Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE

Functioning of administrative and management bodies

Moreover, the Board of Directors comprises a non-voting member, Mr Jacques Maillot, appointed in accordance with the provisions of Article 9 of the bylaws and Article III.3 of the Charter. The non-voting member is available to the Board, its Committees and its Chairman to provide advice, analysis and recommendations of any kind on any issues, specifically those of a technical, commercial, administrative or financial nature. The non-voting member is not a corporate officer, and only has an advisory and non-decision-making role at the meetings of the Board of Directors and its specialist Committees, to which he is invited to attend, in accordance with applicable regulation and, if required, the Charter. He may not interfere in the Company’s management. Neither the Directors nor the Chief Executive Officer are bound by his opinions, and remain free to assess how these should be acted on.

The appropriate Committee is consulted before any Board vote on issues falling within said Committee’s competence. Voting may not be completed until the Committee has submitted its recommendations or proposals. In accordance with the Company’s by-laws, Board decisions are adopted in principle by simple majority of the members present, with the Chairman having the casting vote. However, if (i) one of the Committees has voted against a project under consideration, or (ii) the relevant Committee has been unable to meet or to vote, a qualified majority of eight-twelfths of the Directors present or represented shall be required to adopt the decision regarding said project.

3.2.3 ACTIVITIES OF THE BOARD AND COMMITTEES IN FISCAL YEAR 2016/2017

In the course of the 2016/2017 fiscal year, the Board of Directors of Compagnie des Alpes met seven times. The Strategy Committee met one time (because one of the Committee meetings was replaced by a meeting of the Board of Directors), the Audit and Finance Committee four times, and the Appointments and Remuneration Committee three times.

The non-voting member and representatives of the Works Council and Statutory Auditors also attended Board meetings. The members’ average attendance rate at Board and Committee meetings was 78.57%.

The table below indicates the individual attendance rate (Board of Directors meetings held in fiscal year 2016/2017):

Name of Director

Rate of attendance

Dominique Marcel

100% 85.7% 100% 71.4% 28.6% 85.7% 85.7% 85.7% 85.7% 100% 85.7% 42.9% 100%

Antoine Gosset-Grainville

CDA, represented by Antoine Colas, then Virginie Fernandes

CADS, represented by Jean-Yves Barnavon

BPA, represented by Pascal Marchetti, then Daniel Karyotis

CERA, represented by Marion Rouso

Bernard Blas, then Sofival

Giorgio Frasca Noëlle Lenoir

Carole Montillet* Rachel Picard Francis Szpiner

Jacques Maillot (non-voting member)

* Pro rata to rate of attendance.

During the fiscal year, the Board of Directors dealt in particular with the following matters: z budget and MTP 2017-2021; z reports on the work of the various Committees; z preparation of the annual financial statements for the fiscal year ended 30 September 2016; z governance (mandate of Chairman and Chief Executive Officer, composition of the Board and Committees, non-voting member, changes in procedure for the Board and the Committees); z compensation of Executive corporate officers; z implementation of the share buyback programme; z grants of performance shares; z refinancing; z report on gender equality; z authorisation of Chairman and Chief Executive Officer in relation to sureties, endorsements and guarantees;

z preparation of the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017; z examination of the half-year consolidated financial statements at 31 March 2017; z development projects in France and internationally; z strategy and international development. The Committees were regularly referred to for matters pertaining to their areas of expertise, and the Board followed their recommendations. The Audit and Finance Committee again planned and held four meetings in 2016/2017, spreading its workload in accordance with the recommendations of the AMF task force’s Audit Committee report published on 22 July 2010 on which the Committee relies. The following matters were dealt with in particular: z committee’s annual programme; z annual financial statements for the fiscal year ended 30 September 2016; z fees paid to the Statutory Auditors and their networks; z annual operations report of the Audit Department and three-year plan for 2017-2019;

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Compagnie des Alpes I 2017 Registration Document