to keep up to continue industrializing our system in France and in Europe. So let's say a few words on the activities to be discontinued. Energy, with the project with General Electric, where as I said, we have thermal power, renewable power and grid. We do not give detailed indications on the accounts of those activities. It's on the last line of our income statement.
But you see that in this sector, we suffer apart from orders linked to a decreasing market because the market is difficult and it is a transient period, which is very difficult for our commercial activity, but there is a decrease in sales as well. There is decreased order level in Thermal Power and the net income is on the decrease, but it also incorporates a number of non recurring items and a cash flow as you saw, which is before financial expenses and taxes close to 0 with strong consumption of cash during the second half year, offsetting the first half year. Let's say a few words on the General Electric transaction. On this slide here, you can see a reminder of where we stand today and what is still to come. On the 20th June 2014, the Board of Directors unanimously agreed to accept GE's offer to buy back the energy business of Adstom and to create 3 alliance in the form of co companies in certain of some businesses.
The information consultation process with the staff representatives is now completed. The main agreement at all the related documents have been signed between Alstom and GE. The authorizations was abstained. And due on the 19th December last approved the transaction with a majority of 99.2%. The reported authorizations are underway and we hope to close in the coming months since as you know this transitional time is weighing on the company and up to date about 15 authorizations have been secured and we're working on getting the other ones.
After the operation is closed, we'll have to meet again to see what we do with the proceeds of the operation, which is aimed at reinforcing the balance sheet structure of the group. We also to as part of the deal, we will buy back from GE their signaling business, which is a very good very good opportunity to develop part of our transport business that we want to reconcentrate on. And then we'll distribute something like €3,500,000,000 to €4,000,000,000 to the shareholders through a shares buyback process, which is the solution that we are concentrating on. This public share buyback offer will take place as soon as possible after the operation is completed. And this will be submitted to you as part of General Assembly.
So this is what I wanted to say by way of operation. Let me now hand over to Jean Michel Jaffeeault, who is in charge of the labor, environment and societal policies of the company. And he will tell you what we do in the field of sustainable development. Good afternoon, ladies and gentlemen. You certainly are familiar with these figures and their consequence on worldwide demand.
The increasing demography will especially profit at large cities since we consider that in 20 50s most the urban population will amount to 70%. It is extremely necessary now to stop the climate warming phenomenon. And there are 2 main contributors to this global warming. That's the generation of electricity and transportation. The price of CO2 is no longer a taboo.
And European power generators demand or carbon price that should be significant and foreseeable in order to conduct the energy transition. How does Alstom meet these challenges? Well, I'll illustrate what actions we have undertaken through product and solutions. And we'll start with renewable power sector. This sector was set up in July 2011 and stated quite clearly Alstom's commitment in with regards to the generation of low carbon electricity.
Assam supplies all renewable technologies with the exception of Voldevay voltaic power. In the last three years, the installed capacity for Alstom on renewable energy was in average 46 percent against 45% for thermal energy. Hydro power is the oldest renewable energy, but there are still potential extremely extensive potentials in emerging countries such as China, Brazil, India or Southeast Asia. With hydropower, the renovation market is very great as well. A dam can last for several centuries, but electromechanical items have to be revamped.
This is a solution proposed by the thermal power sector and I'm referring to the technology used to capture solutions are in fact the fruit of development that was started by Alstom in 2000 and 7. Alstom set a number of pilot projects based on 2 technologies and Oxy combustion and post combustion. And they have shown that they are technically viable. The impeachment to commercial development are due to the absence of a significant price for CO2 emission certificates. And to a lesser extent, the fact that the neighboring populations are worried by the storage of a large quantity of CO2.
And the problem doesn't arise if we can use former oil or gas fields. And practice this is an example of a CSA, a carbon storage and capture project at White Rose in the U. S. One of the characteristics of the technologies developed by Ostrand is that they can fit in with existing thermal power plants. As you know, there are still quite a few coal fired plants worldwide.
Alstom with this project in the U. K. Has moved on to an industrial stage and will finally demonstrate the validity of their process. This process can capture 100% of the combustion gases and to separate to isolate 90% of this CO2. As an illustration, let us watch a brief video that explains the capture and storage Now let us look at an example of a solution proposed by the grid sector.
The challenge is CF6. This gas is indispensable for high voltage electricals. And it's yet it's one of the hard hats gases under the Kyoto protocol. The electrical industry uses 10,000 tonnes of SF6 per annum and this is a real problem. Our solution is G Tube, an alternative to SF6, which is comparable from a technical and economic point of view, but whose warming power is 50 times lesser than that of SF6.
This is due to a partnership with 3 ms. 3 ms supplied the molecule that helped towards this development. And now let's finish on the with the transport sector. Trade is the mechanical transport solution that is the most efficient in terms of CO2 emissions. Emission is greatly related to the power generation mix in the countries.
Tramways that are running in France are the best champions thanks to nuclear and hydro power plants. But in all cases, rail transportation is undoubtedly the most efficient mode of transport. If passengers use come to use trains or tramways more than other modes of transports, they lower the CO2 emissions, which is why transfer Alstom works with operators in order to make train travel as attractive as possible. In the coming video, you will see an innovative Well, this film shows that with an urban network where with so many frequent stops, it is important to recover the braking energy without dissipating heat. The HESOP innovation enables such recovery for CC current for trams and metros.
And such in such a way that in energy consumption is down by 40% and also it enables savings on infrastructural investment. Altsom is active not only in terms of product and solutions, but in its own operations as well. Alstom's operations do not require a lot of energy. Yet, Aasem considers that you can't make a play for energy efficiency without being efficient yourself, which is why 7 years ago, we set ourselves rather ambitious objectives for 2015. And these objectives were reached as in 2014, 2 figures on this table.
But in addition to these two objectives, we had regarding water consumption, which is down by 30% since 2,008, waste recycling and reduction of volatile organic compounds and all these objectives have been reached as well. So now how can we continue with this effort in the long term? The renewable power sector is a good example of what is done in that area. The initiative is called We Share the Power. And the principle is to work on energy efficiency with a max by involving the employees as much as possible.
In Phase 1, each and every site, we look for cost saving solutions based on the full exhaustive energetic and hundreds of small projects that are do not cost a lot and can be implemented rapidly. In Phase 2, the Alstom employees become ambassadors of energy efficiency at work in the manufacture plants, in offices and as well at home. In the 3rd phase, we redistribute part of the savings that's achieved to charities to facilitate access to energy. Now it is interesting to see how outer bodies assess Alstom's sustainable development performance. Alstom is into 2 internationally recognized indices that are used to assess and recognize the involvement of the group in terms of sustainable development.
1 is the CDLI, the index of the CDP, a transparency index for information published relative to climate change. And we've been in this index for 3 years now. The Dow Jones Sustainable Index is the other one. This assessment covers all the kind of social and environmental topics of sustainable development. We are particularly proud of these assessments that go far beyond the purely environmental approach of sustainable development.
For many years now, we've been thinking that a group such as Alstom is has to be sincerely committed to sustainable development without this impeding economic development, quite to the contrary. Thank you, Jean Michel. And now I'll hand over to our financial CFO, Mr. Jean Jacques Morin, who will present the accounts for the 14 2015 year. Thank you, Patrick.
Ladies and gentlemen, good afternoon. I'm going to show you the results of the financial year from the 1st April, 2014 to the 31st March, 2015. Income statement, as Patrick said, the income from operations grew by 19% reached €18,000,000 The restructuring charge is €106,000,000 regarding expenses include a provision related to the agreement with the American Department of Justice as well as some asset write offs. Financial expenses €137,000,000 are adding to this transitional period and are not the group. Equity investees, it's negative this year impacted by depreciation on the asset value of TMH in our accounts.
Net income booked therefore a loss of €790,000,000 Free cash flow this year, this is cash flow after flows linked to taxes and financial expenses. This cash flow was negative minus €429,000,000 penalized by the cash profile of some contracts among others. Our business was characterized by a volatility of the capital working capital requirements from one half year to another according to the level and nature of orders and sales. During the second half year, the free cash flow was significantly positive, almost €1,000,000,000 offsetting to a large extent the negative amount of the first half year, thanks to optimization efforts of working capital requirements, stocks and receivables plus a better cash profiles of some projects executed during this period. Net debt as on the 31st March 2015, the net debt was €343,000,000 versus €3,038,000,000 in 2014 same period.
This development resulted mainly from the free cash flow negative and the proceeds of the activity, the equipment, auxiliary steam equipment. Our share equity, sorry, decreased over the period of time for €124,000,000 on the 31st March versus 5 €109,000,000 on the 31st March 2014 impacted mainly by the negative income from operations. Thank you very much. Let me finish this presentation with governance. The listed company has Tom implements the recommendations of the AFFO Medev Code.
And in front of you, you have the competition of the current Board of Directors with 14 members out of 8 foreigners among them, the majority are independent. All of them have recognized as competence and experience. Jean Martin Fores is the Lead Independent Director. And I will hand over to him so that he can explain to you different aspects of the governance. Ladies and gentlemen, good afternoon.
Before talking about my activity as Lead Independent Director and the Chair of the Nomination and Remuneration Committee, I would like, upon the request of our Chairman, remind you of the main aspects of the activity of the Board of Directors in 2014 and the way this Board should evolve after this shareholders meeting. We had about 15 meetings on the Board of Directors. One meeting took place in New Delhi. This Board was centered on the review of strategic actions in terms of transportation in this region. The attendance rate was 93% this year, which confirms the commitment of all members of the Board of Directors.
The main items on the agenda were, of course, the firm offer made at the end of April 2014 by GE to acquire the energy business of Alstom, the examination of the competitive offerings is where we received, the setting up of an extraordinary general meeting to discuss and vote on this transaction, the review of the strategy in the transport sector, the financial situation of the group and the risk analysis plus the covenants issue. During this fiscal year, the Board of Directors resorted to the works of 3 committees: the Audit Committee, the Nomination and Compensation Committee and the Committee for Ethics, Compliance and Sustainable Development, the current composition of which is presented here behind me on the slides. As you can see, each of those committees is chaired by independent director and a presentation of the business of the activity of each of those committees will be made by their respective chairmen. As you saw in the invitation, the mandates of Patrick von, Candace Spiendike, Claus Mangold and Alan Simpson will expire at the end of the shareholders meeting and it is proposed to you from resolutions 4 to 7 to renew them. To replace 3 directors, the mandate of which expires, the Board of Directors proposes you to appoint as Directors, Henri Paul Paul Lafarge, Geraldine Picot and Sylvain Roca.
I would like them to introduce you to introduce themselves to you and to explain to you their motivations to join the border. Henri, good afternoon. I've been attending for 17 years this shareholders meeting. I've been on the COMEX for 10 years. I was a CFO from 2,004, 20 10 and then Chairman of Alstom Transport since 2011.
Beyond this experience at Alstom, I will share my experience on other Board of Directors, Roger or Vimelek, if you of course place trust in me. Thank you. Thank you, Henri. Gerasyl de Pico, if you want to take the floor. Thank you.
Ladies and gentlemen, good afternoon. Alstom reaches a turning point and under this backdrop, I would like to have your approval to join the Board of Directors. Here's my career path. I worked at Arthur Andersen as an auditor. Then I joined different international groups, 15 years of which as a CFO for those groups.
So Safic Alcon where I worked in France and in the U. S. EDF and Mann, where I worked in England and in Switzerland. And finally, Essilor International, where I am in charge of the finances of this group and I've been in charge since 2011. I was independent Director in France ADP and in the Netherlands on a listed company, Dore Egberts, I would like to outline the fact that at Essilor, I'm also in charge of mergers and acquisitions plus partnerships in context of extremely sustained growth.
We carry out about up to 40 mergers each year at Essilor. So this experience is an international one and I'm strongly motivated and passionate about the future development of Alstom. And those are my reasons why I would like to join your Board of Directors, and I would like your approval. Thank you. Okay.
Now let's move on to Cielis Ricard. Good afternoon, ladies and gentlemen. It's an honor, a great honor to be with you today and to ask for to call for your approval to my appointment to the Board of Directors of Alstom. Here's my career path. I worked mainly in large international groups and 30 years at PSA Peugeot Citroen, where I occupy different positions, CFO and responsible for mergers and acquisitions, international fundings, partnerships.
And I left this group after having spent 30 years. I left it in 2007, and I was the CFO at that time. I joined the Societe Generale after that as Deputy CFO and then as CEO of Investor Department. I left Societe Generale in 2010. And since 2010, I have been working for AlixPartners.
It's a consulting firm, an American consulting firm of over 1500 people in the world, accompanying the development of industrial companies in terms of reorganization and improving their performance. I have financial and industrial experience. Also have a financial career path in the industry. Alstom is a French champion. I think we can see it with technology, which is recognized worldwide.
And I do hope that my financial experience in the field of partnerships and international funding might be useful or could be useful to this Board of Directors and I would be very happy and proud to share this expertise with the Board of Directors if you choose to approve my appointments. Let me finish in saying that my experience as a Director dates back to some years ago as Director representing the group for which I worked, PSA and then Societe Generale. I was the Director of Florecia to Florecia, sorry. And I've been also for 4 years now the Director of CFAO. It's a retail company in Africa.
And in the last few weeks, I was appointed Director of Afrigejecheon, the French affiliate in the oilseed sector. Thank you. Thank you. So we will ask you vote on this resolution, renewals and appointments. I would like to say a few words on the composition of your Board of Directors after this general meeting if you vote on the resolutions presented by the Board of Directors.
So the Board will be made up of 14 members with 19 independent directors, 64 percent 6 foreign directors, 43% and 6 women, 43%. The Board of Directors will have Patrick Ron as the Chairman. And Patrick Ron said he was going to the Board of Directors will take the necessary decisions and started to prepare them. As far the other mandates, Gerard Oserre will succeed me will replace me as Lead Director and the composition of the committees will evolve. You see here provided of course that the appointments and renewals are approved.
The committees of the Board of Directors will be the following ones. The audit committee will be chaired by Alain Thompson for 5 members out of home, 4 independents, Generale de Pico would join this committee. Appointments and compensation, Gerard Oise will replace me as the Chair of this committee. It will be made up of 5 members, out of whom 4 independents, Olivier Rocca will join this committee. And then the final committee, Ethics, Compliance and Sustainable Development, Pascal Combenendi will remain Chairman, 3 independent members.
And now as for our internal rules of procedures, let's look at the independent, the lead director. The activities are presented in detail on page 213 of the registration reference. I took part in all the meetings. I was appointed the Chairman of the Committee. And I also conducted the work of this committee that's met 7 times in order to conduct its business with the help of external consultants.
And I made sure that the Board was informed of these meetings. I examined situations of potential conflicts of interest. I also had interviews with the CEO regarding the in order to prepare the board meetings. I was made myself available to the directors. As a Chairman of the conducted the work on the conducted the work on the composition of the Board and the renewal of directors.
I conducted individual interviews. I also required the opinion of the HSCGE regarding the exceptional remuneration conditional remuneration allocated to the CEO. And now to the work of the Appointments and Remuneration Committee. This committee is comprised of 6 members including 4 independent members. It met 5 times and the participation rate was the attendance rate was 83%.
The committee issued recommendation regarding the creation of a lead director function, the definition of its missions, privileges and remuneration. Also the update of the committee that the committee also issued reflections and recommendations regarding the Organization of the Future Administration Board of Directors and its committees. As now the remuneration due and attributed to Patrick for the year 2014, 2015. This will be submitted to your vote as part of under Resolution No. 11.
Now the remuneration is detailed in all its elements in the registration document and in the notice of the meeting in pages 10 to 12. The Patrik Krausz remuneration is made up of 3 items, a fixed yearly salary that is determined at the beginning of the year, reflecting the experience and responsibilities of the leader and for similar companies, an annual variable part to recognize performance. This variable part may vary from 0 160% of the annual base rate and it is linked to financial objectives and personal objectives specific objectives as well. And this year the remuneration includes an exceptional variable part that is conditioned to the completion of the strategic move with GE. The fixed remuneration of Patrick Cron is €1,200,000,000 and unchanged compared to the previous year.
And if we now take into account if we look now at the variable part, When we apply the objectives and rule predetermined by the Board of Directors, the growth variable part was set to €1,268,000,000 That's 105.7 percent of the gross fixed salary for a variable remuneration of 100% and maximum 1 of 160%. The part that corresponds to the financial objectives was set by the Board at 41.7% within a window of 0% to 80%. For the year of 2014, 2015, the financial objectives relative to the foreign sport sectors accounted for 1 quarter of the financial component. And those relative to the energy sector accounted for 3 quarters of the financial compensation. Now the variable exceptional variable remuneration that was agreed at the Board of in December.
The Board decided to allocate a conditional exceptional remuneration to Patrick. That is the count of the value of 150,000 Alstom shares assessed on the basis of this stock price at the day the operations at GE takes place. This remuneration is paid on condition that the transaction is approved by the general shareholders meeting which took place in the 19th December, 2014. And the if and it will be paid only if all the necessary authorizations are obtained. In addition, the CEO enjoys a supplemental retirement system pension system that applies to about 15 leaders in Alstom.
These systems are presented in the registration document and was presented in the last general meeting on 20 6th June, 2012. No change since then. The rights accrue gradually and represent each year a percentage that is lower than the 5% limit. And I would like to indicate that should if retirement age is 62 that the CEO if he retires could enjoy a gross pension of about 12% of the annual reference remuneration and also another pension equal to 1% of the annual reference remuneration, which makes some total 13%, which is quite much lower than the 45% ceiling set by the AFMADEF code. Patrick will not enjoy any departure and indemnity.
And that was concerning Resolution number 12. Now let me come to the 2 resolutions asked to approve regarding related party agreements. The first one is the renewal of the former commitments made to the CEO that is the additional benefit plan with the defined benefit plan and defined contribution plan that I just explained. And also in case of upholding the mandate, the rights to exercise stock options and the rights to the delivery of performance share. The registration document shows all these rights in detail.
And finally, Resolution Number 13 regarding an exceptional remuneration to the members of the ad hoc committee that was set up to study to examine the offer received from GE. The remuneration was 15 €1,000 for a total plus the repayment of costs for €8,500 Thank you, Mr. Forza for this very clear and detailed presentation. I'll hand over now to Alan Thorfson, the Chairman of the Audit Committee who will report on the audit committee. Then Pascal Colombagne in French again will report on the ASICs for good formative and sustainable development.
Thank you, Patrick. Good afternoon, ladies and gentlemen. I chair the Audit Committee. I have chaired it since 2nd July 2013. Our committee comprises 5 members, 4 of whom are independent, I.
E. 80 percent. Among those members, we have the Chair of the Committee for the Ethics, Compliance and Sustainable Development, sharing opinions on its committee and we conduct work set by the internal rules and different representatives of the management attend our meetings. Systematically, the financial manager, the internal audit manager also in charge of internal control, the manager of management control and the legal officer. Then we have specific reviews with other executives like the cash flow manager or representatives of the financial management of the sectors.
The statutory auditors attend each meeting and present their reports. I also meet meet them personally whenever we review accounts. During the past fiscal year, 4 meetings were held with an attendance rate of 95%. The business report of the committee is on page 215 of the registration documents of the fiscal year. The audit committee sees to the quality of financial information published and the efficiency of internal control procedures and risk management.
Like each year, the committee examined the account reviews, we checked the relevance of the accounting methods and treatments this year during the closing of the half year accounts. The specificity of the accounting treatments in the consolidated accounts related to the transaction contemplated with GE were subject to an in-depth analysis. I also attended to the detailed review of the offer made by General Electric and the alternative proposal as a member of the ADOC committee set up by the Board. Like each year, we reviewed the internal control procedures implemented within the group. We discussed the results of the yearly campaign of internal control assessment and action plans.
We make sure that all these procedures are reliable and the existence and the results of action plans put into place to improve internal control and risk management. During this fiscal year, additional works were on the development of internal controls and the information systems and technologies of the group presented to us in detail by the IT manager. The internal audit manager presented the half year report and yearly reports. We approved the internal audit program of early fiscal year. As usual, committee examined risk the group to which the group was confronted and the risk management procedures.
The committee monitored the development of legal risk and legal proceedings in progress as well as the development of cash flow, the off balance sheet commitments and provisions. The committee reviews in Asia section of risk factors in the registration documents and shares the observations with the Board of Directors. The committee also examined the amount of fees paid to the statutory auditors and made sure that their works fit into the directive set by the external audit charter of the company this year. And since now the mandates are getting to are going to expire, the audit committee recommended the Board of Directors to propose their renewals with turnover of the signatory associates or partners. This is submitted to you.
In resolutions 14, 15 and resolutions 1617 proposing the appointment of new deputies. Thank you very much. Thank you, Alan Simpson. I'm going to hand over to Pascal Colombany. Thank you, Chairman.
Good afternoon, ladies and gentlemen. I'm going to talk about the Committee for Ethics, Compliance and Sustainable Development. This committee was set up in September 2010. I have chaired it since the 1st July 2014. It is made up of 3 independent directors.
The first chair was Jean Martin Folens. And on my first slide, I would like to recall the main admissions or assignments of this committee. As far as ethic and compliance are concerned, the committee has following objectives. We want to examine and review the policies of the company in those fields and to make sure that the procedures and the resources are in place so that we can implement those procedures. And of course, we report to the Board of Directors and we share our observations.
For instance, we review the corporate policy in terms of ethics and compliance. We examine the organization of disposition ethics and compliance and we may issue recommendations. We examine the code of ethics of the group and the rules and procedures put into place and we make sure that those rules are circulated and enforced. We examine the mapping of the risk for the group, especially in terms of ethics and compliance. And of course, we are informed of the situation, the development and the characteristics of those risks.
And then we examine the action program of the company in terms of ethics and compliance. We see to it that this policy is well enforced. And if there is a loophole, we examine the action plan to remedy them. We also look at sustainable development. We examine policies and management systems of the group in the environmental sector, the health and security policy of the group, the diversity policy policies with the various stakeholders, customers, suppliers, local authorities, of course, within the framework of the social corporate responsibility.
And we examine the mapping of this risk in that field. And we assess the reporting procedures and the control procedures related to the extra financial indicators I. E. Environment, health, safety and security, social indicators and all indicators used knowing that all this has an impact on the results, including the financial results. Let's say a few words on some topics we checked in 2014.
In 2014, 2015, the Code of Ethics was completed and more detailed on some aspects like rules in terms of invitation, some aspects relating to human resources and the code was also deployed in other languages to make sure that it is well known to everyone. Training has been was strengthened. We trained an additional 7,600 employees to ethics and compliance during the fiscal year. We launched a new communication campaigns internally. And what I would like to say as well is that beyond the specialized teams at the head office in each sector of the group and in a lot of countries, the policy of ethics and compliance is voted by ambassadors, 300 of them, making sure throughout the world that actions launched throughout the group being really taking place and promoted and to make sure that those actions are duly implemented.
The committee is also informed of prevention systems, alert procedures, management of identified incidents and sanctions in case of non observance. Two remarks here regarding the main events, which took place in 2014, 2015. First event, the agreement with the World Bank in 2012, if you remember, an independent observer was set up to make sure that the practices of the group were in line with the applicable enforceable rules of international trade, especially to prevent corruption. This independent expert analyzed the activity of the group for 3 years, visited 15 major countries in terms of business for our group and concluded that Alstom set up a compliance program in line with the directives of the World Bank. So I met this person several times myself and I can tell you that this matter can be regarded as behind us.
As you also know, an agreement was struck with the American Department of Justice to put an end to a series of investigations regarding some old contracts and some accepted to plead guilty for non complying with the provisions of the foreign corruption PA FCPA as to the accounting books and internal control and to pay a fine of about $772,000,000 The Board of Directors was presented with this project and thought that it was in the interest of the company to agree with the terms and conditions set by the Department of Justice and the planning and seeing that the fine will be paid by some in spite of the agreement to start with GE on the disposal project of the energy business. This is an exceptional case in such a transaction. The American Department of Justice did not require a monitor in case of a positive conclusion of the works in agreement with the World Bank. Since the World Bank is now satisfied, we have no monitor here on this issue. The committee, of course, is kept informed of the other procedures and legal proceedings for investigations in progress.
The management is, of course, to be done by the management, but we monitor everything happening very closely. To conclude on that point, I can tell you that the policy is conducted and I support it without any ambiguity. The policy consists of finding a solution each time in order to defend the interest of the company on the past problems. They are in a very limited number and see to it that the duties of the company in terms of ethics and compliance that those duties are observed in implementing procedures, organizations and the adapted resources. You heard Mr.
Geoffroyo, who presented some objectives and indicators like the energy intensity, the greenhouse gas effect. I would like to insist on the safety at work, which is a main component of the human resource policy. And our group, of course, is exposed to businesses presenting CSF business, a risk for employees or subcontractors throughout the world. And it seemed to us important, we members of this committee, to monitor the performance in terms of the safety at work and different action plans. We can observe regular progress in this field, and we can only encourage the management to continue efforts in that field.
The committee supported the string up of diversity policy with objectives targeting Jean. And then the policy is kept in form of the general actions as to the relationship with external stakeholders. We have a foundation, Alstom, supporting about 17 new projects each year since its creation in 2007. So thank you. Thank you.
But I'll hand over right away to the statutory auditors so that they can prepare present their report, which is found on pages 146, 47 of the registration document and also on page 15 to 18 of the notice of the meeting and page 19 for the JENS Resolution. Thank you, Mr. Chairman. Ladies and gentlemen, good afternoon. On behalf of the statutory auditors, PricewaterhouseCoopers and Mazars, I'm going to present our report on the financial statements for the year ended on 31st March 2015.
As the documents the President just explained, our reports can be found in the registration document. For consolidated financial statements of pages 146 to 47, Then the financial statements and the special report on related party agreements and commitments and then the report prepared by the Chairman and finally the consolidated report. First of all, the consolidated financial statements, we unreservedly certify these accounts. However, we draw your attention to two observations. First, the accounting treatment and impacts of the transactions planned with GE and the notes at 11, Alstom strategy move comparability then the assets held for sale and discontinued operations And finally, liquidity risk management.
The second observation concerns the agreement passed with the American Department of Justice and as well as disputes and in less illicit payments. And we determined we looked at these significant estimates made by the management of the group that is determining we're determining the margin at the end of construction and long term contracts, impairment tests on goodwill, impairment of other long term assets and continued operation. Then the financial statements that we approved unreservedly year again. In this report, we'd like to attract to draw your attention to a note 3.2 agreement between Alstom and the American Department of Justice and 12 to 5 that describe the consequences of the agreement concluded with this department. The assessments on which our opinion is based were the accounting treatment, the main impacts of the plant transaction with GE and the expected milestones, the evaluation of shares and related debts and the main disputes.
Now as a part of related party agreements and commitments that will be covered in Resolution number 4. Our special report is to be found in pages 160 9 to 172 of the registration document and page 18 of the notice of the meeting. It's our responsibility to communicate based on the information that we received. The main features in the commitments and agreements that were already approved or that we discovered during our audit without having to comment on the relevance and or substance. First of all, the commitments and agreements that have already been approved by the previous by previous shareholders' meetings.
1st of all, the underwriting agreement in connection with the share capital increased without preemptive subscription rights. The protocol of industrial cooperation and the contract for the issue of bonds. Finally, the commitments made to Mr. Kuo. These commitments relate to the renewal of the previous of the benefits after the terms of Mr.
Coms Mondat is reached. These commitments cover stock options as well as performance shares and supplemental pension schemes. Now the agreements and commitments for the past year, The first the special remunerations that were paid for the examination of the offer received by GE. For the remuneration paid amounted to €45,000 Then the agreements and commitments authorized since the end of the previous year. These are the commitments for regarding Mr.
Patricon that were authorized by the Board of Director in May 2015 with under the following conditions a renewal of his mandate as of his office as a Director, renewal of his office as a CEO. And these commitments are similar to the previous ones that were in force on the 5th May 2015. They cover stock options, performance shares and supplemental benefits pension benefits. The 4th report is on the report prepared by the Chairman regarding internal control and risk management procedures. This is in page on page 239 of the registration document.
And we have no observation to make regarding the President's and Risk Management Procedures for the regarding the treatment of financial statements. Now the report on the consolidated environmental labor and social information on pages 31011 of the registration document that calls for no observation. And finally, our last report on Resolution 19 that you will be asked to vote on. It concerns the proposal to delegate to ask the Board of Director to reduce the share capital in should the company decide to buy back its own shares. And this calls for no comment.
And thank you for your attention. Thank you so much. And now we will open the discussion. And first of all, we'll answer the written questions that we received and which were answered by the Board of Directors that met before the general the shareholders meeting. And then we'll answer the questions from the audience.
We received 3 sets of questions. The first one was received on the 22nd June from Mr. Louis Poche. And I'll ask Mrs. Sainte to read the question and the answer.
The question is this. I read in the press that following the sale of energy 3 €500,000,000 to €4,000,000 will be paid distributed amongst the shareholders. Given the current context on capital gains, would it not be preferable to distribute this sum under the form of an exceptional dividend, which would be exempt of that as it would represent a reimbursement of assets? This would result in a drop of the cost price of the shares held by shareholders. This alternative would be appreciated.
The answer is as follows. Among the possible modalities for distribution to shareholders of a portion of the proceeds of the sale of Assam's energy businesses to GE, The way of the Opera followed by a capital reduction by cancellation of repurchased shares is currently privileged by the Board of Directors. Indeed, this is the way most suited to the size of the operation and that it gives the choice to the shareholders to participate or not. On the tax standpoint, we do not share your analysis on the tax treatment applicable to exceptional dividend distributions. Indeed, the distribution of a dividend, even exceptional, would be nontaxable to the shareholder, only for the distributable profits and reserves of the company had been previously distributed.
And so far as Alstom has distributed reserves of approximately 6.6 €1,000,000,000 on 31st March. The proposed distribution would be treated for whole shareholders as a taxable dividend entirely under French tax rules. We received 5 questions from C Trust active investors on the 21st June. The first question was as follows the meeting on the 19th December, a vote resolution concerning the sale of energy businesses of Alcento GE. You informed the shareholders that the fine imposed would be 7 $72,000,000 to be paid by Alstom that represents the main part of the group's published loss.
As this information was only provided to the shareholders during the shareholders meeting held on the 19th December 2014, Thus after institutional investors had voted, can this vote be considered as valid? The Board of Directors that unanimously decided to issue a positive recommendation of the offer of GE on 20th June 2014 submitted the latter for the approval to an extraordinary general meeting for good governance reasons even though the group approval of our shareholders is not legally required. During this general meeting in December 2014, which approved the transaction to sell Alstom's energy business into GE, the CEO of Alstom reported on the project's progress. In particular, he indicated that the Board had taken note of a limited number of recent positive and negative adjustments regarding the terms of this transaction. More specifically as regards the investigations launched by the U.
S. Department of Justice over several years, the company a few days before the shareholders meeting in December 2014 had reached the final stage of negotiations with the U. S. Department of Justice in order to find an agreement to put an end to these investigations. The shareholders were informed that should an agreement with which was expected in the very near future, the U.
S. Department of Justice was stipulated that any fine be borne by Alstom and that no part of it could be passed on to GEA as part of the transaction. At that stage, the company was legally prevented from communicating further information on the ongoing discussions with the Department of Justice. When the final agreement was signed on the 2nd December, the company informed the market in detail. Meanwhile, the Chairman informed the shareholders that a number of elements that have recently been finalized with GE, which had to result in higher proceeds from the disposal for us.
The CEO made it clear at the meeting that the combination on the one hand of these positive adjustments arising from commercial negotiations with GE. And secondly, the agreement that can be reached with the Department of Justice would have a non material impact negative impact, not exceeding a delta of magnitude of 2% on the overall economy of the transaction with GE, which was submitted to the shareholders voucher. This was confirmed by the company on 22nd December during the announcement of the conclusion of the agreement reached with the U. S. Department of Justice in the amount of the fine imposed.
The information provided by the company to the shareholders at the December meeting having been true and correct there is no reason to call into question the validity of the shareholders' votes. The second question is as follows. This fine link to events that took place while you were Chairman and CEO? And if so, how do you plan to take responsibility? The answer is the following.
The company under the directorship of Batiquifon has implemented regularly strengthened an integrity program to ensure strict and foremost enforcement of laws and regulations enforced in international trade. This has been a continued process that has been ratified through regular audits mandated by the CEO. All the information relative to the settlement agreement with the U. S. Department of Justice is in the public domain including the fact that it relates for the most part to historical projects and note at the time inadequacies in the internal control systems of the group.
This agreement also acknowledges that the group's policies and procedures to combat corruption have been regularly improved. For example, Alstom has undertaken substantial efforts to enhance its compliance program and to remediate prior inadequacies, substantially increasing its ethics and compliance staff, improving its alert procedures, increasing training and audit existing and ceasing the use of external success fee based consultants. In addition, the company is not today subject to the control of a monitor on its compliance procedures contrary to the practice in this kind of situation. Finally, it is also worth noting that the agreement with the DoD does not absorb any individual company employee or officer or grant them any protection. This agreement DOJ can continue its investigation against any individual including Alstom's executive officer.
The third question is as follows. The media have reported on people being held in the U. S. Employees are former employees in conjunction with this case. Can you give us an update or what's the growth support is the group providing them?
To the knowledge of the company, no employee of former employee of the group is being held in the USA. The Board is granting you besides your global remuneration an exceptional compensation of over €4,000,000 that can be considered as a veiled severance package even though you leave behind a group that is publishing losses and has lost 3 quarters of its business. And the AfEP MEDEV code indicates that such a remuneration can be allowed only according to the group's performance. Could the Board reconsider this decision in view of your failed strategy that has left precisely to the sale of these activities to GE? On June 20, 2014, the Board of Directors unanimously recommended the offer from GE to acquire Alstom's energy businesses to set up 3 alliances under the form of joint venture in some of these activities and to allow Alstom to strengthen its position in the strategic sector of rate signaling.
The board considered indeed that this project best guarantees the long term interest of Alstom's employees both in energy as part of GE or the alliances or in transport within Alstom. The shareholders agreed on the analysis given by the board and gave their support to the project with more than 99%. It also received the approval of the French state on the 5th November, 2014. The board considered that Patrick Roy thanks to whom this project was completed, was the only one able to complete under satisfactory conditions this major strategic operation for both the group and its shareholders, the implementation of which is particularly complex. Therefore, under upon the purpose of the nomination and recommendation committee and having obtained the opinion of the High Committee of Corporate Governance, the Board unanimously decided without the CEO being present to allocate to him an exceptional and conditional compensation subject to the completion of the transaction with GE.
It is indeed an exceptional compensation as contemplated by the AFET MEDAS code, which states that only highly specific circumstances may warrant the award of an extraordinary variable component. In accordance with the AFEX MED ELF recommendations, the board has fixed several conditions the payment of this competition, which are the Boforsk criteria, the completion of the transaction with GE, a priority strategy for the group. The payment of such of but also to the receipt of all necessary approvals from the merger control authorities and from the regular standpoints a process which is still underway today. Its final amount will correspond to the cash equivalent of 150,000 shares of the company valued on the basis of the market price of the company's share on the day of completion of the transaction with GE. This corresponded to about 20 months of remuneration both fixed and variable.
And the remuneration committee decided to cap it to 2 years. Patrick Rehan shall be leading the Alstom Group at time of completion of the transaction. The board fully confirms its decisions and rejects any allegation to assimilate this exceptional remuneration to a severance payment? The 5th question is as follows. Could you tell shareholders meeting precisely what GE's commitments are towards employees of the activities now held by the U.
S. Conglomerate? The answer is the following one. Even before the completion of the transaction, GE has taken undertakings in a charter with the employee representatives. It's a matter of providing information relevant for the understanding of the project, information on the preparation of the integration and the support of experts.
As such, the direction of the General Electric Human Resources in charge of this project meets the representatives of our customers. As part of social policy and relationship with social partners, JIH also concluded with employee representatives an agreement on the European representation of the employees transferred from Alstom. It's planned to establish EWC covering all industrial activities of GE in Europe for which negotiations start to date. Finally, GE is committed to create 1,000 netted jobs in France over the next 3 years primarily in high value areas such as manufacturing and engineering. The respect of this commitment will be monitored by an external auditor.
General Electric also has taken undertakings on the location of decision making centers in France. Thank you. We received on the 24th June a letter containing 4 questions from the Post Invest Company. And the Board of Directors wanted to answer those questions. Since the letter of 8 pages, I will ask Mrs.
Sainte to extract the 4 questions and to provide us with the answers. First question related to the legitimacy of the shareholders meeting of 19 December 2014, we requested to take a view in the conservative capacity on the sale of Alstom Energy Businesses and shared and central services to GE. Further to the occurrence of the meeting, eve of a significant change in terms of the transaction stated in the report of the Board and put on the agenda of the meeting such being in breach with the French legal rules and notices and more particularly Article R 22583 wouldn't say the recorded become null and void and by the project being so modified and maintained wouldn't be a new consolidation recommended be required? The Board of Directors gave the following answer. The Board notes that this question is similar to the first written question put by the company FeeTrust active investors to the extent that it calls in question the validity of the shareholders' vote during the meeting held on December 2014.
Therefore, the board provides the same response. The board notes that the Chairman and CEO made it clear at the meeting that the combination on the one hand of these positive adjustments arising from commercial negotiations with GE and secondly, of the agreement that can be reached with the DOJ would have a nonmaterial negative impact not exceeding an order of magnitude of 2% on the overall economy of the transaction with GE, which was submitted to the shareholders vote. Second question related to the quality of information provided with regards to the conduct at the origin of the Post invest indicates that the parent company within the framework of the agreement with the DOJ has fully admitted it was guilty on various failures with regard to control and diligence and after reading the registration document 2014, 2015 raises the following question. Can we therefore consider as an exact, sincere and exhaustive information that the conduct submitted by the company mainly arose from the use of sales consultants, external sales consultants and can be observed as stated in the Chairman's and Auditor's reports that there was no failure with regard to control processes in the group. This is the answer.
The company is sure that the shareholders were properly informed and more specifically in its annual report on the investigation conducted on alleged illegal payments. The company and the directorship of Patrick program to ensure strict enforcement of laws and regulation enforced in international trade. This has been a continual process and been ratified through regular audits mandated by the Chairman and CEO. Improvements have also been made on the efficiency of the internal control provisions, which have punctually failed as regards the facts identified by the DOJ. The registration document 2014-fifteen as well as the Chairman's report on internal control and risk management procedures included therein present the elements relating to the fiscal year of 2014, 2015 and underlie to this extent the actions undertaken during the course of the fiscal year ended on 31st March 2015 in order to continue the strengthening of the integrity procedures of the group.
The efficiency of the current measures is notably illustrated by the fact that the company has not been required by the Department of Justice to have the monitoring of an external auditor called monitor to ensure the functioning of the current compliance procedures? 3rd question relates to the legitimacy of the information on the exceptional compensation proposed of the Chairman and CEO. Do the concealment or spreading of elements in breach of the law on the remuneration proposed to the Chairman and CEO for the fiscal year 2014 constitute inaccurate and misleading information on the remuneration proposed for the Executive Director for the fiscal year. The Board gave a following answer. The Board considers that all the elements related to the remuneration of the Chairman and CEO have been set in accordance with the applicable law and the AFFE Medev Code recommendations to which the company refers and the corresponding information has been made according to the standard rules and practice of the company in this field.
More specifically, the exceptional conversation decided by the Board of Directors on the 4th November, 2014 and immediately disclosed according to the AFFED Medev code is presented in the section relating to the remuneration paid to the Executive Director of the Chairman's report to the Board of Directors and no element is considered as suggested by this question C section entitled exceptional and conditional remuneration on page 220 of the registration document 1450. The exact amount of this compensation could not be included in the 2 AFFE mid-f summary tables on page 124 of the registration document that are mentioned by the shareholders to that extent that unlike as for the statement made in the preamble to this question, such compensation is not payable for the fiscal year ended on 31st March 20 15. The payment of this compensation is indeed conditional upon the completion of the transaction with GE and the presence of the director, the head of the company at the time of its payment and its amount being will be set according to the market price stock price. So to ensure transparency, the existence of this conditional and exceptional compensation is recalled under those terms in the table footnotes of the AFFF Medev summary tables on Page 24 of the registration document 20 14, 15.
The Chairman and CEO also benefits from an exceptional variable compensation decided on the 4th November 14 and which is conditional upon the completion of the transaction, which is expected to take place over the course of 2015, 2016 fiscal year. This compensation will be paid as the case may be over the course of the 20 fifteen, 2016 fiscal year. It is capped at 2 years of his 20 14 remuneration. The provision has been accounted in respect of this remuneration in the financial statements as of 31st March 2015. The amount effectively paid will be included in the summary tables that will be prepared for the fiscal year during the course of which it will be due and paid upon satisfaction of the related conditions.
Concerning the presentation of elements regarding the remuneration of the Chairman and CEO in the resolution. It provides on one hand the elements concerning a fixed variable remuneration for the fiscal year 20 fourteen, 2015. And on the other hand, the cap and the characteristics of this exceptional and provisional compensation decided by the Board on the 4th November 2014. It is also recalled that such conversation is due in respect of events that are subsequent to 31st March, 2015. Question number 4, question related to the opportunity to consider the cancellation of such exceptional compensation given both legal risk and current context of the company.
Given the illegitimate debt remuneration which could at risk the company and the unbalanced nature of its amount in the current context, would the Chairman and CEO, like his predecessor, not agree on renewing his renunciation of 2,009 for any termination payments? The Board considers that the granting of an exceptional compensation to benefit of the Chairman and CEO under the terms as set is legal and legitimate. The Board rejects any allegation to assimilate the conditional and exceptional compensation to a severance pay and answer to this effect to the 4th written question from the company Fee Trust active investors. Thank you very much for your attention. Okay.
Thank you, Carole san, for this lengthy presentation, but we wanted to give a detailed answer to the written questions. Let's answer questions from the audience and we're going to take questions from this room And we'll also take the written questions I have received in the meantime. So let's start with the room first since we have the mic. Yes, could you please ask your question? Number 2, go ahead.
I know that Mr. Bouligot is in the room, but I haven't seen him, but I will give him the floor later on. Rene Pernodet, individual investor. Good evening. You said during shareholders' meeting some time ago that OECD right at the beginning of the century examined the forward questions or the matters and asked companies to define a charter, a code of ethics and to take all necessary actions to remedy those possible corrections.
It is admitted in some text you have read that there has been a failure or a loophole in the policy of the company in the past? Was it under your predecessor or under your leadership? But the company has to pay. And what we observe is that the 772,000,000 dollars you said euro, but of the American fine are offset almost by the increased price paid by GE for the takeover of Alstom activities. So it means that when a company buys another company, the company takes all assets, the positive what is positive and what is negative.
But to us shareholders, it is not exactly the same. It's not at all the same. I do not know what the additional money paid by GE to Alstom was going to come out of this money. But for the fiscal year, closed on the 31st March 2015, this fine is booked in these accounts and therefore the results are in the red and therefore we can say that we shareholders especially the individual shareholders, suffer from that because we do not have any dividends and I find it very regrettable. And without I can I have to tell you, although I have a lot of esteemed for you that for the fiscal year 2014, 2015, you should have given up your variable the variable portion of your compensation?
My question first question, I heard that you know that with the media, we always have to be very cautious. I confirm that. I heard that there would be other legal proceedings against Alstom in other states. We don't know whether it's in France, in Europe, in the U. S.
Or elsewhere. My question to you, how many legal proceedings there are? In which country? Which litigation? Number 2, following step, the legal actions might not have started yet, but there may be some disputes which could, I'm very cautious, which could lead to legal proceedings.
So could we please take some of the situation so that in the future years, we do not we are not confronted with the same situation and that we do not discover all of a sudden that fines will be imposed upon Alstom. And Mr. Fowles, you insist on the quality of the governance of the company, but in the end, this governance is far from being so good. One example, which was which struck me, I observed that the attendance rate of the directors in the nomination and appointment committee was not very high. And so it was not really high.
And with the very modern techniques and the video conferencing resources, it is possible to have everyone on this committee even if you stay at home? Thank you. Well, you have raised a large number of questions. You are referring to the loss on the financial year. Well, yes, that's a factor.
And this is very this is due to the prospects to impacted by this fine of 7.7 $2,000,000 because this had an impact on the balance sheet of course. But as it happens, this is recognized in the accounts, but the with GE is not yet recognized. When it is, you would see an exceptional positive payment of €700,000,000,000 Concerning the dividend, there won't be any dividend distribution indeed. However, there's the prospect I hope in a very new future of having a general shareholders meeting where you can decide about an opera amounting to several billion. If the transaction takes place, there's no reason why you should distribute a dividend before the opera.
And if the transaction is not closed, it's not completed then we won't be able to pay it if they don't anyway. Now the rules for applying the implementing the conformity the compliance policy? Look at our registration document and annual report, of course, you have not only the review of all the details of this American operation, but you also have some indications regarding the different investigations underway in the U. K, in Brazil and in France in particular. So here we've been very, very transparent with the information we had.
But I'd like to return to the our general policy on compliance and what actions we have in place to fight corruption to call a spade a spade. You say there's a problem. Yes, of course, there's a problem. But one problem is one problem too much. But let me take an example.
We talked about safety at work earlier. Unfortunately, there are accidents. They are decreasing in numbers. So you'll tell me, Mr. Coyle, you're a criminal.
Some people come to work, you're living with your in your firm and they get injured. Yes, we would be criminals if we did not set up a safety policy, if we didn't have protective gear for the equipment, if we did not train people correctly. But there is no zero risk situation. Our objective is to reduce the risk as much as possible. And what how do we do it?
That has nothing to do with it say somebody in the audience. Well, let me it has everything to do with it. No, no says somebody. And the interpreter cannot hear anymore because there's no microphone. We'll have to wait until Mr.
Kohl's answers comes before we can make anything out of it. I believe, Cisse Pecs de Compre that the debate is not based on the number of on the noise level, But it can only progress by exchanges and voting. You have a resolution to approve or not approve the remuneration of the so called criminal. Still no microphone, sorry. Less.
Thank you for this clarification, sir, says Mr. Macron. What do we do in this situation? Let me repeat. Everybody could do better.
I'm quite certain, but we and our small way did this. Day after day we set out and implemented the resources needed to comply strictly in all the 100 countries that where we have commercial operations. And for all the employees involved in this commercial operations, we have set objectives, the code of ethics. We have set down procedures. We have implemented means of controls and we trained people.
And whenever we identified a problem case, we investigated it, we dealt with it, we took the with safety with safety at work. There is something that you need to understand, dear sir. I'm only providing an explanation, sir. I cannot rewrite history. I just try to avoid creating problems or damages.
What we try to do is to deal with whatever case emerge to the best interest of the company. And more specifically, we tried to implement resources and means so that it would not happen again. And the Department and a heavy fine, I and a heavy fine, I agree. But the Department of Justice did not ask that a controller should be appointed. All other companies in the similar situation were condemned to having a controller in place.
We don't. We had a monitor that stayed in place for 3 years. He examined everything, came up with remarks that we took into considerations and that enabled us to improve and which is why I have no headache today as to the way the company operates. Well, of course, there is a limited number of problem cases. Every year we sign tens of 1,000 contracts.
We have a place for €350,000,000,000 worth of contracts. So a problem with a few 100,000,000, it's a lot for ordinary people, but it's 0.0 percent, you see. And so we're doing as much as as well as we can and we're certainly doing better than many others. I have for you to recover after this somewhat noise exchange. I have received a few questions in writing.
A series of questions on transport. 1 concerns our trans store tire wheeled tramway. We have a few contracts in exotic places such as Clermont Ferrand or City in Colombia. Do we recover the braking energy of trains? Well, we recover 99% of the braking energy on trains as Mr.
Bress Aillon explained. I'm told that the railway market is in a crisis and how will we recover? Of course, there's competition. Of course, certain conurbations don't have quite enough funds, but we still have EUR 20,000,000,000 in our order book with a back of what 4, 5 years. That's a historic record.
We have succeeded in maintaining and reinforcing our positions in industrialized countries. We're developing in emerging countries. We'll develop further when we get G signaling business. So for a company that finds it difficult to recover, well, I wish all other French companies to fare as badly as we do really. And should we produce what about the buses and lorries?
Well, I don't think we need to achieve skills and competences in areas that are so different from ours. Now there's a question on the headcount at Alstom Transport, the permanent staff. Well, they have decreased by 300 people and account we now have 26,000 employees plus minus a few. Because as you know there are a number of restructuring operations in Canada, England, Spain and Saint Trois where we have our head office. Another question is Alstom going to take place in the main in this major climate conference either directly yes or through another company that brings together all the French railway players.
And well, up to you now. I need to rest of it. The lady over there. Number 1, microphone number 1. Marie Jean Pasquette, I'm a shareholder and the editor of the website.
We looked at your financial communication. We came up to the same conclusion as Fit Trust and Fed Invest. So I do I disagree with the positive and negative adjustments that you mentioned that were presented on the 19th December. So I will repeat what you said before the deputies, the members of parliament. You were saying that all the assets and liabilities were to be taken over by GE.
The project was therefore reduced by €600,000,000 In registration document, we see the figure €720,000,000 for some unknown reason. This year Sage represented 5% of the transaction. At the same time, we had other commercial discussions with GE that led to an increase of the sale of other assets that would bring a positive 400 €1,000,000 for Alstom. So negative element of item for €700,000,000 and a positive item of plus €450,000,000 and you say that the difference would be only 1%. I think that your explanation is somewhat a bit of a fallacy really because on one on the one hand you offset the sale of assets by extending the duration for which by which the Alstom brand could be used by GE.
And on the other hand, you have a decreased price for GE that is an extra expenditure on Alstom. Now Mr. Grant, I believe that you are not putting 2 and 2 together to make 4. If you damage my car, you and you decide to remedy this, you are not going to do so by buying back my washing machine. So this would be a fallacy just like the explanation you say.
So what I the C Trust and Rail Trans Trust ask is that is the fund that the vote was not valid is totally fully grounded. The second point about the financial information. It seems that in all this business you've been led on because you had a fine and you did not how to present it to the shareholders and GE came upon this. And I'm not going to say that you deliberately tried to hide this fine through with this agreement with GE although you may have. You said that this fine was something that had been known since June.
You say that it would be offset by GE. It would be taken over by the liabilities of GE, which means that the fine was known. If this is the case, why was it not provisioned in May? And why was it not provisioned on the 30th November in the half year account? Or maybe it was there, but hidden somewhere totally and conspicuously.
So why did the audit committee accept this? Your answer that would say, well, we didn't know how much it would the fine would be. That doesn't hold water because not knowing the amount well, if you just don't cooperate and don't discuss with the authorities, you can further postpone the decisions by the Department of Justice. And this is important because this seems to be a repetition of the British fine. What you don't say about the British fine is do we ask the question is that since your registration document something has happened Mr.
Jean Daniel Henet, the Chairman of Compliance was arrested or rather sorry was not arrested, but he was indicted and sued. Well, if this is justified, if the facts are proven to be true And so that could feed into the SFO in Britain. And I know that the investors are trying to compute what the British fine could be and it's quite high. So why is it that today we had only 8 lines in the registration document concerning the British case. And it seems that we can't assess the amount.
Why is it that the statutory auditors accept this? Because if there's a fine of €500,000,000 for the shareholders and they buy back the share, it won't be perhaps €3,500,000 or €1,000,000,000 or €4,000,000,000 but lower than that. Could you answer this question? Yes, of course, I can. First question on the shareholders meeting of last December.
6 months after the fact you declare, you discover that the situation is not regular and that answer your question now at a stage of development, the transaction, this would be not responsible. But the problem cannot be phrased this way. The answer was provided by the Board of Directors. The Board had not has an obligation to consult with the shareholders meeting. We did it because we wanted it for governance reasons.
And during this shareholders meeting, we said 2 things regarding the transaction with General Electric. So 2 targeted things. The first one was that based on the previous assumptions and according to the terms and conditions of the agreement of GE, if there was going to be a fine, we anticipated that it would be paid by GE. We gave up this provision of indemnification and let's say the transfer of the liabilities to GE, we did it this condition was imposed by the American authorities and we did it because it was in the interest of the company to accept it. So indeed compared to the if you look at the initial project, the amount has been deteriorated and you are surprised at the amount in euros.
And but if you look at the fluctuations between currencies, well, you will notice that the parity has changed. And well but if it's the only problem you have, it's not that serious. So indeed, we had this negative element and we had a positive element which was within the framework of the transaction with GE. It has nothing to do with the washing machine or a car. It was the same project minus this fine and then plus a number of components related to the transaction enabling us to increase by BRL 400,000,000 the amount of what we're going to get from GE.
And when I add up and I take into account the minus, I arrive exactly at what I said in December and in the press release published on the 22nd December within the framework of the financial information given to our shareholders, the figures and the facts have not changed. And what I said in front of the National Assembly, one of the 3 additions hearings, I said that a plus and a minus did not seem to me changing significantly the terms of the transaction and the shareholders who voted on this project would not have voted on something which is different from a material point of view. 2nd topic related to that one, the financial communication And the knowledge we had of the amount and this corresponds to some theories which are insidious and stupid on based on conspiration as if okay we understand the whole transaction with GE is because there was a problem with the American authorities and it's a way of getting a peaceful solution. No, it's absurd. It's stupid.
It's insulting. It's against facts. Because of course, we explained to GE the risk we had because at that time we negotiated this. We had not started discussions with the American authorities on a possible financial transaction. And of course, I presented to GE.
GE was ready to collect all liabilities, and I wanted the GE to know exactly what they were going to buy. But the Department of Justice became aware of this project. There was a leakage by Bloomberg on 23rd April. And you heard of this project as they heard. And at that time, we neither well nobody had the slightest idea of what would be the amount of the fine and we anticipated and what you could do is to check-in a very detailed way and you can do it after the shareholders meeting.
I did it after I received the recent communications. You take the details of our financial communication, what we said about the DOJ, the accounts of the 31st March 2015, what we said in 2014 and look at what we said and what we did. So we have an investigation on 5 cases for the SFO, 5 cases. Cases which are between 2,000, 2006 to be precise and for which there is a legal proceeding in progress because the dossier is going to be brought to the British justice And you're not going to make me specific declarations because there is a legal proceeding in progress. And you're talking about Jean Daniel Linnet and the fact that he's being invited.
Let me take this opportunity to tell you that this gentleman indeed did work for our company for 41 years. In 2006, he was appointed to me appointed to deal with compliance. He used to work in power and have the highest esteem for the honesty, the rigor of Mr. Lenny. And I do believe that he contributed with me in a very decisive way.
He contributed to the implementation of procedures recognized now by the judiciary authorities as being in compliance. So of course, he's been indicted because of the presence in essence, lack of presence in essence over there. But we'll see whether there is a fine. It is too early for me to tell you because it is in progress and I cannot anticipate on a possible fine. That's it.
Number 6. Good afternoon, Chairman, individual shareholder. Chairman, some years ago, I mentioned a problem of turbines. And you said we're not going to take an action there because in the business world it is not possible. So 10 years ago there were already problem.
And not so long ago I went to Switzerland to visit the graveyard of my grandparents and I met the trade unions of Baden. They speak French very well and we talked again about those problems. And this person of Baden regretted us regretted that we didn't take an action at that time, but this past time. What I regret is that we have a fine, a fine we paid. And in the document you have €720,000,000 in another document, €772,000,000 So I do not understand Well, it's in dollars or it's in euros with the parity at the closing date.
It was not specified. I thought of that, but yes, that's the reality. That's the difference. Furthermore, Chairman, is there a correlation between what happens with Mr. Chaudhron Le Conseil, the BNP and the case we have this year with the Americans regarding the fines.
I heard so many rumors and crazy things on these matters. Let's try not and add to it. And is national representative establishing a link between the We have a number of questions on GE. Let me try and answer them. Are you sure that the commission is going to give an agreement to the transaction?
I'll start with the easiest question. Are you sure that the European Commission will agree knowing that GE will have over 50% of the gas turbine market? Okay. So is the sale to GE really threatened? Where do we stand?
And what is going to happen if this project fails and what would happen if this project was to fail? Well, listen, we obtained as I said in my presentation about 15 agreements from regulatory authorities. And I hope that we are now almost finalizing those approvals in Europe, but we have some jurisdictions as well having to give their agreements. So let's say a few words on Brussels. Where do we stand after we put a dossier which was maybe not too exhaustive enough in spite of the 50,000 pages.
We received several hundreds of questions and we tried to answer all questions. When I said we, it's a GENS, okay? And those answers were analyzed. We had about 50 meetings with people in charge of this dossier in Brussels and they made a statement of objection, notification as we say in French. What does it mean?
It means that all elements on which there might be a problem, it's a very complete document. And we responded to this document 2 days ago or 72 hours ago. And this document is a list of fields where we need to provide an answer. So they say there is no problem for we can say there is no problem for so many reasons. And we and in some other cases, we bring what we call remedies.
They will be examined by the commission. And when I say wheat, we end GE. Once again, it's absolutely essential because once again after 14 months of examination and investigation, if the project was to fail, it would be a very difficult situation. But there is no reason why we should end up in such a situation. We carried out an analysis on complementarities and this analysis is absolutely true.
And GE is strong in some fields where we are not strong and not sustainable in the long term. And the sectors where we have a significant position, there is no problem of competition because GE is not present like markets around coal, offshore, wind, power, nuclear turbines. So you see there is some overlapping. This is the specific attention by the European Commission. But unfortunately and this is what we discussed several times our position on positioning on gas turbines.
We sold about a dozen of turbines per year in the last years and this market is not strong enough for to be added to GE. When you have GE, when you have Siemens, Mitsubishi, Anseldo, the Chinese operators, the Koreans. Do you really believe that customers will have problems to find the right piece of equipment? So I am confident. And if we have to give additional information on such and such Marta, we will do it and in the next few days, I will have the opportunity with GE of course beyond the hand of our original documents, I will have the opportunity to attend a meeting with the community authorities and the member states.
So I'm confident and I'm sure that we can complete this project. And I'm not going to change my opinion each time I've been asked this. I find that it's a very lengthy procedure. It's very difficult to go through from a human point of view for the teams and from a financial and sales point of view. And I do hope that we are on the right track and it's the last stretch.
And I really hope so because time is running away and it is a real trauma for the company. And in the end, it will destroy value in jobs. So everyone is aware of that and therefore we need to move ahead. Question number 2? Jerome is my name.
I'm a shareholder. What about the initial agreement planned between Alstom and GE and the current agreement are there a lot of differences? Okay. Let me clarify a number of points and let me give you a broader answer. You know that the agreement and there was a leakage on the 23rd April.
This agreement does not correspond to the one signed in June and then implemented and for which the shareholders gave an agreement, number of provisions to place with the joint ventures with Tinge and Alstom rights were given to the state in the nuclear sector and so on and so forth. So there of course, there have been a number of differences between the initial plan, but this is in accordance with what was submitted to the extraordinary shareholders meeting. So it's not true that you discover later on that the situation has changed. No, everything is very clear. The operation of joint venture is very clear and was detailed in the documents submitted to the shareholders for the shareholders meeting of December.
So the situation has not changed compared to the 3 party agreement signed within the state GE and as some of the 21st June. But it was slightly different from the agreement I negotiated with them in last April. Yes, indeed. But there are 3 parties the state GE and Alstom. And this agreement is being implemented now or enforced now.
Number 4? Good afternoon, Jean Marie Fanchard, individual shareholder. I'm a bit surprised with the way you're presenting things and ridiculing the people who ask specific questions. I'm not going to go into the detail of things. But I only find that without looking at the changes in the share price there in recent days, we shareholders have lost a lot.
We asked you to give up the variable parts of your remuneration. You did not answer this. Well, we have abandoned our variable share a long time ago looking at the share price. So I'd like you to say something about all this because well I don't know whether you recognize me, but I already asked questions in the past and I was never unpleasant to you. I am though to do, because what happens we are losing money and we don't understand.
You say that the order book is full. Well, that well, it's all going well on that side. So how is it that the market doesn't value the company so well? It means only that there are things that you're not telling us. 2 plus 2 is always 4.
So I'd like you to answer this one, because you didn't answer the 1st shareholder that asked the same question. And it's not just you, you see. You have a whole Board of Directors who are all paid from 77,000 Mr. Jean Marc Faltz is always a director in the Port of all companies that are not doing well. So he's a professional Director.
Well, it will give us the get us rather people who are prepared to risk their shares, because these directors don't hold that many shares, 16,000 is paid off for you. But and I'm worried because I trusted you until about a year ago maybe 2 years. And now my feeling is that you're really making laughing at us. Not only are we losing money, but you're making fun of us. So you don't want to reduce our remuneration while we lose money and the directors are really heavily paid for not a lot of work.
Well, thank you very much. So I'm going to answer these two questions. Not those concerning my remuneration, but I'll answer your 2 questions. First, I'm not making fun on anybody. Like I'm being in Salt Dutch, I tend to react perhaps a bit more vividly than I should.
But I do not make fun of anybody here. Everybody can express whatever they say as long as they are not insulting. So please don't say that I'm mocking anybody. Now to the share price. Of course, I see the development of the share price.
When I joined Alstom, the share was worth nothing. So you trusted me for a time and that's very kind of you and you were right to do so. Now remember the last capital increase that I did 2004, it was worth €0.40 of a euro. As it happens indeed, the share price has been under pressure for a while since the peak we experienced in 2009. Why is it?
Well, not just because we're no good. It might also be developments in particular in the field of energy. With markets are changing on a market of 250 units worldwide. How many turbines were sold in Europe last night last year? 1.
And for gas turbines, for example, we had market shares in Europe of about 20%, plus a few percentage points in the rest of the world. Now we still have 20% of our markets which is now 0 and the rest is very difficult. So what happened sir is that if we look at the structural development of the environment in which we are which is an illustration of the share price, because shareholders analyze things just like we do. They see that the market is difficult. Look at Suez last year, €15,000,000,000 in assets depreciation.
And that was a plant that we supply to them. Look at Alio, look at Lyon in Germany, they're stopping their energy business and concentrating on photovoltaic. Look at Enel in Italy, they have a program to reduce their gas capacity in the coming 5 years. And well, so the conditions are not good. In the face of this, I made responsible decisions.
At least I consider them to be responsible decision by organizing this transaction with GE. Of course, I find it extremely difficult because my number one responsible that it was trying to find a future for the group within the group. But you have to look at the reality in the face. If you have a choice between doing nothing and going heading straight for the wall, go ahead or making a decision that meant that everybody was against us at first and then they started thinking. And the shareholders when they made they were asked to approve somewhere against.
And then they all said at the general meeting, the shareholders' meeting that they were against this operation when they came to vote. The 99% of them voted in favor. So I will urge that the share price today is under pressure, but you know very well why sir. One of the reasons is that shareholders, if we look at the situation today, they say, okay, that's where the company plans to head. And there are risks with the execution.
And the share price of Alstom is related to the risk of completion. And what the order book will emerge for the time being is kind of drowned in a combination with the absent value refocusing on transport in the conditions that correspond to the transaction with G And what does the completion risk knowing that if the transaction is not does not close, these consequences will be rather significant to use an understatement. Now what you say about the Board of Directors. I'm very proud to chair this type of Board of Directors. This operation with GE is good for the company, is good for our employees and it's good for our clients.
And you should know the type of pressure that was imposed on the Board of Directors to fold up. You see? And I'm very happy that the positions they took were indeed guided by the interest of the company and no other consideration. So I don't accept that you should insult 1 or the other of our directors. I have esteemed all and each one of them, especially Jean Marc Lafolz, who chaired, who was a CEO of very good CEO of a big company.
I worked for him at the time. And he's done very good work as an independent director as well. And he has decided not to ask for his office to be renewed, his term of office to be renewed. Unfortunately, this is something I regret and I would like to pay tribute to his contribution to the operations of the company. But I can't allow you to just go ahead and say just anything.
There were quite a lot of questions on share price that I tried to answer. A few questions on my exceptional remuneration that the Board of Director has answered. Any other questions from the audience? One more and then we'll vote the resolutions. Yes.
Good afternoon, Mr. Lucia, individual shareholder. I have a very down to earth question about the competitiveness of the rail business. Despite the successes to SORC there was something that surprised me last year in a paper there was an agreement between Geneva and the Ronald region to buy trains. It was the same order and the Swiss bought trains from Stedler and Ronald bought trains from you for us for a price of 13,000,000 euros That's a difference of 30%.
Of course, there may have been political support, but there is a problem there. I don't want to comment on the contract that hasn't been signed. It's kind to raise the issue, because I think we're going to publish a release tonight. But you can't believe everything you read in the papers even La Vie du Reil. But there has been a very heavy negotiation.
We negotiated with the Ronald region and we signed a contract with them against Stadler and we're very happy to have again to have won this to have been awarded this contract. On competitiveness, just a word, we were awarded all these orders. And this means that we're not that negligible. It means that we're good enough. We have good technology.
We have an industrial facilities well distributed worldwide and we can answer all sorts of configurations. The market is not easy. It grows in volume, but it's extremely competitive and prices are being pressured downwards. If we want to continue registering orders, we have to work on costs, which is what we are trying to do. I think that the company now is good.
The only problem that we had up to now was that we had a limited constrained financial resources with the GE transaction that won't be the case any longer. Alstom will refocus on transport and will be able to conduct a development policy. We have quite a few resolutions to vote John. So if you don't mind, we'll move to the resolutions. Last year, I forgot to explain the electronic voting procedure.
I hope I don't do the same this year. So first, on the electronic procedure. Ladies and gentlemen, the unit that you were given is strictly personal. The number of votes you hold is loaded in the unit and displayed on the screen. So you can use only the green, yellow and red keys.
Red means voting for in favor. The yellow key is when you abstain and the yellow key you press when you vote against. After the resolutions are read you have to vote on then you'll hear please vote. At that time you'll see the rectangle that tells you the remaining time to vote. Then when this is over, you'll hear voting is over and you can no longer vote.
The results will be displayed on the main screen a few minutes after the vote. Don't forget to please switch off your mobile phones during the voting procedure and return the voting units when you leave the room. Right. Thank you. And now I'll ask our secretary that seems to have recovered from her reading of the questions and answers.
As indicated in this session, the quorum is 20% for the ordinary part and 25% for the extraordinary part. And it seems that the attendance list shows that the shareholders are represent hold 62.5% of the shares with their voting rights. The resolutions will be adopted at the majority of the votes of the present or represented shareholders for the ordinary part and 2 thirds for the extraordinary part. The full text of the resolution is in page 31 to 34 of the notice of meeting. Now we'll read the summary of the resolutions and you'll vote immediately afterwards.
In the first resolution, approval of the statutory financial statements and operations for the fiscal year ended on 31st March 2015. Please vote. Voting over. The first resolution is carried with a majority of 99.61%. 2nd resolution, the approval of the consolidated financial statements and operations for the fiscal year ended on 31st March 15, 2020.
Please vote. Voting over the resolution is carried 99.62%. 3rd resolution, allocation of the loss of the fiscal year ended on 31st of March 2015. No dividend paid in respect of the fiscal year. Now please vote.
Voting over. The 3rd resolution is carriage with a majority of 99.645 percent. 4th resolution renewal of Mr. Patrick Con's appointment as Director for a period of 4 years. Please vote.
Voting over. 4th resolution is carried by 70 97.635 percent. The first resolution renewal of Mrs. Candace Bynicker's appointment as a director. Please vote.
Voting over. The 5th resolution is adopted by 92 point 22%. 6th resolution renewal of Mr. Claus Mango's appointment as Director for a period of 4 years. Please vote.
Voting over. The 6th resolution is adopted by 98.626 percent of the votes. 8th no, 7th resolution, a review of Mr. Alan Topsin's appointment for a period of 4 years. Please vote.
Voting over. The 7th resolution is adopted by 98.135 percent of the vote. 8th resolution, Appointment of Mr. Henri Popin Lafarge as a Director for a period of 4 years. Please vote.
Voting over. The 8th resolution is adopted by 99.321 percent of the votes. 9th resolution, appointment of Mr. Geraldine Picot as the Director for a period of 4 years. Please vote.
Voting over. The 9th resolution is adopted by 99.6 60 percent of the votes. 10th resolution appointment of Mrs. Silvi Ricard as a Director for a period of 4 years. Please vote.
Voting over. The 10th resolution is adopted by 99.469 percent of the vote. 11th resolution advisory vote of the shareholders on the elements of remuneration due or attributed to Mr. Patrick Ho in the fiscal year 2014, 2015? Please vote.
Voting over. The 11th resolution is adopted by 87.176 percent of the vote. 12th resolution, approval of related party commitments made to the benefit of Mr. Patricon and post the mandate set as was approved by the general shareholders meetings in June 2015 and continued. Please vote.
Voting over 12 resolution is adopted by 19 7.133 percent of the vote. 13th approval of related party agreements entered during into during fiscal year, exceptional compensation as authorized by the Board of Directors in for the fiscal year 2014 2015. Please vote. Voting over. 13 strength solution is adopted by 90 5.587%.
14th resolution renewal of Pricewaterhouse Cooper's audit as a statutory auditor for 6 consecutive years with Mr. Edouard Demarc. Please vote. Voting over. The 14th resolution is adopted by 99.512 percent of the votes.
15, resolution, renewal of Mazarin's statutory auditors for a period of 6 consecutive years with Mr. Cedric Heizer. Please vote. Voting over. 15th's resolution is adopted by 99 point 5 15 percent of the vote.
16th's resolution, appointment of Mr. Jean Coutu Georgiou as the Deputy Statutory Auditor of PricewaterhouseCooper's audit. Please vote. Voting over. The 16th resolution is adopted by 97.938 percent of the vote.
17th resolutions, appointment of Mr. Jean Moricel Nucci as a Deputy Statutory Auditor of Mazar. Please vote. Voting over. The 17th resolution is adopted by 97.942 percent of the votes.
18th resolution authorization to be given to the Board of Directors to trade the Capite shares maximum amount 10% of the share capital, a duration 18th month. Please vote. Voting over. This 18th resolution is adopted by 99 point 627 percent of the vote. 2019 Resolution, authorization given to the Board of Directors to reduce the share capital by cancellation of shares maximum amount 10% of the share capital.
Please vote. Voting over. The 90th resolution is adopted by 98.603 percent of the votes. Finally, the 20th resolution authorization to implement the shareholders' meetings decisions and complete the formalities. Please vote.
Voting over. The 20th resolution is adopted by 99.772 percent of the votes. Yeah. So thank you to our secretary, our hostesses at your disposal to collect the electronic keypads. And before declaring this meeting your trust.
All items on the agenda have been having been addressed. The meeting is over. Thank you.