Compagnie des Alpes // 2020 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE

Composition of administrative and management bodies

This chapter includes the report on Corporate Governance which is the responsibility of the Board of Directors, in accordance with Article L. 225-37 paragraph 6 of the French Commercial Code. The report on Corporate Governance was approved by the Board of Directors. It contains in particular, the information about the composition of the administrative and management bodies, the rules governing the operation of these bodies and the compensation paid to their members. The rules applicable to the composition and operation of the governance bodies are governed by legal provisions, the Company’s by-laws and the Company’s Corporate Governance Charter which serves as the internal regulations for the Board of Directors and its Committees. Moreover, the Board of Directors has decided to use the AFEP-MEDEF Code of Corporate Governance as a reference. The reference table on page 218 of the 2020 Universal Registration Document sets out the sections that correspond to the report on Corporate Governance and do not appear in this chapter. They include information relating to regulated agreements, current delegations of authority for capital increases, information likely to influence decisions in the event of a takeover bid and special conditions governing the attendance of shareholders at Shareholders’ Meetings.

3.1 Composition of administrative and management bodies

3.1.1 BOARD OF DIRECTORS AND COMMITTEES Since March 2009, Compagnie des Alpes has been managed by a Board of Directors, which is assisted by three specialised committees: the Strategy Committee, the Audit and Finance Committee and the Appointments and Compensation Committee. The Board of Directors has chosen to assign the Executive Management to its Chairman. The Chairman and Chief Executive Officer is supported by a Deputy Managing Director, who is not a corporate officer, and by an Executive Committee. In application of the capping principle set out in the Corporate Governance Charter (“the Charter”) and which is set out in section 3.1.1.2 “Principles of composition of the Board of Directors and its committees”, the Board of Directors is composed of twelve Directors

appointed by the shareholders (four of whom are independent), one Director representing the employees and one Vice-Chairman. In addition, and in accordance with the Corporate Governance Charter, a non-voting member is invited to attend the meetings of the Board of Directors, and on occasion those of certain committees. In accordance with the Company’s by-laws and the AFEP-MEDEF Code of Corporate Governance, the Directors’ term of office is four years. The renewal of their term of office is staggered to allow for regular renewal in the most equal proportions possible. As an exception, in order to ensure this staggered renewal, the Ordinary Shareholders’ Meeting may appoint one or more Directors for a term of one, two, or three years.

46

Compagnie des Alpes I 2020 Universal registration document