Compagnie des Alpes // 2021 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

l performance share plans and conditions for implementing the performance plan; l new Directorships and update on the appointment of the second Director representing employees; l triennial evaluation of the functioning of the Board and its committees; l annual review of the independence criteria for Directors;

l recruitment of a new Chief Executive Officer; l proposal to revise the Corporate Governance Charter to update it with the latest recommendations of the AFEP-MEDEF Code and to allow a re-composition of the specialised committees for better governance.

3.2.2 PROCEDURES FOR EXERCISING AND LIMITING THE POWERS OF EXECUTIVE MANAGEMENT 3.2.2.1 Procedures to exercise Executive Management

l annual capital expenditure budgets for Compagnie des Alpes Group; l any investment or divestment (not included in the budgets referred to in the Charter and not referred to in the paragraph below) (i) as part of the Group’s current and recurrent operations, for a total amount (including all additional investments committed or off-balance sheet commitments made) of more than €15 million excluding tax, or, where applicable, specific lower amounts set by the Board of Directors, or (ii) outside of the Group’s current and recurrent operations or strategic areas or to be made in a country in which Compagnie des Alpes Group does not have any direct or indirect presence; l the entering into, voluntary termination or signing of any rider, of the public service delegation contract(s), excluding annual asset inventory update riders whose total amount (including all additional investments committed or off-balance-sheet commitments made) is greater than €15 million excluding taxes; l any plan to create a company or take any kind of controlling interest in any company or undertaking outside the Group if the purpose or business is not one of the Group’s strategic areas, or creation of a company or acquisition of a stake in any company or undertaking outside the Group if the purpose or business is one of the Group’s strategic areas and the deal ( i.e. the lowest amount (aa) or the value of the company being acquired (bb), including any additional investments committed or off-balance sheet commitments made by the purchaser) exceeds €15 million, or the creation of a partnership with a company or undertaking outside the Compagnie des Alpes Group (joint venture agreement) involving contributions of assets by either of the parties or any other exchanges of securities, or the granting of sureties not covered by Article L. 225-35 paragraph 4 of the French Commercial Code, in any form whatsoever (collateral, mortgages, pledges, security trusts, etc.) in an amount exceeding €15 million; l any financing operation carried out via bilateral or syndicated credit lines of an amount exceeding €100 million (for the year, in one or more instalments), with a term of more than one year; l any transaction in Company shares pursuant to Article L. 22-10-62 of the French Commercial Code exceeding 2% of the Company’s share capital (for the year, in one or more instalments); l the general policy for the establishment stock option and/or performance share plans and any decision to grant such options or shares exceeding 1% of the share capital (for the year, in one or more instalments). In addition, in accordance with legal provisions and Article 13.4. of the Company’s by-laws, the Board of Directors authorised, at its meeting of 6 December 2021, the Chief Executive Officer to offer sureties, endorsements and other guarantees, within the limit of €15 million.

As indicated above, Dominique Thillaud has assumed Executive Management of the Company since 1 st June 2021 in his role as Chief Executive Officer, assisted by Loïc Bonhoure, Deputy Chief Executive Officer. Dominique Marcel has been the non-executive Chairman of the Board of Directors since the same date, to ensure continuity in the Group’s development alongside the Chief Executive Officer and the Deputy Chief Executive Officer. Following the Board of Directors’ meeting of 28 January 2021, the Company announced its intention to separate the functions of Chairman of the Board of Directors and Chief Executive Officer. In this context, the Board of Directors, at its meeting of 31 May 2021, decided that as of 1 st June 2021, the Group’s General Management would be entrusted to Dominique Thillaud in his capacity as Chief Executive Officer, supported by Loïc Bonhoure, appointed Deputy Chief Executive Officer (previously Deputy Managing Director in charge of the Group’s strategy, development and mergers and acquisitions) to intervene more specifically in the areas of organisation, steering and management of the Group. It is recalled that in order to ensure the managerial transition in the best interest of the Company, Dominique Marcel, whose term of office as Director was renewed by the Shareholders’ Meeting of 25 March 2021, was reappointed by the Board as Chairman and Chief Executive Officer on the same day until 31 May 2021 and the appointment of Dominique Thillaud as Deputy Chief Executive Officer was proposed to the Board for this interim period. 3.2.2.2 Limitations on the powers of Executive Management The Chief Executive Officer and the Deputy Chief Executive Officer exercise their powers in accordance with the Company’s Corporate Governance Charter. The provisions applicable to the Chief Executive Officer can be transferred to the Deputy Chief Executive Officer. The Chief Executive Officer and the Deputy Chief Executive Officer are vested with the most extensive powers to act on behalf of the Company in all circumstances. They exercise these powers within the limits of the corporate purpose and subject to the powers expressly granted by law to Shareholders ’Meetings and the Board of Directors. They represent the Company in all their relations with third parties. Thus, certain decisions relating to the Compagnie des Alpes Group cannot be adopted and certain deeds or commitments relating to the Group cannot be entered into by the Executive corporate officers if they have not been the subject of prior authorisation, or a delegation of powers from the Board of Directors. These restrictions of power are described in Article II.2.4. of the Charter, which requires the Board’s prior approval for decisions on one of the following matters: l Compagnie des Alpes’ development strategy, especially in geographic terms (locations, etc.);

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Compagnie des Alpes I 2021 Universal registration document

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