Euro Disney S.C.A., the holding company of Euro Disney Group (“The Group”), Euro Disney Associés S.C.A. and EDL Hôtels S.C.A., the operating companies of Disneyland® Resort Paris, are each a French société en commandite par actions.
Under French law, the structure of a société en commandite par actions introduces a distinction between the gérant, which is responsible for operating the company, and the supervisory board, which oversees the management of the company. The two other components of the legal structure of a société en commandite par actions are the general partners and the limited partners.
THE MANAGEMENT COMPANY (“gérant”)
The role of the gérant of a société en commandite par actions is to manage the company in the company’s best interests. For disclosure of the list of the members of this Executive Committee and the positions that each holds, see the Management Team.
THE SUPERVISORY BOARD
The role of the Supervisory Board is to monitor the management of the company in the best interests of the shareholders and to oversee the quality of the information communicated to them. For disclosure of the list of the members of the Supervisory Board, please consult the Management Team Section. The Euro Disney S.C.A. Supervisory Board Members’ Charter dictates fundamental obligations to which the members of the Board must conform. The Supervisory Board of EDL Hôtels S.C.A. consists of subsidiaries of Euro Disney Associés S.C.A.
Two Committees have been created within the Supervisory Board of Euro Disney S.C.A.:
– A Financial Accounts Committee, created in 1997, is composed of three members of the Supervisory Board, namely Mr Philippe Geslin, Mrs Valérie Bernis and Mr Anthony Martin Robinson. Its role is to review, on behalf of the Supervisory Board, the Company’s financial reporting process and the audit thereof, and the internal control environment and the review thereof. The Financial Accounts Committee also reviewed the internal and external audit functions.
– A Nomination Committee, created in 2002, is composed of two members of the Supervisory Board, namely, Mr Philippe Labro and Mr Thomas O. Staggs. Its role is to propose candidates as members of the Board.
THE GENERAL PARTNERS
Towards third parties, the general partners have unlimited liability for all debts and liabilities of the company. For disclosure of the general partners and the operating companies of Disneyland Resort Paris, see “Group Structure”.
THE LIMITED PARTNERS
The limited partners are the shareholders. Their rights are represented by shares which are identical to shares of a company which is structured as a société anonyme. The shareholders are convened to general meetings of shareholders and deliberate in accordance with the legal and regulatory requirements in effect.
For disclosure of the compensation of the Gérant, of the Members of the Executive Committee and the members of the Supervisory Board, see the last Reference Document.
The Company’s shareholders have approved the implementation of different stock option plans since 1994.
The options are valid for a maximum of 8 years from their issuance date and become exercisable in equal installments beginning one year from the date of grant. For further information about stock options, see the Euro Disney FY2006 Consolidated Financial Statements.
Source: Euro Disney S.C.A.