Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE

Composition of administrative and management bodies

(a) May not be an employee or corporate officer (other than Director) of Compagnie des Alpes, may not be an employee of one of its subsidiaries, may not be an employee and/or Director of a Compagnie des Alpes shareholder with a stake of greater than five percent (5%), nor have been so over the previous five years, (b) May not have been a Director of Compagnie des Alpes in the last twelve years, (c) May not be a corporate officer in a company in which Compagnie des Alpes has direct or indirect Board representation or in which an employee designated as such or a CDA corporate officer (at present or within the past five years) holds a Board seat, (d) May not be a client, supplier, commercial or investment banker for the CDA Group or for which the CDA Group represents a considerable proportion of business, (e) May not have a close family tie with a corporate officer from a CDA Group company, (f) May not have been the Statutory Auditor of a CDA Group company in the previous five years. D. The duration of five years referred to in (a) and (c) above does not disqualify independent Directors who performed, prior to their designation as such, duties as independent members of the former Supervisory Board of the Company or as independent members of a management body of a CDA Group company or of a CDA shareholder with a stake of greater than five percent (5%) of CDA capital. E. Eligibility for the position of independent Director is assessed regularly, and at least once a year, by the Board of Directors, following the guidelines of the Appointments and Remuneration Committee. Review of Directors’ independence The Board has reviewed the qualification of each Director against the independence criteria. At the end of this review it was found that the independent Directors remain eligible for independent Director status. It is recalled that Caisse d’Épargne Rhône-Alpes was deemed an independent Director by the Board of Directors when the fourth member of the Audit Committee was appointed in May 2015. In particular, it conducted a specific review of the criteria relating to business dealings, after which Caisse d’Épargne Rhône-Alpes was requalified as an independent Director, for the following reasons: z Caisse d’Épargne Rhône-Alpes holds less than 3% of the Company’s share capital; z it was appointed by the Shareholders’ Meeting of 14 March 2013 following the resignation of Banque Populaire des Alpes; z it acts as banker for the Group, but this commercial banking and financing activity does not represent a considerable proportion of business for either of the two parties. In particular, of the three banks on the Board of Directors, Caisse d’Épargne Rhône-Alpes represents the smallest share in the Group’s total financing, or a share of only about 1%. It also represents the weakest share of banking operations; z as Head of Digital Transformation and Employee Experience for the BPCE group, the central shared body of Banque Populaire and Caisse d’Epargne, Mrs Marion Rouso is not involved, on behalf of Caisse d’Épargne Rhône-Alpes, in the negotiation of loans contracted by the Group with Caisse d’Épargne Rhône-Alpes.

Lastly, Mrs Rouso does not participate in the Board of Director’s decisions relating to Group debt when they have a link with Caisse d’Épargne Rhône-Alpes, as was the case in April 2014, when, pursuant to the regulated agreements and commitments referred to in Article L. 225-38 of the French Commercial Code, the Board of Directors approved the signature of the syndicated loan agreement, and Caisse d’Épargne Rhône-Alpes did not take part in the vote in accordance with Article L. 225-40 of the French Commercial Code, and in 2017, when the Board of Directors approved the loan agreements negotiated for the purposes of refinancing (see section 5.1.2 “Cash, financing and capital” of Chapter 5 “Financial information”). Financial and accounting expertise In accordance with the most recent version of the AFEP-MEDEF Code (November 2016), the members of the Audit and Finance Committee must all offer specific financial and accounting skills. Balanced composition of corporate bodies The Board currently has five female members, representing more than 40% of its membership: Virginie Fernandes, Noëlle Lenoir, Rachel Picard, Marion Rouso and Carole Montillet. Generally speaking, when choosing Directors and Committee members, the Board of Directors and the Appointments and Remuneration Committee (which supports the Board in this area) strive to achieve a balanced composition of corporate bodies. In particular, they aim to ensure that a wide range of skills are present and that Board members come from varied professional backgrounds (managers in the tourism and mountain vacation sectors, financiers, lawyers, etc.). Note too that Giorgio Frasca, an Italian national, is also present on the Board. Other rules and characteristics relating to the Board’s composition and Directors Age limit : at least two-thirds of the Board members must be less than 70 years of age. Duration and staggering of terms of office : the term of office of Directors is four years, in compliance with the AFEP-MEDEF Code. At the Shareholders’ Meeting on 12 March 2015, an amendment was made to the Company by laws, to enable the renewal of terms of office to be staggered. Three terms, which should have expired in 2017, were thus renewed in advance and for four years by this meeting. The Company continued to implement this staggering procedure in 2016 through the early renewal of three mandates that were to expire in 2017 for a period of two years, and completed it in 2107, when three mandates were renewed by the Annual Ordinary Shareholders’ Meeting for a period of three years instead of four. Ownership of Company shares : the Charter contains a provision on the minimum number of shares to be held by Directors by means of reinvestment of part of their Directors’ fees. With the exception of Board members who do not personally receive Directors’ fees, and to demonstrate a commitment to the Company, each Director must personally hold at least 300 shares in Compagnie des Alpes. If necessary, Directors will reinvest at least half of the net amount of Directors’ fees they have received for a fiscal year in Company shares until the aforementioned quota has been reached. In the interests of transparency, Directors are also advised to put all of their shares in a registered or administered account, with a minimum of 300 shares.

32

Compagnie des Alpes I 2017 Registration Document