Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE

Composition of administrative and management bodies

3.1 Composition of administrative and management bodies

Since March 2009, Compagnie des Alpes has been administered by a Board of Directors, which is supported by three specialised Committees: the Strategy Committee, the Audit and Finance Committee and the Appointments and Remuneration Committee. This Board of Directors has chosen to assign the Executive Management to its Chairman. The Chairman and Chief Executive Officer is supported by a Deputy Chief Executive Officer and an Executive Committee.

3.1.1

THE BOARD OF DIRECTORS AND COMMITTEES

3.1.1.1 Principles of Board and Committee composition The composition of the Board of Directors and its three Committees follows several principles set out in the Compagnie des Alpes Corporate Governance Charter (the “Charter”). The Charter, in effect since the privatisation of the Company in 2004 and amended several times from year to year to integrate new governance provisions, is available in its entirety on the CDA website at the following address: www.compagniedesalpes.com, under the heading “Governance”. It establishes the internal regulations of the Board of Directors. Given the presence of a reference shareholder (Caisse des Dépôts), the Charter is intended to promote a democratic, collective representation of shareholders and take into account corporate interests, mainly through the appointment of independent Directors.

Principles of Board composition: In total, the Charter contains eight principles governing the composition of the Board of Directors. The main principles are summarised below. As a guiding principle, the Board endeavours to ensure that its composition and that of the Committees is well balanced, in particular in terms of the range of skills present and the number of men and women and different nationalities represented. On the basis of guidance from the Appointments and Remuneration Committee, the Board asks the Ordinary Shareholders’ Meeting of Compagnie des Alpes to approve a list of candidates chosen in accordance with the Charter’s principles because of the skills they offer and the contribution they could make to the Board’s work.

The composition of the Board of Directors also reflects the shareholder structure, is limited to eight members, and may be summarised as follows:

Number of Directors representing or designated by the shareholder

Interest (voting right held by a shareholder acting alone)

≥ 1/ 3

FOUR DIRECTORS, INCLUDING THE CHAIRMAN-CHIEF EXECUTIVE OFFICER

REFERENCE SHAREHOLDER

≥ 5 % < 5 %

ONE DIRECTOR

CATEGORY A

ONE POSSIBLE BUT NO GUARANTEE (PRINCIPLE NO. 3)

CATEGORY B

Shareholders included in the categories above and wishing to be represented on the Board submit their request to the Chairman. In principle, the number of Board members is set at 12 (set number of members), including at least 4 independent Directors. One director representing the employees will be designated in accordance with the

provisions of Article L.225-27-1 of the French Commercial Code, after changes made to the by-laws by the Annual Shareholders’ Meeting that will be held in March 2018. The Chairman of the Board of Directors is chosen from those members representing (or designated by) the reference shareholder.

30

Compagnie des Alpes I 2017 Registration Document