Compagnie des Alpes // 2020 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

3.2 Functioning of executive and management bodies

3.2.1 FUNCTIONING OF THE BOARD OF DIRECTORS AND ITS COMMITTEES 3.2.1.1 Functioning of the Board of Directors Missions of the Board of Directors

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 opinion and remain free to assess how these should be acted on. Finally, the Board of Directors includes a Director representing the employees, appointed in accordance with Article 9 of the by-laws and Article III.3 of the Charter. He or she has voting rights. Sophie Sasinka was elected by the employees on 6 August 2018 and the Board of Directors duly noted her appointment on 26 October 2018. Activities of the Board of Directors during the 2019/2020 fiscal year During the 2019/2020 fiscal year, the Board of Directors mainly dealt with the following matters: l budget and 2020-2024 MTP; l reports on the work of the various Committees; l presentation of the CSR roadmap; l preparation of the annual financial statements for the fiscal year ended 30 September 2019; l annual review of regulated agreements and commitments; l current agreements entered into under normal conditions – implementation of an assessment procedure and annual review; l response to the call for tenders for the renewal of the PSC in Les 2 Alpes; l governance (new terms of office of Directors submitted to the vote of the Shareholders’ Meeting of 5 March 2020, annual review of the composition, organisation and functioning of the Board and its committees, annual review of the independence criteria for Directors); l amendment of the Corporate Governance Charter; l compensation of executive corporate officers; l implementation of the share buyback programme; l grants of performance shares; l report on gender equality; l authorisation of Chairman and Chief Executive Officer in relation to sureties, endorsements and guarantees; l preparation of the Combined Ordinary and Extraordinary

In accordance with legal requirements and the Company’s by-laws, the Board of Directors sets the Company’s business policies and sees to their implementation. Subject to the powers expressly assigned to Shareholders’ Meetings and within the limit of the corporate purpose, the Board of Directors handles all matters affecting the proper functioning of the Company and, through its deliberations, resolves any issues relating to it. The Board of Directors carries out any audits or checks that it deems necessary at any time. Conditions for the preparation and organisation of the Board’s work The Chairman or, in the Chairman’s absence the Vice-Chairwoman, convenes the Board and steers the debate. The Chairman of the Board of Directors sets the agenda in consultation with the Executive Management. Except in emergencies, the agenda is sent to Board members at least five days before the meeting. A file detailing the agenda’s topics, and prepared by the Executive Management, is sent to Board members several days before the meeting. A draft of the minutes is submitted to Directors for comments. The final minutes are approved at the next meeting. In order to better prepare its work, the Board of Directors is assisted by three specialised committees whose composition and functioning are specified in section 3.2.1.2 “Functioning of the committees”, and whose powers and operating procedures are set by the Charter: the Strategy Committee, the Audit and Finance Committee and the Appointments and Compensation Committee. Except as set forth below, the appropriate Committee is consulted before any Board vote on issues falling within said Committee’s competence. Voting may not take place 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 (8/12 th ) of the Directors present or represented shall be required to adopt the decision regarding said project. Moreover, the Board of Directors comprises a non-voting member, appointed in accordance with the provisions of Article 9 of the by-laws and Article III.4 of the Charter. Jacques Maillot was appointed non- voting member at the end of the Combined Ordinary and Extraordinary Shareholders’ Meeting of 14 March 2013. 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.

Shareholders’ Meeting of 5 March 2020; l status updates in relation to Covid-19; l CDA Group financing structure;

l executive compensation following the Covid-19 health crisis; l review of the half-year consolidated financial statements at 31 March 2020 and half-year financial report; l development projects in France and abroad, notably the proposed purchase by CDA of 10% of the shares in Futuroscope SA; l establishment of State-guaranteed loan; l financing.

64

Compagnie des Alpes I 2020 Universal registration document