2.6 Additional information on the Managing Partners and members of the Supervisory Board
2.6.1 DECLARATION OF NON-CONVICTION AND COMPETENCE
To the best of Lagardère SCA’s knowledge:
- no member of the Supervisory Board or Managing Partner has been convicted of fraud in the last five years;
- no member of the Supervisory Board or Managing Partner has been associated with any bankruptcy, receivership or liquidation proceedings in the last five years;
- in legal proceedings, Nicolas Sarkozy was sentenced by a court ruling dated 1 March 2021 to three years’ imprisonment, two of them suspended, for bribery and influence-peddling. Nicolas Sarkozy has appealed this ruling and accordingly, the presumption of innocence continues to apply in all respects. This first-instance ruling in no way affects Nicolas Sarkozy’s capacity to fulfil his duties as member of the Company’s Supervisory Board. No other member of the Supervisory Board or Managing Partner has been subject to charges or official public sanction by statutory or regulatory authorities (including designated professional bodies);
- no member of the Supervisory Board or Managing Partner has been barred by a court from acting as a member of a governing, management or supervisory body or participating in a company’s business management or governance in the last five years.
2.6.2 AGREEMENTS BETWEEN A MEMBER OF THE SUPERVISORY BOARD OR A MANAGING PARTNER AND LAGARDÈRE SCA OR ANY OF ITS SUBSIDIARIES
To the best of Lagardère SCA’s knowledge, no member of the Supervisory Board or Managing Partner has entered into a service agreement with Lagardère SCA or any of its subsidiaries, with the exception, as regards the members of the Supervisory Board, of the legal advisory services contract between the Realyze law firm and the Group (see section 2.3.1), and as regards the Managing Partners, of the service agreement signed between Lagardère Management (a company entirely owned by Arnaud Lagardère) and Lagardère Ressources. For more information on this agreement, see section 2.8.1 below and the Statutory Auditors’ report on related-party agreements in section 5.8.
2.6.3 CONFLICTS OF INTEREST
To the best of Lagardère SCA’s knowledge, no arrangement or agreement has been entered into between the Company and its major shareholders, or with its customers, suppliers or any other party pursuant to which any Supervisory Board member or Managing Partner was selected. To the best of Lagardère SCA’s knowledge, no potential conflict of interests exists with respect to Lagardère SCA between the duties of the members of the Supervisory Board or the Managing Partners and their personal interests, or between those duties and any other responsibilities they may hold.
2.6.4 RESTRICTIONS ON THE SALE BY MEMBERS OF THE SUPERVISORY BOARD OR MANAGING PARTNERS OF THEIR INTEREST IN LAGARDÈRE SCA
To the best of Lagardère SCA’s knowledge:
- no restriction has been accepted by members of the Supervisory Board concerning the sale of their interests in the Company’s share capital within a certain period of time, except for the rules for trading in Lagardère SCA shares set forth in the internal rules of the Supervisory Board (see section 2.3.2);
- no restriction has been accepted by the Managing Partners concerning the sale of their interests in the Company’s share capital within a certain period of time, except for:
- the rules for trading in Lagardère SCA shares defined in the laws and regulations in force or in the Confidentiality and Market Ethics Charter Applicable to Lagardère group Associates,
- the mandatory holding period for performance share awards, pursuant to the rules set by the General Meeting and the Supervisory Board in accordance with the French Commercial Code and the recommendations of the Afep-Medef Corporate Governance Code (see the Special Report of the Managing Partners in section 2.9.9):
- as regards Arnaud Lagardère, the power held by Financière Agache to veto any decision made by Lagardère Capital to sell Lagardère SCA shares, for as long as Financière Agache holds at least 5% of Lagardère Capital’s share capital pursuant to the terms of the shareholder agreement entered into on 24 September 2020 (see AMF Opinion no. 220C3883).
2.6.5 TRANSACTIONS IN LAGARDÈRE SCA SHARES BY THE CORPORATE OFFICERS AND THEIR RELATIVES DURING 2020
2.6.5.1 MANAGING PARTNERSPursuant to article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier) the following transactions in the Company’s shares during 2020 were disclosed by the Managing Partners or parties related to them:
PIERRE LEROY
A total of 5,856 Lagardère SCA shares vested for Pierre Leroy, Co-Managing Partner, on 7 April 2020 under the 6 April 2017 performance share plan.
THIERRY FUNCK-BRENTANO
A total of 5,856 Lagardère SCA shares vested for Thierry Funck-Brentano, Co-Managing Partner, on 7 April 2020 under the 6 April 2017 performance share plan.
None.
***
No other transactions in the Company’s shares were disclosed in 2020 by any executive or non-executive corporate officer or any parties related to them.