Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE

Composition of administrative and management bodies

The table below illustrates the rules defined above:

Shareholder

Category

Number Members

P Dominique Marcel, Chairman-Chief Executive Officer P Antoine Gosset-Grainville P Francis Szpiner P CDC, represented by Antoine Colas

Caisse des Dépôts (CDC)

Reference shareholder

4

P Jean-François Blas

Sofival

A A

1 1

P CADS, represented by Jean-Yves Barnavon

Crédit Agricole des Savoie (CADS)

Banque Populaire Auvergne Rhône-Alpes (BPAURA)

B

1

P BPAURA, represented by Maria Paublant

P Caisse d’Epargne Rhône-Alpes (CERA) represented by Marion Rouso P Carole Montillet

Independent Directors

5

P Giorgio Frasca P Rachel Picard P Noëlle Lenoir

The table below shows the changes in the composition of the Board of Directors during the fiscal year.

Name/Company name

Date of end of term

Dominique Marcel, Chairman and Chief Executive Officer Antoine Gosset-Grainville

AOSM (1) 2021 AOSM 2020 (2) AOSM 2020 (2) AOSM 2020 (2)

Directors whose mandate was renewed during the Fiscal year

Giorgio Frasca Francis Szpiner Bernard Blas Gilles Chabert

Director whose term of office expired during the fiscal year

2017 AOSM 2017 AOSM 2021 AOSM 2021 AOSM

Director who resigned during the fiscal year

Sofival (3)

Director appointed during the fiscal year

Carole Montillet

(1) Annual Ordinary Shareholders’ Meeting. (2) This renewal for a term of three years forms part of the staggered renewal of Directors’ terms of office, initiated by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 12 March 2015 in accordance with the corporate governance guidelines. (3) Bernard Blas, Director whose mandate expired at the end of the Shareholders’ Meeting called to approve the financial statements for the 2015/2016 fiscal year, has replaced Sofival, in its capacity as a legal entity.

Principles of Committee composition The changes of Directors that occurred at the Annual Shareholders’ Meeting of 9 March 2017 led to a review of the composition of the Committees and Corporate Governance Charter based on those principles, while making sure that shareholder representation remains balanced. The Strategy Committee has seven members, including (i) the Chairman and Chief Executive Officer who automatically chairs said Committee, (ii) a Director representing or designated by the reference shareholder, (iii) a Director representing or designated by the second largest shareholder represented on the Board, (iv) a Director representing or designated by a Category A shareholder, and (v) three independent Directors. The Audit and Finance Committee has three non-executive members, who must all offer specific financial and accounting skills, including (i) a Director representing or designated by the reference shareholder and who automatically chairs said Committee and (ii) two independent Directors. The Appointments and Remuneration Committee has three non- executive members, including (i) a Director representing or designated by the reference shareholder, and (ii) two independent Directors. It is chaired by an independent Director. Independence of Directors In accordance with the principles and best practices of corporate governance as stated in the Charter, the Board of Directors and the Committees are composed of Independent. To be eligible for the status

of independent Director, a person (whether a Drector on their own behalf or a representative of a legal entity) must be competent and independent. A. Competence: an independent Director must have the relevant experience and skills necessary to perform their duties on the Board of Directors and on any Committees on which they might sit. The independent Directors must in particular be “active, present, and involved”, in accordance with the AFEP-MEDEF Corporate Governance Code for Listed Companies, to which the Company refers (hereafter the “AFEP-MEDEF Code”) (see section 3.4 “Compliance with corporate governance policies” of this Chapter). B. Independence: an independent Director must possess a certain number of qualities of independence vis-à-vis the shareholders of Compagnie des Alpes and the Compagnie des Alpes Group. Independent Directors shall strive in all circumstances to maintain their independence in making judgments and decisions as well as in action. They must not be swayed by any factor lying outside the corporate interests that they are expected to protect. C. Review of candidacies for independent Director must ensure that candidates, in their professional activity, do not and will not be tempted to maintain any relations with Compagnie des Alpes, the CDA Group, or its shareholders that could compromise the liberty of their judgment. To evaluate these criteria, the objective characteristics below may be taken into account. They should not constitute automatic cause for exclusion, either individually or collectively:

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Compagnie des Alpes I 2017 Registration Document