Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE

Composition of administrative and management bodies

Review of Directors’ independence In accordance with the Charter and the AFEP-MEDEF Code of Corporate Governance to which the Company refers, and on the recommendation of the Appointments and Compensation Committee, the Board conducted the annual review of director independence by examining, on a case-by-case basis, the quali fi cation of each of its members in light of the criteria de fi ned in the Charter, the circumstances and the particular situation of the person in question. Following the review, the Board of Directors con fi rmed that the fi ve independent Directors, i.e. one more than the minimum laid down in the Charter, still qualify for that status. Expertise and diversity When choosing Directors and Committee members, the Board of Directors and the Appointments and Compensation Committee (which assists the Board in this area) strive to achieve a balanced composition of corporate bodies. In line with the guiding principle of diversity, they notably aim to include a wide range of skills, experience and professional backgrounds, while being mindful of gender equality and the diversity of nationalities. In addition to his vast experience in fi nance and strategy, Dominique Marcel has an in-depth knowledge of the tourism sector, having had responsibility for monitoring and managing all the Caisse des Dépôts group’s activities in the tourism sector. In accordance with the AFEP-MEDEF Code of Corporate Governance, the members of the Audit and Finance Committee (Antoine Gosset- Grainville, Bénédicte Davy, Serge Bergamelli and Giorgio Frasca) all o ff er speci fi c proven fi nancial and accounting skills. Rachel Picard has expertise in the tourism and digital industries, as well as in the mountain sector. In view of her current position, Bénédicte Davy also has a vast experience in digital matters. Serge Bergamelli has extensive digital, new IT technologies and communications skills and strong on-the ground experience. Moreover, he was actively involved in the organisation of the Albertville Olympic Games and the 1998 Football World Cup. Virginie Fernandes, Antoine Gosset-Grainville, Bénédicte Davy, Maria Paublant and Emmanuelle Jianoux have proven expertise in the fi elds of funding. Antoine Gosset-Grainville is now exercising the functions of business lawyer, alongside Francis Szpiner. Jean-François Blas and Carole Montillet both have in-depth knowledge of the mountain sector.

The Board also has one foreign Director (Giorgio Frasca who is an Italian national) and six female members, (excluding Sophie Sasinka, who is a Director representing employees), i.e. 50% women: Virginie Fernandes, Maria Paublant, Rachel Picard, Bénédicte Davy, Carole Montillet and Emmanuelle Jianoux. Moreover, in accordance with Law No. 2018-771 of 5 September 2018 (relating to the freedom to choose one’s professional future), Compagnie des Alpes strives to achieve gender equality within its Executive Committee and in positions of higher responsibility. The Executive Management is committed to promoting increasing diversity and makes numerous e ff orts to achieve a good gender balance. Under its leadership, the Group’s Human Resources Department thus launched and deployed an active policy to promote gender equality, the results of which are analysed and reviewed annually by the Board of Directors. The results in terms of diversity within the Executive Committee and Operations Committee (10% of the higher-responsibility positions are within the Operations Committee) are presented in Chapter 4, in section 4.2.4.1. Other rules and characteristics relating to the Board’s composition and Directors Age limit: at least two-thirds of the Board members must be less than seventy (70) years of age. Ownership of Company shares: the Charter contains a provision on the minimum number of shares to be held by Directors by means of reinvestment of part of their Directors’ fees. With the exception of Board members who do not personally receive Directors’ fees, and to demonstrate a commitment to the Company, each Director must personally hold at least 300 shares in Compagnie des Alpes. If necessary, Directors will reinvest at least half of the net amount of Directors’ fees they have received for a fi scal year in Company shares until the aforementioned quota has been reached. In the interests of transparency, Directors are also advised to put all of their shares in a registered or administered account, with a minimum of 300 shares.

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Compagnie des Alpes I 2019 Universal registration document