Compagnie des Alpes // 2021 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies
The table belowmentions the individual attendance rate (meetings of the Board of Directors and the committees held during fiscal year 2020/2021) of Directors and the non-voting member who served in that capacity during the financial year:
Rate of attendance
Appointments and Compensation Committee
Audit and Finance Committee
Strategy Committee
Name of Director Dominique Marcel Antoine Saintoyant (1)
Board of Directors
100% 75% 67% 83% 83% 67% 67% 92% 75% 92% 92% 100% 100%
100% 100%
100%
CDC, represented by Marion Cabrol (2)
50%
CADS, represented by Emmanuelle Jianoux (3) BPAURA, represented by Maria Paublant CERA, represented by Guillaume Iserentant (4) Sofival, represented by Jean-François Blas
100%
100%
100%
50%
Antoine Gosset-Grainville
100% 100%
100%
Carole Montillet Rachel Picard (5) Clothilde Lauzeral Arnaud Taverne
100% 100%
50%
Sophie Sasinka (Director representing employees) Benoît Spriet (Director representing employees) (6)
N/A
Jacques Maillot (Non-voting member) (7) 20% (1) Antoine Saintoyant was appointed Vice-Chairman of the Board of Directors at the end of the Board of Directors ’meeting of 28 January 2021. He was previously appointed by co-option on 19 November 2020 to replace the resigning Serge Bergamelli, a co-option that was ratified by the General Meeting of 25 March 2021. (2) Carole Abbey replaced Virginie Fernandes as Permanent Representative of Caisse des Dépôts et Consignations on the Board of Directors of Compagnie des Alpes with effect from 28 January 2021. Marion Cabrol took over from him on 21 October 2021. (3) CADS was replaced as Director by CADS Capital at the Board of Directors ’meeting of 19 January 2022. (4) Jérôme Ballet was replaced by Guillaume Iserentant as permanent representative of CERA with effect from 1 May 2021. Subsequentl y, from 1 January 2022, Guillaume Iserentant was replaced by Alain Denizot. (5) Rachel Picard has informed the Chairman of the Board of Directors of her resignation as Director with effect from the Annual Shareholders’ Meeting to be held on 10 March 2022 to approve the financial statements for the financial year ended 30 September 2021. At its meeting of 19 January 2022, the Board of Directors, on the recommendation of the Appointments and Compensation Committee, decided to submit the candidacy of Anne Yannic to the vote of the next Shareholders’ Meeting, to replace Rachel Picard as Independent Director for a term of four years and (ii) appointing her, subject to the favourable vote of the Shareholders’ Meeting, at the following meeting of the Board of Directors, as a member of each of the specialised committees where Anne Yannic can contribute her experience. (6) Benoit Spriet was appointed on 16 November 2021 by the Social and Economic Committee as Director representing the employees and took part in a first meeting of the Board of Directors on 6 December 2021. (7) Jacques Maillot has informed the Chairman of the Board of Directors of his resignation as non-voting member with effect from the opening of the meeting of the Board of Directors following the Annual Shareholders’ Meeting to be called on 10 March 2022 to approve the financial statements for the financial year ended 30 September 2021, which will decide on his replacement. At its meeting of 19 January 2022, the Board of Directors decided that, following the Annual Shareholders’ Meeting, it would appoint Stéphanie Fougou as a non-voting member, to replace Jacques Maillot and that she would be invited to the Appointments and Compensation Committee in view of her skills and career path. 100% 100%
Assessment of the Board of Directors and committees Under the terms of the Charter (Article II.2.7.), the Board recorded in its internal regulations a mechanism for the annual assessment of its operations and a formal assessment to be conducted every three years, as recommended by the AFEP-MEDEF Code of Corporate Governance. The Board conducts an assessment of its capacity to meet shareholder expectations. This assessment has three objectives: (i) to review the Board’s operating procedures; (ii) verify that important issues are properly prepared and discussed; (iii) measure the actual contribution of each Director to the work of the Board and of the committees of which he or she is a member, due to his or her expertise and involvement in the deliberations. In addition, during FY 2020/2021 and in accordance with the AFEP-MEDEF Code, the three-year formal evaluation of the Board, covering both the composition and the functioning of the Board and its committees, was carried out during the meeting of the Board of Directors of 25 January 2021, under the aegis of the Appointments and Compensation Committee. The assessment was carried out using a questionnaire. The conclusions of the assessment, presented to the Board of Directors, report the proper functioning of the Board and its committees, the quality of the information presented, the freedom
to speak and the accuracy of the responses given by the Executive Management to the questions asked. In particular, the smooth running of the bodies during the Covid period was highlighted, thanks to regular meetings and the relevance of the points discussed. 3.2.1.2 Functioning of the committees The committees were regularly referred to for matters pertaining to their areas of expertise and the Board followed their recommendations. The information, documents and details required by Board and Committee members to carry out their work were provided with great transparency by Executive Management.
Strategy Committee Composition
The Strategy Committee is composed of Dominique Marcel (Chairman), Antoine Saintoyant, Jean-François Blas (permanent representative of Sofival), Maria Paublant (permanent representative of Banque Populaire Auvergne Rhône-Alpes), Emmanuelle Jianoux (permanent representative of Crédit Agricole des Savoie Capital),
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Compagnie des Alpes I 2021 Universal registration document
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