Compagnie des Alpes // 2021 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE
Composition of administrative and management bodies
This report on corporate governance was prepared by the Board of Directors, in accordance with Article L. 225-37 paragraph 6 of the French Commercial Code, and adopted during its meeting on 19 January 2022, following its presentation to the Appointments and Compensation Committee. It was prepared with the support of the Group’s Legal Affairs and Compliance Department and the Human Resources Department. 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. It takes into consideration the content of Appendix I of (EU) delegated regulation no. 2019/980 of 14 March 2019, AMF Recommendation no. 2012-02, amended on 29 April 2021, the AMF’s 2021 report and the guide of the High Committee on Corporate Governance (HCGE) of March 2020 and its report of November 2021. 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 232 of the 2021 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. As the Company has changed its governance during the financial year 2020/2021 and separated the functions of Chairman and Chief Executive Officer, the Board of Directors is now chaired by a non-executive Chairman who is alternated, if necessary, by a Vice-Chairman (in the event of absence, temporary incapacity, resignation, death or non-renewal of his term of office). In accordance with the Articles of Association and the Corporate Governance Charter, the Board of Directors is composed of fourteen Directors, including twelve Directors appointed by the shareholders
(four of whom are independent) and two Directors representing the employees. 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.
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Compagnie des Alpes I 2021 Universal registration document
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