Compagnie des Alpes // 2020 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

Directors of 25 January 2021, under the aegis of the Appointments and Compensation 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. In particular, the smooth running of the bodies during the Covid period was highlighted by the regularity of the meetings and the relevance of the items discussed. To meet the expectations of the Directors, the Executive Management decided to set up 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. During the fiscal year, the annual meeting took place at the Parc Astérix site, on the occasion of the Board of Directors’ meeting of 17 October 2019. 3.2.1.2 Functioning of the Committees The Committees were regularly referred to for matters pertaining to their areas of expertise and the Board followed their recommendations. The information, documents and details required by Board and Committee members to carry out their work were provided with great transparency by Executive Management. The Strategy Committee is composed of Dominique Marcel (Chairman), Antoine Saintoyant, Jean-François Blas (permanent representative of Sofival), Maria Paublant (permanent representative of Banque Populaire Auvergne Rhône-Alpes), Emmanuelle Jianoux (permanent representative of Crédit Agricole des Savoie), Rachel Picard, Carole Montillet and Antoine Gosset-Grainville. Main tasks The Strategy Committee ’s tasks mainly include the assessment of the strategic goals, the creation of guidelines for the strategic goals and external development, the consolidated annual budgets, the capital expenditure programmes and the dividend policy. The Committee also oversees Company commitments for which prior Board deliberation is required. Activities during the 2019/2020 fiscal year During the year, the Strategy Committee met once, as the Board of Directors considered that it could directly discuss the points falling within its remit during this fiscal year. The Strategy Committee dealt in particular with the following matters Strategy Committee Composition

It shall submit to the Board of Directors a recommendation on the Statutory Auditors, whose appointment and renewal will be proposed to the Shareholders’ Meeting, examine their auditing measures and ensure compliance with the conditions of independence applicable to them. It also approves the provision of services other than the certification of financial statements by the Statutory Auditors. Activities during the 2019/2020 fiscal year The Audit and Finance Committee again held four meetings in 2019/2020, spreading its workload in accordance with the recommendations of the AMF task force’s Audit Committee report published on 22 July 2010 on which the Committee relies. The following matters were dealt with in particular: l annual financial statements for the fiscal year ended 30 September 2019; l fees paid to the Statutory Auditors and their networks; l activity review and report concerning the Internal Audit Department and the Group’s 2019 internal control and compliance procedures and annual plan; l Audit and Finance Committee’s annual programme for 2019/2020; l examination of the Group’s exposure to financial risks and significant off-balance sheet commitments; l interest rate hedging policy; l review of the Liquidity Charter; l interim consolidated financial statements at 31 March 2020 and half-year financial report; l internal audit: organisation, implementation of the CDC Audit Charter, impact of the Covid-19 pandemic on Internal Audit activity, multi-year audit plan for 2021-2025, monitoring of recommendations); l risk mapping. The responsibilities of the Appointments and Compensation Committee include the formulation of any recommendation or proposal regarding (i) the appointment of Directors; (ii) the appointment, dismissal and compensation of the Chairman and Chief Executive Officer and, where applicable, the Deputy Chief Executive Officers, (iii) the general policy for the allocation of share subscription and/or purchase options, and /or performance shares within the Group. The Appointments and Compensation Committee is also informed of the compensation policy of the Group’s principal managers who are not corporate officers, and may offer its opinion on this subject. It is responsible, with the Chairman and Chief Executive Officer, for drafting proposals for the implementation of corporate governance principles and for preparing the assessment of Board work. Activities during the 2019/2020 fiscal year The Appointments and Compensation Committee met twice during the year. The following points were discussed: l determination of the compensation of executive corporate officers; Appointments and Compensation Committee Composition The Appointments and Compensation Committee is composed of Antoine Gosset-Grainville (Chairman), Antoine Saintoyant and Jérôme Ballet (permanent representative of Caisse d’Épargne Rhône-Alpes). Main tasks

in advance of Board meetings: l budget and 2020-2024 MTP. Audit and Finance Committee Composition

The Audit and Finance Committee is composed of Jérôme Ballet (permanent representative of Caisse d’Épargne Rhône-Alpes, Chairman), Clothilde Lauzeral and Rachel Picard. Main tasks The tasks of the Audit and Finance Committee mainly involve reviewing the accounts, examining the performance of the internal audit system and risk management and identification procedures.

66

Compagnie des Alpes I 2020 Universal registration document

Made with FlippingBook Annual report