Compagnies des Alpes // 2019 Universal Registration Document
6 SHARE CAPITAL AND SHAREHOLDING Shareholder structure
shareholders and take adequate account of corporate interests, mainly through the appointment of at least four independent Directors. The Caisse des Dépôts has only four seats out of a total of twelve on the Board, one out of three on the Appointments and Compensation Committee, one out of seven on the Strategy Committee, and one out of four on the Audit and Finance Committee.
The composition of each corporate body ensures the Company is not controlled in a detrimental way. To the best of the Company’s knowledge, there are no agreements or commitments binding one or more shareholders that could lead to a subsequent change of control.
6.2.3 SHAREHOLDERS’ AGREEMENTS
To the best of the Company’s knowledge, there are no shareholder agreements, preferred agreements, or any other type of contract whose execution could at a later date entail a change in ownership.
6.2.4 PORTION OF COMPANY SHARE CAPITAL THAT WAS PLEDGED OR IS SUBJECT TO OTHER RESTRICTIONS
To the best of the Company’s knowledge, no CDA share was pledged or was subject to other restrictions at 30 September 2019.
6.2.5 DEVELOPMENT OF THE INDIVIDUAL SHAREHOLDER BASE Created in September 2005, the Shareholders’ Club is designed to disseminate information about the Group to Compagnie des Alpes shareholders. Club membership is free of charge and accessible to any shareholder owning at least one registered share.
owns at least 200 shares at 30 September of the relevant year, provides special o ff ers on ski lift passes or entry tickets for Group parks. Further information on membership can be downloaded from the CDA website or obtained directly from the Company headquarters. Compagnie des Alpes was also the fi rst French midcap to create a Shareholders’ Advisory Committee (see section 6.4.3 below).
It o f fers a number of services to members (CDA newsletter and invitations to meetings and conferences) and, provided the shareholder
6.2.6 EMPLOYEE SHAREHOLDERS In 1995, Compagnie des Alpes set up a Group Employee savings plan with the aim of allowing CDA Group employees to bene fi t from growth in earnings through the rising share prices of their CDA stock. Accordingly under the Group Employee savings plan, employees may invest in a shareholders’ investment fund, CDA Actionnariat, which is invested entirely in CDA shares.
The CDA Actionnariat employee investment fund held 358,368 shares, i.e. 1.47% of CDA share capital at 30 September 2019, a slight increase on the percentage held at the end of the previous fi scal year. Besides, senior executives as well as certain other Group managers are eligible for bonus share plans implemented by CDA.
6.2.7 CORPORATE OFFICERS’ AND SENIOR MANAGERS’ SHAREHOLDINGS AND TRADING Director shareholding in the share capital of the issuer
Trading of Company shares by Directors and persons related to them, executive corporate officers and other managers referred to in the French Monetary and Financial Code In the past fi scal year, to the Company’s knowledge, no securities transaction referred to in Article L. 621-18-2 of the French Monetary and Financial Code and needing to be reported to the AMF (the French Financial Markets Authority) took place other than the disposal of 1,681,985 shares ( i.e. 6.89% of the Company’s share capital, representing the same number of voting rights) by the Board member Crédit Agricole des Savoie on 27 November 2018, as part of an internal reclassi fi cation operation conducted by its Group via its subsidiary Crédit Agricole des Savoie Développement, to the bene fi t of its subsidiary Crédit Agricole des Savoie Capital SASU. The Corporate Governance Charter provides for abstention obligations during precise periods (“closed periods”) prior to the publication of press releases on annual and half-yearly results, as well as on quarterly information.
The number of shares owned by each Director is given in Chapter 3, section 3.1.1.2. The Compagnie des Alpes Corporate Governance Charter includes a stipulation that Directors must hold a minimum quota of shares, set out in Chapter 3, section 3.1.1.2. Executive corporate officer shareholding in the share capital of the issuer The number of shares owned by each executive corporate o ffi cer is given in Chapter 3, section 3.1.1.3.
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Compagnie des Alpes I 2019 Universal registration document
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