Governance

NewCode Governance is independent from any single stakeholder and is a balanced representation of all stakeholders, in charge of and only of the long term interest of the Enterprise as governance will itself define and update it : maintain and support a NewCode Enterprise System through which the Enterprise has the best chances to successfully employ and expand its Human Capital, and efficiently source Financial Capital to do so.

Governance comprises representatives from NewCode Instrument, management, employees, and as the case maybe strategic partners as well as external expertise.

Governance defines/adjusts strategic perimeter, appoints and replaces management team, creates and maintains consensus on the Consensual Enterprise Project, maintains alignment of interests across the enterprise system, and makes the best of the capital markets to maintain/expand Capital Structure according to the Enterprise needs.

Governance members are compensated according to the Enterprise success, through the CEP and Value Sharing component.

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CONSENSUAL ENTERPRISE PROJECT

The strategic project, prepared by the management team, is discussed with the investor and the employee representatives. The adherence of the social body to the project is an essential condition. It forces stakeholders - investors, managers, employees - to develop a shared vision of the future and to put in place a business plan of reference.

CAPITAL STRUCTURE

The equity investor holds a financial instrument - "NewCode Instrument" - which replaces the ordinary shares, entitles the holder to a fixed interest and a share of the value created. The NewCode instrument presents an intermediate risk-reward profile between equities and bonds.

VALUE SHARING

Value created is shared between human and financial capital in proportions originally planned in the NewCode agreement. Value sharing occurs during the execution of the plan (bonuses, profit-sharing, dividends) and / or during refinancing operations (crystallization and distribution of value).

DOWNSIDE MANAGEMENT MECHANISM

It is the counterpart to the contracting of the investor's remuneration. The processes of adaptation of the company in case of underperformance are anticipated and documented in the NewCode agreement. This anticipation clarifies in advance the rules of the game and empowers employees to protect the operational performance of the company.

GOVERNANCE

Management representatives, investors, outside directors and employee representatives participate in the governance of the company. Well aware of the realities of the company, they participate, upstream of the decisions, in the debates on the strategic plan, sharing with the other directors their operational knowledge of the company, its markets as well as the performance factors of the organization.