Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE

Composition of administrative and management bodies

by Law No. 2019-486 of 22 May 2019 (the so-called “Pacte” law), a second Director representing employees shall be appointed by 5 September 2020 at the latest. Directors representing employees are entitled to vote at Board meetings. Principles of Committee composition l The Strategy Committee has seven members, including (i) the Chairman and Chief Executive O ffi cer, who chairs said Committee ex officio , (ii) one Director representing or designated by the Reference Shareholder and (iii) three independent Directors. l The Audit and Finance Committee has four non-executive members, who must all o f fer specific financial and accounting

skills, including (i) one Director representing or designated by the Reference Shareholder and (ii) three independent Directors. The Committee is chaired by an independent Director. l The Appointments and Compensation Committee has three non-executive members, including (i) a Director representing or designated by the Reference Shareholder, and (ii) two independent Directors. It is chaired by an independent Director. The composition of the Committees, as well as their missions and their activities during the 2018/2019 fiscal year are detailed in section 3.2.1.2. “Functioning of the Committees".

Change in the composition of the Committees

Committee

Departure(s)

Replacement appointment(s)

Jean-Yves Barnavon (permanent representative of Crédit Agricole des Savoie until 31 January 2019)

Maria Paublant (permanent representative of Banque Populaire Auvergne Rhône-Alpes as from 7 March 2019)

Strategy Committee

Audit and Finance Committee

N/A N/A

N/A N/A

Appointments and Compensation Committee

Independence of Directors In accordance with the AFEP-MEDEF Code of Corporate Governance, to which the Company refers, and the principles and best practices of corporate governance set out in the Charter, the Board of Directors and each of the Committees comprise independent Directors. To be eligible for the status of independent Director, a person (whether a Director on their own behalf or a representative of a legal entity) must be competent and independent. A. Competence: an independent Director must have the relevant experience and skills necessary to perform their duties on the Board of Directors and on any Committees on which they might sit. In particular, independent Directors must be “active, present and involved” (see section 3.4 “Compliance with corporate governance recommendations” of this chapter). B. Independence: an independent Director must possess a certain number of qualities of independence vis-à-vis the shareholders of Compagnie des Alpes and the Compagnie des Alpes Group. independent Directors shall strive in all circumstances to maintain their independence in making judgments and decisions as well as in action. They must not be swayed by any factor lying outside the corporate interests that they are expected to protect. C. The review of candidacies for independent Director must ensure that candidates, in their professional activity, do not and will not be tempted to maintain any relations with Compagnie des Alpes, the CDA Group or its shareholders that could compromise the liberty of their judgement. In accordance with the AFEP-MEDEF Code of Corporate Governance, to evaluate these criteria, the objective characteristics below may be taken into account but should not constitute automatic cause for exclusion, either individually or collectively: (a) may not be an employee or corporate o f ficer (other than Director) of Compagnie des Alpes, may not be an employee of one of its subsidiaries, may not be an employee and/or Director

of a Compagnie des Alpes shareholder with a stake greater than fi ve percent (5%) in the latter’s capital, nor have been so over the previous fi ve years; (b) may not have been a Director of Compagnie des Alpes in the last twelve years; (c) may not be a corporate o ffi cer in a company in which Compagnie des Alpes has direct or indirect Board representation or in which an employee designated as such or a CDA corporate o ffi cer (at present or within the past fi ve years) holds a Board seat; (d) may not be a client, supplier, commercial or investment banker for the CDA Group or for which the CDA Group represents a considerable proportion of business; (e) may not have a close family tie with a corporate o ffi cer from a CDA Group company; (f) may not have been the Statutory Auditor of a CDA Group company in the previous fi ve years. D. The duration of fi ve years referred to in (a) and (c) above does not disqualify independent Directors who performed, prior to their designation as such, duties as independent members of the former Supervisory Board of the Company or as independent members of a management body of a Group company or of a CDA shareholder with a stake of greater than fi ve percent (5%) of CDA capital. E. Eligibility for the position of independent Director is assessed regularly, and at least once a year, by the Board of Directors, following the guidelines of the Appointments and Compensation Committee. Accordingly, at least once a year before the Ordinary Shareholders’ Meeting, the Board of Directors conducts a review of director independence by examining, on a case-by-case basis, the quali fi cations of each of its members in light of the above criteria, circumstances and the particular situation of the person in question. This review may be conducted as part of the annual evaluation of the Board and Committees or at any meeting of the Board of Directors.

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Compagnie des Alpes I 2019 Universal registration document