Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE Remuneration of corporate officers

For its part, the Appointments and Remuneration Committee studied the Company’s governance (mandate of the Chairman and Chief Executive Officer, composition of the Board and Committees), compensation of Executive corporate officers and members of the Executive Committee, performance share plans. It reviewed the sections of the annual report relating to corporate governance and the implementation conditions of the performance plan. Lastly, the Strategy Committee dealt in particular with the following matters in advance of Board meetings: z budget and MTP 2018-2022;

z examination of the Group’s exposure to financial risks and significant off-balance sheet commitments; z interest rate hedging policy; z interim consolidated financial statements at 31 March 2017; z compliance with Internal Audit guidelines; z review of the internal control procedures and the CSR report; z balance sheet relating to captive reinsurance of the Loisirs Ré group; z review of the Liquidity Charter; z review of the activities of international Grévin sites; z examination of the bribery, corruption and trading in influence prevention plan (implementation of the Sapin II Law); z services other than the certification of financial statements (“SAAC”) entrusted to Statutory Auditors.

z review of strategy and international development; z development projects in France and internationally.

The information, documents and details required by Board and Committee members to carry out their work were provided with great transparency by Executive Management.

3.2.4 ASSESSMENT OF THE BOARD AND COMMITTEES Under the terms of the Charter (Article II.2.5.), the Board recorded in its internal regulations an assessment mechanism for operations, as recommended by the AFEP-MEDEF Code.

and Remuneration Committee. The assessment was carried out using a questionnaire. The conclusions of the assessment, presented to the Board of Directors, report the proper functioning of the Board and its Committees, the quality of the information presented, the freedom to speak and the accuracy of the responses given by the Executive Management to the questions asked. The points identified in the previous assessment (2014) as needing improvement got a better evaluation. To meet the expectations of the Directors, the Executive Management has decided to organise an annual meeting on site in order to improve the relationships between the members of the Board of Directors, and between them and the management, in particular the members of the Executive Committee.

This assessment by the Board of its capacity to meet shareholder expectations has three objectives: (i) to take stock of the Board’s operating procedures; (ii) to verify that important issues are sufficiently prepared and discussed; (iii) to measure the real contribution of each Director to the work of the Board and Committees of which they are a member, based on individual skills and involvement in the deliberations. A formal assessment of the Board, focusing on the composition and functioning of the Board and Committees, was conducted at the end of the 2016/2017 fiscal year, under the guidance of the Appointments

3.3 Remuneration of corporate officers

3.3.1

EXECUTIVE CORPORATE OFFICERS

3.3.1.1 Report on the principles and criteria for determining, distributing and allocating fixed, variable and exceptional items that comprise the total compensation and benefits of any kind attributable to the executive corporate officers

Pursuant to Article L. 225-37 of the French Commercial Code, the principles and criteria for determining, distributing and allocating the components of compensation of Executive corporate officers are set out below. This report was drawn up with the assistance of the Appointments and Remuneration Committee and was approved by the Board of Directors on 7 December 2017. Article L. 225-37-2 of the French Commercial Code relating to the vote on the compensation of Executive corporate officers, known as the ex ante vote (Sapin II Law), will apply to the Company as from the next Shareholders’ Meeting, to be held in March 2018 (for the fiscal year ended 30 September 2017). The principles and criteria for determining, distributing and allocating the compensation components for Executive corporate officers were reviewed and confirmed for the 2017/2018 fiscal year by the Board of Directors on 7 December 2017. The payment of the variable compensation items for this fiscal year is subject to the approval by the Annual General Meeting of Shareholders of the compensation

elements of the person in question under the conditions set out in Article L. 225-100 of the French Commercial Code. The compensation elements of the executive corporate officers owed or granted for the fiscal year ended 30 September 2017 will be submitted to the non-binding vote of this same meeting, pursuant to the AFEP-MEDEF Code (most recent year of application) – see section 3.3.1.2. Principles and criteria for determining the elements of compensation The Board of Directors is responsible for determining the compensation of Dominique Marcel, Chairman and Chief Executive Officer, and Agnès Pannier-Runacher, Deputy Chief Executive Officer, and bases its decisions on the advice and recommendations of the Appointments and Remuneration Committee.

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Compagnie des Alpes I 2017 Registration Document