Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE

Functioning of administrative and management bodies

3.2 Functioning of administrative and management bodies

3.2.1

PROCEDURES FOR THE EXERCISE AND LIMITATION OF EXECUTIVE MANAGEMENT POWERS

z The Audit and Finance Committee , whose tasks include studying the accounts, studying the performance of the internal audit system, and risk management and identification procedures. It shall submit to the Board of Directors a recommendation on the Statutory Auditors, whose appointment and renewal will be proposed to the Shareholders’ Meeting, examine their auditing measures and ensure compliance with the conditions of independence applicable to them. It also approves the provision of services other than the certification of financial statements by the Statutory Auditors. z The Appointments and Remuneration Committee , whose role includes the formulation of all guidelines and proposals concerning (i) the appointment of Directors; (ii) the appointment, dismissal, and compensation of the Chairman and Chief Executive Officer and, as appropriate, the Deputy Chief Executive Officers; and (iii) the general policy for granting stock options and/or performance shares in the Group. The Appointments and Remuneration Committee is also informed of the remuneration policy of the Group’s principal managers who are not corporate officers, and may offer its opinion on this subject. It is responsible, with the Chairman and Chief Executive Officer, for drafting proposals for the implementation of corporate governance principles, and for preparing the assessment of Board work. of the Charter, which requires the Board’s prior approval for decisions on one of the following matters: z Compagnie des Alpes’ development strategy, especially in geographic terms (locations, etc.); z annual capital expenditure budgets for Compagnie des Alpes Group; z any investment or disinvestment (i) as part of the Group’s current and recurrent operations, for a total amount of more than €15 million excluding tax, or (ii) outside of the Group’s current and recurrent operations or strategic areas (Ski areas/Leisure parks) or to be made in a country in which Compagnie des Alpes Group does not have any direct or indirect presence; z any plan to create a company or take any kind of controlling interest in any company or undertaking outside the Group if the purpose or business is not one of the Group’s strategic areas; or creation of a company or acquisition of a stake in any company or undertaking outside the Group if the purpose or business is one of the Group’s strategic areas and the deal exceeds €15 million. In addition, in accordance with legal provisions and Article 13.4. of the Company bylaws, the Board of Directors authorises the Chairman and Chief Executive Officer to offer sureties, endorsements and other guarantees, within the limit of €15 million.

The Chairman or, in the Chairman’s absence, the Vice-Chairwoman convenes the Board and steers the debate. The Chairman of the Board of Directors sets the agenda in consultation with the Executive Management. Except in emergencies, the agenda is sent to Board members at least five days before the meeting. A file detailing the agenda’s topics, and prepared by the Executive Management, is sent to Board members several days before the meeting. A draft of the minutes is submitted to Directors for comments. The final minutes are approved at the next meeting. To ensure it can prepare its work as effectively as possible, the Board of Directors is assisted by the three specialist Committees, whose composition may be found in section 3.1.1 “The Board of Directors and Committees”, in the paragraph “Composition of the Committees”, and whose tasks and method of functioning are specified in the Charter. z The Strategy Committee , whose tasks include the assessment of strategic goals, the creation of guidelines for strategic goals and external development, the consolidated annual budgets, capital expenditure programmes and the dividend policy. The Committee also oversees Company commitments for which prior Board deliberation is required. As mentioned above, the Executive Management of the Company is the responsibility of the Chairman of the Board of Directors, who thus carries the title of Chairman and Chief Executive Officer. Subject to (i) powers that the law or by-laws attribute expressly to Shareholders’ Meetings, (ii) powers reserved exceptionally for the Board of Directors, and (iii) the provisions of the Charter, the Chairman and Chief Executive Officer is vested with extensive powers to act in any circumstances on behalf of the Company, within the limits of the purpose of the Company. The decisions of the Board of Directors that limit the powers of the Chairman and Chief Executive Officer cannot be enforced against third parties. In accordance with Article 13.3 of the bylaws, the Board of Directors may, at the suggestion of the Chairman and Chief Executive Officer, appoint deputy Chief Executive Officers (the “Deputy Chief Executive Officers”). When Deputy Chief Executive Officers are appointed, the provisions of the Charter concerning the Chairman and Chief Executive Officer shall apply to them. Certain decisions made by the Chairman and Chief Executive Officer concerning the Compagnie des Alpes Group cannot be adopted, and certain actions or commitments concerning the Group cannot be concluded by the Chairman and Chief Executive Officer, if they have not received prior approval or been given proxy by the Board of Directors. These restrictions of power are described in Article II.2.3.

3.2.2 CONDITIONS FOR THE PREPARATION AND ORGANISATION OF THE BOARD’S WORK

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Compagnie des Alpes I 2017 Registration Document