Compagnie des Alpes // 2021 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

3.1.3 ADDITIONAL INFORMATION RELATING TO DIRECTORS AND EXECUTIVE CORPORATE OFFICERS 3.1.3.1 Non-conviction

appointment of a member of the Executive Management or Board of Directors. To the Company’s knowledge, there are no restrictions accepted by the Company’s corporate officers concerning the sale of their shareholdings in the Company. 3.1.3.3 Service contracts To the Company’s knowledge, no service contract has been agreed between the Company and any member of the Executive Management or Board of Directors, with the exception of the licensing agreement for the use of the corporate names “Caisse des Dépôts et Consignations” and “Groupe Caisse des Dépôts”, referred to in Chapter 5, in Note 9.2.2 of the notes to the consolidated financial statements. 3.1.3.4 Share transactions by Compagnie des Alpes executive officers See Chapter 6, section 6.2.7 “Shareholdings and securities transactions by corporate officers and executives”. 3.1.3.5 Family ties There are no family ties among the Board members and Executive Management.

To the knowledge of Compagnie des Alpes, during the last five years none of the corporate officers has been convicted of fraud, has been involved in bankruptcy, sequestration or liquidation, has been subject to incrimination or official public sanction delivered by statutory or regulatory authorities (including designated professional bodies) or has been barred by a court from acting in the capacity of member of any company’s management or Supervisory Board, or from acting in any company’s management. 3.1.3.2 Conflicts of interest In accordance with the Charter, Directors and non-voting members undertake to avoid any potential conflict between their moral and material interests and those of the Company. They will inform the Board of any conflict of interest in which they may be involved. Should they be unable to avoid a conflict of interest, they will refrain from taking part in discussions and from any decision-making in relation to the matters concerned. To the Company’s knowledge, there are at present no potential conflicts of interest between the duties owed to the Company by the members that make up the management or administrative bodies, and their personal and/or other interests or treaty or agreement with shareholders, customers, suppliers, or others whose terms require the

3.2 Functioning of executive and management bodies

3.2.1 FUNCTIONING OF THE BOARD OF DIRECTORS AND ITS COMMITTEES 3.2.1.1 Functioning of the Board of Directors Missions of the Board of Directors

A draft of the minutes is submitted to Directors for comments. The final minutes are approved at the next meeting. In order to better prepare its work, the Board of Directors is assisted by three specialised committees whose composition and functioning are specified in section 3.2.1.2 “Functioning of the committees”, and whose powers and operating procedures are set by the Charter: the Strategy Committee, the Audit and Finance Committee and the Appointments and Compensation Committee. Except as set forth below, the appropriate Committee is consulted before any Board vote on issues falling within said Committee’s competence. Voting may not take place until the Committee has submitted its recommendations or proposals. In accordance with the Company’s by-laws, Board decisions are adopted in principle by simple majority of the members present, with the Chairman having the casting vote. However, if (i) one of the committees has voted against a project under consideration, or (ii) the relevant Committee has been unable to meet or to vote, a qualified majority of eight-twelfths (8/12 th ) of the Directors present or represented shall be required to adopt the decision regarding said project. Moreover, the Board of Directors comprises a non-voting member, appointed in accordance with the provisions of Article 9 of the by- laws and Article III.4 of the Corporate Governance Charter. Jacques

In accordance with legal requirements and the Company’s by-laws, the Board of Directors sets the Company’s business policies and sees to their implementation. Subject to the powers expressly assigned to Shareholders’ Meetings and within the limit of the corporate purpose, the Board of Directors handles all matters affecting the proper functioning of the Company and, through its deliberations, resolves any issues relating to it. The Board of Directors carries out any audits or checks that it deems necessary at any time. Conditions for the preparation and organisation of the Board’s work The Chairman or, in the Chairman’s absence the Vice-Chairwoman, convenes the Board and steers the debate. The Chairman of the Board of Directors sets the agenda in consultation with the Executive Management. Except in emergencies, the agenda is sent to Board members at least five days before the meeting. A file detailing the agenda’s topics, and prepared by the Executive Management, is sent to Board members several days before the meeting.

65

Compagnie des Alpes I 2021 Universal registration document