Compagnie des Alpes - 2017 Registration Document

3 CORPORATE GOVERNANCE Remuneration of corporate officers

SUMMARY TABLE OF COMPENSATION ELEMENTS DUE OR AWARDED TO DOMINIQUE MARCEL, CHAIRMAN AND CHIEF EXECUTIVE OFFICER (“SAY ON PAY”) (1)

Amounts due or awarded for fiscal year 2016/2017

Compensation elements

Comments

Fixed remuneration

€382,471

Gross fixed remuneration for 2016/2017 (change in fixed remuneration to €400,000 on 9 March 2017, the date of renewal of his term) i.e. 50%, plus 12.5% of the basic annual salary starting 9 March 2017. Information is provided above on the targets on which the variable part is dependent and how their achievement is assessed.

Variable remuneration

€107,201

Multi-year variable remuneration

N/A

Dominique Marcel does not receive any multi-year variable compensation.

Directors’ fees

N/A

None of the executive officers of CDA receives Directors’ fees for the mandates held within the Group.

Exceptional remuneration N/A Profit-sharing agreement €19,538

Dominique Marcel does not receive any exceptional compensation.

Dominique Marcel benefits from the profit-sharing agreement in force within CDA. As is the case for the Deputy CEO, Dominique Marcel is not a beneficiary of the performance share plans. In certain cases Dominique Marcel will receive a severance package upon leaving the CDA Group. This will be equal to 2 years’ remuneration (last fixed + variable remuneration), subject to the achievement of individual and Group performance criteria that have been verified by the Board. When Dominique Marcel’s term was renewed, the renewal of this commitment was approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017. Dominique Marcel is a member of the complementary retirement plan applicable to the Group’s Executive corporate officers and senior executives, this comprises a defined-contribution plan and a defined-benefit plan that guarantees, upon retirement, a pension equal to 1% of his last annual compensation (fixed + variable) per year of seniority, up to a maximum of 10% of this last compensation. When Dominique Marcel’s term was renewed, the renewal of this commitment was approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of 9 March 2017. Dominique Marcel is covered by the collective health and pension plan in operation at CDA, in the same way and under the same conditions as other employees. On 9 March 2017, the Board of Directors approved the purchase by the Company of private unemployment insurance from the Association pour la Garantie Sociale des Chefs et Dirigeants d’Entreprise (GSC) for Dominique Marcel in his capacity as Chairman and Chief Executive Officer. This insurance pays a daily indemnity to corporate officers in the event of an involuntary termination of professional activity due to dismissal or non-renewal of term of office. The total amount of the indemnities paid is capped (see above). Dominique Marcel is not subject to a non-competition clause. Dominique Marcel has been allocated a company car.

Stock option or performance share grants Welcome or severance package

N/A

No payment

Non-competition indemnity Complementary retirement plan

N/A

The actuarial obligation at 30 September 2017 was €986,695.

Complementary health and pension plan

-

Benefits of all kinds

€6,331

Private unemployment insurance

€12,000

(1) As the Company closed its accounts on 30 September, the 2016/2017 fiscal year was not affected by the ex ante vote of the Sapin II Law. The compensation of Executive corporate officers for this fiscal year will therefore be presented to the shareholders in accordance with the AFEP-MEDEF Code (consultative vote).

52

Compagnie des Alpes I 2017 Registration Document