Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE

Composition of administrative and management bodies

The table below shows the changes in the composition of the Board of Directors during the fi scal year.

Family name/Company name

Date of actual departure Date of end of term

Caisse d’Épargne Rhône-Alpes

N/A N/A N/A

2023 AOSM 2023 AOSM 2023 AOSM

Directors whose mandate was renewed during the fi scal year (AOSM (1) of 7 March 2019)

Rachel Picard

Serge Bergamelli

Director whose Permanent Representative was replaced during the fi scal year

Crédit Agricole des Savoie (2)

31/01/2019

2022 AOSM

(1) Annual Ordinary Shareholders’ Meeting. (2) Emmanuelle Jianoux replaced Jean-Yves Barnavon as Permanent Representative of Crédit Agricole des Savoie on the Board of Directors of Compagnie des Alpes as from 1 February 2019.

Through these new appointments, the policy of diversity within the Board of Directors was upheld.

3.1.1.2 Principles of Board and Committee composition The composition of the Board of Directors and its three Committees follows several principles set out in the Charter. The Charter, in e f fect since the privatisation of the Company in 2004 and amended several times from year to year to integrate new governance provisions, is available in its entirety on the Compagnie des Alpes website at the following address: www.compagniedesalpes.com, under the heading “Governance”. It serves as the internal regulations of the Board of Directors. Given the presence of a Reference Shareholder (Caisse des Dépôts et Consignations), the Charter is intended to promote a democratic and collective representation of shareholders and take into account corporate interests, mainly through the appointment of independent Directors. In accordance with the by-laws and on the recommendation of the Appointments and Compensation Committee, Virginie Fernandes was appointed Vice-Chairman of the Board of Directors at the Board meeting of 9 March 2017. Her termwill run for the duration of her o ffi ce as Permanent Representative of Caisse des Dépôts et Consignations, which is a Company Director and the Reference Shareholder. In October 2018, within the scope of its periodic review, the Board of Directors updated the Charter to bring it into line with market practices and the AFEP-MEDEF Code of Corporate Governance, revised in June 2018. In January 2020, the Board of Directors amended the Charter to bring it into line with the provisions of Law No. 2019-486 of 22 May 2019 (French law for the growth and transformation of businesses, known as the “Pacte” law). Principles of Board composition In total, the Charter contains six principles governing the composition of the Board of Directors. These principles are summarised below. As a guiding principle, the Board endeavours to ensure that its composition and that of the Committees is well balanced, in particular in terms of the range of skills present and the number of men and women and di ff erent nationalities represented. l Principle No. 1: Based on the recommendations of the Appointments and Compensation Committee, the Board of Directors submits to the Ordinary Shareholders’ Meeting a list of candidates chosen in accordance with the principles of the Charter, in view of their competence and their potential contribution to the Board’s work and to the creation of long-term value, while taking into consideration social and environmental responsibility issues. l Principle No. 2: Directors are elected by all of the shareholders and must act in all circumstances in CDA’s corporate interest, serving the long-term value creation strategy that is part of a constant

desire to respect stakeholders such as employees, shareholders, customers, partners and, of course, public authorities, and make every e ff ort to ensure that CDA’s activities are conducted legally, responsibly, transparently and ethically. The Board of Directors may consist of no more than eight members and must conform with the composition of the shareholding structure and the size and nature of CDA’s activities. Preference is given to representation of long-term shareholders (stakes held in pure registered or administered form). Caisse des Dépôts et Consignations – the Reference Shareholder with a stake greater than or equal to one third – thus has four Directors (including the Chairman and Chief Executive O ffi cer), namely: l Dominique Marcel, Chairman-Chief Executive O ffi cer; l CDC, represented by Virginie Fernandes; Other shareholders that hold their stakes in pure registered or administered form and wish to be represented on the Board of Directors must submit their request to the Chairman and Chief Executive O ffi cer. All requests are examined by the Appointments and Compensation Committee, which makes recommendations to the Board of Directors in the light of the six principles set out in the Charter. l Principle No. 3: The number of Board members is set at twelve (set number of members), including at least four independent Directors. l Principle No. 4: Should the application of the above principles prevent the appointment of eight members in respect of principle No. 2, the vacant positions shall be fi lled by other independent Directors. l Principle No. 5: Should CDA’s shareholders decide, at a Shareholders’ Meeting, to increase the number of Directors by way of derogation from the principle of having a set number of members (Principle No. 3), the Charter shall be amended as required so as to adapt the principles set out above. l Principle No. 6: The Chairman of the Board of Directors is chosen from those members representing (or proposed by) the Reference Shareholder. In accordance with Article L. 225-27-1 of the French Commercial Code, a Director representing employees was appointed after the amendment of the by-laws by the Annual Shareholders’ Meeting held on 8 March 2018. The Board of Directors duly noted his appointment on 26 October 2018. In accordance with the same Article, as amended l Serge Bergamelli; l Francis Szpiner.

47

Compagnie des Alpes I 2019 Universal registration document

Made with FlippingBook - Online catalogs