Compagnie des Alpes // 2021 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies
Rachel Picard (1) , Carole Montillet and Antoine Gosset-Grainville. Subject to the appointment of Anne Yannic to replace Rachel Picard by the Annual Shareholders’ Meeting of 10 March 2022 as an independent Director, the Board of Directors, on the recommendation of the Appointments and Compensation Committee, is considering appointing her as a member of the Strategy Committee. Main tasks The Strategy Committee’s tasks mainly include the assessment of the strategic goals, the creation of guidelines for the strategic goals and external development, the consolidated annual budgets, the capital expenditure programmes and the dividend policy. The Committee also oversees Company commitments for which prior Board deliberation is required. Activities during the 2020/2021 financial year During the financial year, the Strategy Committee met three times. The Strategy Committee dealt in particular with the following matters
l interim consolidated financial statements at 31 March 2021 and half-year financial report; l fees paid to the Statutory Auditors and their networks; l activity review and report concerning the Internal Audit Department and the Group’s 2020 internal control and compliance procedures and annual plan; l examination of the Group’s exposure to financial risks and significant off-balance sheet commitments; l interest rate hedging policy; l internal audit: evolution of the internal control procedures, multi-year audit plan for 2022-2026, audit update, follow-up of recommendations. The Appointments and Compensation Committee is composed of Antoine Gosset-Grainville (Chairman) and Antoine Saintoyant. Subject to the appointment of Anne Yannic to replace Rachel Picard by the Annual Shareholders’ Meeting of 10 March 2022 as an independent Director, the Board of Directors, on the recommendation of the Appointments and Compensation Committee, is considering appointing her as a member of the Appointments and Compensation Committee. Main tasks The responsibilities of the Appointments and Compensation Committee include the formulation of any recommendation or proposal regarding (i) the appointment of Directors; (ii) the appointment, dismissal and compensation of the Chairman and Chief Executive Officer and, where applicable, the Deputy Chief Executive Officers, (iii) the general policy for the allocation of share subscription and/or purchase options, and/or performance shares within the Group. The Appointments and Compensation Committee is also informed of the compensation policy of the Group’s principal managers who are not corporate officers, and may offer its opinion on this subject. It is also responsible, in conjunction with the Chairman of the Board of Directors, for making proposals on the implementation of corporate governance principles and for preparing the assessment of the Board’s work. Activities during the 2020/2021 financial year The Appointments and Compensation Committee met twice during the financial year. The following points were discussed: l determination of the compensation of executive corporate officers; l proposal for the distribution of the annual amount allocated in respect of the compensation linked to the office of Director for the financial year 2019/2020; l information on the compensation of the members of the Executive Committee; l review of the information on corporate governance and the compensation of corporate officers provided in the annual report and in the report of the Board of Directors in accordance with Article L. 225-37 of the French Commercial Code; l review of the implementation of the non-discrimination, diversity and gender balance policy through a balanced representation of women and men within the governing bodies; Appointments and Compensation Committee Composition
in advance of Board meetings: l budget and 2021-2025 MTP; l update on the Group’s financing situation; l State-Guaranteed Loan and distribution of dividends; l transactions involving the share capital.
Audit and Finance Committee Composition
The Audit and Finance Committee is composed of Alain Denizot (permanent representative of Caisse d’Epargne Rhône-Alpes) (Chairman), Clothilde Lauzeral and Rachel Picard. Subject to the appointment of Anne Yannic to replace Rachel Picard by the Annual Shareholders’ Meeting of 10 March 2022 as an independent Director, the Board of Directors, on the recommendation of the Appointments and Compensation Committee, is considering appointing her as a member of the Audit and Finance Committee. Main tasks The tasks of the Audit and Finance Committee mainly involve reviewing the accounts, examining the performance of the internal audit system and risk management and identification procedures. It shall submit to the Board of Directors a recommendation on the Statutory Auditors, whose appointment and renewal will be proposed to the Shareholders’ Meeting, examine their auditing measures and ensure compliance with the conditions of independence applicable to them. It also approves the provision of services other than the certification of financial statements by the Statutory Auditors. Activities during the 2020/2021 financial year The Audit and Finance Committee again held four meetings in 2020/2021, spreading its workload in accordance with the recommendations of the AMF task force’s Audit Committee report published on 22 July 2010 on which the Committee relies. The following matters were dealt with in particular: l annual financial statements for the financial year ended 30 September 2020; l review of forecasting management documents;
(1) 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 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.
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Compagnie des Alpes I 2021 Universal registration document
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