Compagnie des Alpes // 2021 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, who automatically chairs the said Committee, (ii) a Director representing, or appointed by, the Leading 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 Leading 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 2020/2021 financial year are detailed in section 3.2.1.2. “Functioning of the committees”.
Commercial Code are met, the Board of Directors also includes one or two Directors representing the employees. 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 Leading 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), a second Director representing the employees was appointed after the Combined Ordinary and Extraordinary Shareholders’ Meeting amended the bylaws on 16 September 2021 and the Board of Directors took note of his appointment on 6 December 2021.
Change in the composition of the committees The table below shows the changes in the composition of the committees during the past financial year and up to 28 January 2022.
Date of appointment/ effective appointment
Committee Departure(s)
Date of actual departure Appointment(s)/designation(s)
Crédit Agricole des Savoie, represented by Emmanuelle JIANOUX (member) Caisse des Dépôts et Consignations, represented by Virginie FERNANDES (member)
19 January 2022
Crédit Agricole des Savoie, represented by Emmanuelle JIANOUX (member)
19 January 2022
28 January 2021
28 January 2021
Antoine SAINTOYANT (member)
Strategy Committee
Crédit Agricole des Savoie, represented by Emmanuelle JIANOUX (member)
19 November 2020
Carole MONTILLET (member) Caisse d’Épargne Rhône-Alpes, represented by Alain DENIZOT (Chairman) Clothilde LAUZERAL (member) Caisse d’Épargne Rhône-Alpes, represented by Jérôme BALLET (Chairman)
19 November 2020
1 st May 2021
19 January 2022
Caisse d’Épargne Rhône-Alpes, represented by Jérôme BALLET (member) Serge BERGAMELLI (member) Antoine GOSSET-GRAINVILLE (Chairman)
Audit and Finance Committee
19 November 2020 19 November 2020
19 November 2020 19 November 2020
Rachel PICARD (member)
19 November 2020
1 st May 2021
Caisse d’Épargne Rhône-Alpes, represented by Guillaume ISERENTANT (member)
1 st May 2021
Caisse d’Épargne Rhône-Alpes, represented by Jérôme BALLET (member)
Appointments and Compensation Committee
Antoine GOSSET-GRAINVILLE (Chairman) Antoine SAINTOYANT (member) Caisse d’Épargne Rhône-Alpes, represented by Jérôme BALLET (member)
19 November 2020
Caisse des Dépôts et Consignations, represented by Virginie FERNANDES (member)
19 November 2020
19 November 2020
19 November 2020
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Compagnie des Alpes I 2021 Universal registration document
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