Compagnie des Alpes // 2021 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE

Composition of administrative and management bodies

Independence of Directors In accordance with the AFEP-MEDEF Code of Corporate Governance to which the Company refers and the principles and best practices of corporate governance set out in the Charter, the Board of Directors and each of the committees include independent Directors appointed or co-opted as such. To be eligible for the status of independent Director, a person (whether a natural or legal person Director or a representative of a legal person Director) must be competent and independent. Competence: an independent Director must have the relevant experience and skills necessary to perform their duties on the Board of Directors and on any committees on which they might sit. In particular, independent Directors must “have integrity and be present and involved” (see section 3.4 “Compliance with corporate governance recommendations” of this chapter). Independence: an independent Director must possess a certain number of qualities of independence vis-à-vis the shareholders of Compagnie des Alpes and the Compagnie des Alpes Group. Independent Directors shall strive in all circumstances to maintain their independence in making judgments and decisions as well as in action. They must not be swayed by any factor lying outside the corporate interests that they are expected to protect. The review of candidacies for independent Director must ensure that candidates, in their professional activity, do not and will not be tempted to maintain relations of any nature with Compagnie des Alpes, the CDA Group or its management that could compromise the liberty of their judgement. Thus, an independent Director is understood to mean any non-executive corporate officer of Compagnie des Alpes or its Group with no particular interest (significant shareholder, employee, other) with them. In examining these criteria, the following objective characteristics may be taken into account, although they do not individually or even cumulatively constitute an automatic reason for exclusion: (a) may not be an employee or executive corporate officer of Compagnie des Alpes, not be an employee, executive corporate officer or Director of a company that Compagnie des Alpes consolidates, not be an employee, executive corporate officer, or Director of the parent company of Compagnie des Alpes or of a company consolidated by this parent company, and not to be or not to have been such a person during the previous five years; (b) may not be an executive corporate officer in a company in which Compagnie des Alpes has direct or indirect Board representation or in which an employee designated as such or a CDA executive corporate officer (at present or within the past five years) holds a Board seat; (c) may not be a client, supplier, investment banker or significant advisor of Compagnie des Alpes or the Compagnie des Alpes Group, or for which Compagnie des Alpes or its Group represents a significant amount of business; (d) may not have close family ties with a corporate officer; (e) may not have been a Statutory Auditor of Compagnie des Alpes during the previous five years; (f) may not have been a Director of Compagnie des Alpes in the last twelve years; The loss of the status of independent Director occurs on the date twelve years have elapsed.

A non-executive corporate officer cannot be considered independent if he or she receives variable compensation in cash or shares or any compensation linked to the performance of Compagnie des Alpes or its Group. Directors representing major shareholders of Compagnie des Alpes or its parent company may be considered independent if these shareholders do not participate in the control of Compagnie des Alpes. However, above a threshold of 10% of the share capital or voting rights, the Board, on the basis of a report by the Appointments Committee, systematically examines whether they qualify as independent, taking into account the composition of the share capital of Compagnie des Alpes and the existence of a potential conflict of interest. The five-year term referred to in (a) and (b) above does not disqualify independent Directors who, prior to their appointment in this capacity, were independent members of the Company’s former Supervisory Board or independent members of a management body of a Compagnie des Alpes Group company or the Company’s parent company. Eligibility for the position of independent Director is assessed regularly, and at least once a year, by the Board of Directors, following the guidelines of the Appointments and Compensation Committee. Accordingly, at least once a year before the Ordinary Shareholders’ Meeting, the Board of Directors conducts a review of Director independence by examining, on a case-by-case basis, the qualifications of each of its members in light of the above criteria, circumstances and the particular situation of the person in question, of the Company and of the Compagnie des Alpes Group. This review may be carried out as part of the annual assessment of the Board and its committees or when a Director is appointed. The Board of Directors may consider that a Director, although fulfilling the criteria set out above, should not be qualified as independent in view of his or her particular situation or that of the Company, in view of its shareholder structure or any other reason. Conversely, the Board may consider that a Director who does not meet these criteria is nevertheless independent. Review of Directors’ independence In accordance with the Charter and the AFEP-MEDEF Code of Corporate Governance to which the Company refers, and on the recommendation of the Appointments and Compensation Committee, the Board of Directors of 19 January 2022 conducted the annual review of Director independence by examining, on a case-by-case basis, the qualification of each of its members in light of the criteria defined in the Charter, the circumstances and the particular situation of the person in question. Following its review, the Board of Directors noted that four Directors are qualified as independent. Expertise and diversity The Board of Directors and the Appointments and Compensation Committee annually assess the composition of the Board and its committees, as well as the various skills and experience provided by the Directors, including at the time of their appointment and renewal. To this end, the Board of Directors and the Appointments and Compensation Committee which assists it in these matters pursue the objective, in the choice of Directors and Committee members, of achieving a balanced composition of bodies. In accordance with the guiding principle of diversity, they prioritise diversity of skills, experience and professional backgrounds, as well as gender equality. Thus, in addition to his vast experience in finance and strategy, Dominique Marcel has an in-depth knowledge of the tourism sector,

49

Compagnie des Alpes I 2021 Universal registration document

Made with FlippingBook Online newsletter creator