Compagnie des Alpes // 2020 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE

Composition of administrative and management bodies

Principles of Committee composition l The Strategy Committee comprises up to eight members, including (i) the Chairman and Chief Executive Officer, who automatically chairs the said Committee, (ii) a Director representing, or appointed by, the Reference Shareholder, and (iii) one-third of independent Directors. l The Audit and Finance Committee includes up to four non- executive corporate officers, all of whommust have specific financial and accounting expertise, including (i) a Director representing, or appointed by, the Reference Shareholder, and (ii) two-thirds of independent Directors. The Committee is chaired by an independent Director on the proposal of the Appointments and Compensation Committee. l The Appointments and Compensation Committee comprises up to three non-executive corporate officers, including (i) a Director representing, or appointed by, the Reference Shareholder, and (ii) a majority of independent Directors. A Director representing the employees may be a member. It is chaired by an independent Director. The composition of the Committees, as well as their missions and their activities during the 2019/2020 fiscal year are detailed in section 3.2.1.2. “Functioning of the Committees”.

l Principle No. 4: Should the application of the above principles prevent the appointment of eight members in respect of principle No. 2, the vacant positions shall be filled by other independent Directors. l Principle No. 5: Should CDA’s shareholders decide, at a Shareholders’ Meeting, to increase the number of Directors by way of derogation from the principle of having a set number of members (Principle No. 3), the Charter shall be amended as required so as to adapt the principles set out above. l Principle No. 6: The Chairman of the Board of Directors is chosen from those members representing (or proposed by) the Reference Shareholder. In accordance with Article L. 22-10-7 of the French Commercial Code, a Director representing employees was appointed after the amendment of the by-laws by the Annual Shareholders’ Meeting held on 8 March 2018. The Board of Directors duly noted his appointment on 26 October 2018. Pursuant to the same article, amended by Law no. 2019-486 of 22 May 2019 (Pacte Law), the by-laws were amended by the Annual Shareholders’ Meeting of 5 March 2020 with a view to appointing a second Director representing the employees. Directors representing employees are entitled to vote at Board meetings.

Change in the composition of the Committees The table below shows the changes in the composition of the Committees during the past fiscal year and up to 29 January 2021.

Date of appointment/ effective appointment

Date of actual departure 28 January 2021

Committee

Departure(s)

Appointment(s)/designation(s)

Caisse des Dépôts et Consignations (member) Giorgio FRASCA (member)

Antoine Saintoyant (member) Crédit Agricole des Savoie, represented by Emmanuelle Jianoux (member) Carole MONTILLET (member) Jérôme BALLET, permanent representative of Caisse d’Épargne Rhône-Alpes (Chairman) Clothilde LAUZERAL (member) Rachel PICARD (member) Jérôme BALLET, permanent representative of Caisse d’Épargne Rhône-Alpes (member) Antoine GOSSET-GRAINVILLE (Chairman) Antoine SAINTOYANT (member)

28 January 2021

Strategy Committee

5 March 2020

19 November 2020 19 November 2020

Antoine GOSSET-GRAINVILLE (Chairman) Bénédicte DAVY, permanent representative of Caisse d’Épargne Rhône-Alpes (member) Serge BERGAMELLI (member) Giorgio FRASCA (member) Bénédicte DAVY, permanent representative of Caisse d’Epargne Rhône-Alpes (member) Caisse des Dépôts et Consignations, represented by Virginie FERNANDES (member) Giorgio FRASCA (Chairman)

19 November 2020 3 February 2020

3 February 2020

Audit and Finance Committee

19 November 2020 5 March 2020

5 March 2020 19 November 2020

3 February 2020

3 February 2020

Appointments and Compensation Committee

19 November 2020

19 November 2020

19 November 2020

5 March 2020

Independence of Directors In accordance with the AFEP-MEDEF Code of Corporate Governance to which the Company refers and the principles and best practices of corporate governance set out in the Charter, the Board of Directors and each of the Committees include independent Directors appointed or co-opted as such. To be eligible for the status of independent Director, a person (whether a natural or legal person Director or a representative of a legal person Director) must be competent and independent. Competence : an independent Director must have the relevant experience and skills necessary to perform their duties on the Board of Directors and on any Committees on which they might sit.

In particular, independent Directors must “have integrity and be present and involved” (see section 3.4 “Compliance with corporate governance recommendations” of this chapter). Independence : an independent Director must possess a certain number of qualities of independence vis-à-vis the shareholders of Compagnie des Alpes and the Compagnie des Alpes Group. independent Directors shall strive in all circumstances to maintain their independence in making judgments and decisions as well as in action. They must not be swayed by any factor lying outside the corporate interests that they are expected to protect. The review of candidacies for independent Director must ensure that candidates, in their professional activity, do not and will not be tempted to maintain relations of any nature with Compagnie des Alpes,

50

Compagnie des Alpes I 2020 Universal registration document

Made with FlippingBook Annual report