A study case presentation done for a Corporate governance class, taught by Andrea Melis at the University of Cagliari. The aim is to compare the ownership and control stucture of the two companies, highliting the main differences to see how does it affect their leadership and management.

1. Study case:
Evalutation of the ownership and control structure of
Bouygues S.A VS Atlantia SpA
Financial year 2018
International Management Master degree
Corporate Governance Course
4th May 2020
Presented by:
Mariyam ITTORAHOU
And
Dahab EL KINDI

3. Plan:
1. Company profile
2. Organization chart and business
3. Senior executives
4. Board structure, composition and committees
5. Ownership and control structure
6. Comparison summary between the two companies
7. Evaluating the effect of the ownership and control
structure on the board structure and composition.

4. Company Profile of BOUYGUES
Nationality French company, Headquarter in Paris
Foundation In 1952 by Francis Bouygues
Listed Euronext Paris
Sectors of activity Media, Constructions, Telecoms
Number of employees 129.000
Worldwide presence 93 countries
Sales 35,6 bn
Net Profit 1,311 m

12. Company Profile of Atlantia SpA
Nationality Italian company, Headquarter in Rome
Foundation in 1950 by the Institute for Industrial Reconstruction - IRI
Listed Borsa italiana
Sectors of activity
Constructions, Infrastructure Sector and transport services
Number of employees 31,000
Worldwide presence 23 countries
Sales 11,3 milliards €

15. Composition of the Board of directors

16. Board of statutory
auditors
Supervisory Board

17. Control, Risk and Corporate Governance
Committee
Human Resources and Remuneration
Committee
Cristina De Benetti Chairwoman
(Independent
director)
Andrea Boitani Independent director
Mara Anna Rita
Caverni
Independent director
Dario Frigerio Independent director
Riccardo Bruno Chairman (Independent
Director)
Andrea Boitani Independent director
Giuseppe Guizzi Independent director
Anna Chiara Invernizzi Independent director
Carlo Malacame Independent director
Committees

18. Nominations Committee
Committee of Independent Directors with
responsibility for Related Party Transactions
Dario Frigerio Chairman
(Independent director)
Ricardo Bruno Independent director
Carlo Malacame Independent director
Gioia Ghezzi Chariwoman
(Independent director)
Carlo Bertazzo Chief Executive Officer
Ferdinando Nelli Feroci Independent director
Licia Soncini Independent director
Committees

19. Ownership structure

20. THE OWNERSHIP STRUCTURE

21. Control structure

22. Corporate governance system
Traditional Traditional
Internal committees
Account
Ethics CSR and patronage
Selection and remuneration
Control, Risk and Corporate Governance
Human Resources and Remuneration
Appointments Committee
Board meetings 7 Board meetings 16 Board meetings
Attendance 91,03% 88,4%
Boards Board of directors: 13
Board of directors: 16 members
Board of statutory auditors: 7 members
Supervisory board: 3

23. Main Shareholder, Ownership Foreign shareholders with 34,7% Free float 45,62%
Voting rights, Control SDCM with 29,01%
Edizione Srl, through Sintonia
SpA with 30.254%
Chairman Martin Bouygues Fabio Cerchiai
CEO Martin Bouygues
Giovanni Castellucci

24. Compliance with the code
Complies with the the Afep-Medef
Code Corporate Governance Code
Complies with the Borsa Italiana’s
Corporate Governance Code
Number of Independent directors 5 7 (3 appointed by minority SH)
Number of Non-executive
directors
1 11 ( 3 appointed by minority SH)
Number of Executive directors 7 2

25. The effect of ownership and control Structure
on the composition of the Board of Directors
★ The Bouygues family is controlling the company through SDCM who owns the
majority of voting rights, and put directors representatives of SDCM in the Board.
★ The CEO of the SDCM is appointed as the deputy CEO of Bouygues, he is Olivier
Bouygues, the Chairman’s brother.
★ Information about the members of the board of directors are not disclosed in the
report, but in the website, so it’s not clear if the information has been updated or
not.
★ The company doesn’t have a board of statutory auditors.
★ Diversity is respected in the Board’s composition, in terms of age,
experience/seniority and gender. Every memeber is highly and properly qualified to
their respective positions.

26. The effect of ownership and control Structure
on the composition of the Board of Directors
★ Two of the Chairman's children are standing representatives of SDCM.
★ The end of the mandate of the chairman is 70 years old, the company renews the
contract each year with the chairman once he’s 65 years old, but this raises questions
on the matter of succession, his older son Edouard Bouygues will take charge but not
immediately he’s deemed to be still too young (36 years old), and Olivier Roussat
(deputy CEO) will take charge in the meanwhile.
★ No worries about Edouard being appointed since the voting rights of the SDCM and the
employees all together is over 50%
★ They have a fair number of independent directors to ensure the company doesn’t go
overboard and balance the governance mechanism.
★ It is fair to say that the interest of senior executives and those of the shareholders are
aligned, and thus minimizing or probably eliminating agency problems and conflicts of
interests.

27. The effect of ownership and control Structure
on the composition of the Board of Directors
★ Absence of family relationships within the board.
★ Controlled by Italy’s Benetton family. Which Fabio Cerchiai was it’s Edizione Srl’s
Chairman since January 2017 ( and current Atlantia Chairman)
★ Sintonia SpA owns and controls the company.
★ The separation of the positions of Chairman and Chief Executive Officer renders the
appointment of a Lead Independent Director unnecessary.
★ From analysing the ownership(ordinary shares) and the control structure (voting
shares) it shows that they are the same,which allows us to conclude that the
company is adopting one share one vote.
★ We can say that in atlantia there is no difference between the ownership and the
control

28. ★ The company chooses this type of ownership and control structure so as to
minimize the agency cost.
★ Diversity is respected in the Board’s composition, in terms of age,
experience/seniority and gender, while less emphasis was placed on training,
culture and international experience.
★ The board of directors is characterized by its independence, and respecting
the minority shareholders representation in the board
★ The agency problems and the interest of conflict between the majority and
minority shareholders might lessen thanks to having director representation in
the board of directors.
The effect of ownership and control Structure
on the composition of the Board of Directors

29. References
Main website : www.bouygues.com
2018 integrated report :
https://www.bouygues.com/wp-content/uploads/201
9/05/integrated-report-2018-1.pdf
Board of Directors, rules of procedures :
https://www.bouygues.com/wp-content/uploads/201
9/06/bouygues-board-of-directors-rules-of-procedur
e.pdf
Main website :
https://www.atlantia.it/en/sustainability
2018 integrated report :
https://www.atlantia.it/documents/20184/509291/Rel
azione_CG_2018_english.pdf/f2982da9-0087-40c1-
b049-fab257dc7770

30. Thank you for your attention