Compagnie des Alpes // 2020 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Compensation of corporate officers

It should be noted that at its meeting of 16 April 2020, in the difficult context of the health crisis due to Covid-19, the Board of Directors approved the Chairman and Chief Executive Officer’s request to reduce by 20% his annual fixed compensation throughout the lockdown period from 17 March to 11 May 2020. (II) Variable compensation The variable portion of the executive corporate officers’ annual compensation consists of annual bonuses linked to the achievement of both qualitative and quantitative targets that are set for a fiscal year. At the beginning of each fiscal year, the Board of Directors, on the proposal of the Appointments and Compensation Committee, defines each of the targets set for the executive corporate officer for the current fiscal year on the basis of quantitative and qualitative criteria (including non-financial items) in accordance with the AFEP-MEDEF Corporate Governance Code. Following the end of the fiscal year, the Appointments and Compensation Committee assesses the achievement of these targets over the past year and, on the basis of its appraisal, the Board then decides to grant the executive corporate officers all or part of the variable portion of the compensation expressed as a percentage of the annual fixed compensation. In order to assess the achievement of these objectives, the Appointments and Compensation Committee issues an opinion determining a percentage of achievement of the quantitative performance criteria (based on the Company’s financial results, subject to review of the indicators by the Audit and Finance Committee and their approval by the Board of Directors) and a percentage of achievement of the qualitative criteria (based on an analysis specifying the achievement of the planned objectives). The Board of Directors then makes its decision to allocate all or part of the variable portion according to the recommendation made by the Appointments and Compensation Committee. The variable portion of the compensation allocated for a fiscal year is therefore liquidated and paid during the following year, after approval by the Annual General Meeting of Shareholders, in accordance with Article L. 22-10-8 of the French Commercial Code. (a) In respect of the 2019/2020 fiscal year, the performance criteria for the assessment of the variable compensation payable by the Company to the Chairman and Chief Executive Officer were set as follows by the Board of Directors on 9 December 2019: l from 0 to 6.25% (up to a maximum of €25,000) of his annual fixed compensation based on the following quantitative criteria: l from 0 to 3.125% based on Group EBITDA for the fiscal year, l from 0 to 2.125% based on Group net debt calculated at the end of the fiscal year, l from 0 to 1% based on the free cash flow for the fiscal year, l from 0 to 6.25% (up to a maximum of €25,000) of the annual fixed compensation based on qualitative criteria related to (i) the achievement of specific targets linked to the deployment of the strategy in each of the business units (securing the loyalty of customers and attracting new ones, distribution, accommodation and attractiveness, the completion of structural projects and customers’ Very High Satisfaction), (ii) participation in the consolidation of each of the business lines and (ii) the roll-out of the first initiatives of the “Corporate Social Responsibility” (CSR) roadmap. The maximum amount of variable compensation payable to the Chairman and Chief Executive Officer was reduced to 12.5% of his annual fixed compensation from 9 March 2017 (compared to 50% previously), if the performance criteria are fully met.

positions in the market, while taking into account the changes in levels of responsibility, roles and experience of the new executive corporate officer (see additional information under the summary table of the Chairman and Chief Executive Officer’s compensation policy on page 70). As part of the decision-making process followed to determine, revise and implement the compensation policy, the Company’s Corporate Governance Charter is applied, by virtue of which the corporate officers strive to ensure that they avoid any conflict that may exist between their moral and material interests and those of the Company. They will inform the Board of any conflict of interest, even potential, in which they may be involved. Should they be unable to avoid a conflict of interest, even potential, they will refrain from taking part in discussions and from any decision-making in relation to the matters concerned. The Chairman and CEO does not have an employment contract with the Company or any performance share plans implemented within the Group, in accordance with the AFEP-MEDEF Code of Corporate Governance. Moreover, they do not receive any compensation in respect of the Director’s mandates they hold within various Group companies, nor any exceptional compensation. The compensation of the Chairman and Chief Executive Officer includes: l a fixed part; l variable compensation which is partly based on non-financial performance criteria; l the cover provided by the Group insurance plan (complementary retirement scheme) composed of membership of a defined-benefit pension plan and membership of a defined-contribution pension plan; l the cover provided by the complementary health and pension plan in force within the Company. In addition, the Chairman and Chief Executive Officer, in accordance with his compensation policy, may be granted a severance payment in the event of termination of his duties. (I) Fixed compensation At the beginning of each fiscal year, or upon each new appointment or mandate renewal, on the proposal of the Appointments and Compensation Committee, the Board notably determines the fixed compensation of the executive corporate officers in respect of the fiscal year. The fixed compensation serves as a basis to determine the variable compensation. The compensation of the Chairman and Chief Executive Officer is paid in virtue of his Executive Management role through his corporate office, and not as Chairman of the Board, for which there is no compensation. Except in exceptional circumstances, the amount of the fixed compensation is only reviewed at relatively long intervals, in accordance with the AFEP-MEDEF Code of Corporate Governance. The annual fixed compensation of the Chairman and Chief Executive Officer therefore did not change between 2010 and 2017. The fixed compensation of the Chairman and Chief Executive Officer was increased to €400,000 as from 9 March 2017, the date of the renewal of the Chairman and Chief Executive Officer’s term of office, and has not changed since. B. Component of the compensation applicable to the Chairman and Chief Executive Officer l profit-sharing, as per the incentive agreement; l benefits in kind, in the form of a company car;

69

Compagnie des Alpes I 2020 Universal registration document