Compagnies des Alpes // 2019 Universal Registration Document
3 REPORT ON CORPORATE GOVERNANCE
Composition of administrative and management bodies
DELPHINE PONS DISTRIBUTION, NEW BUSINESS LINES AND INNOVATION DIRECTOR
Delphine Pons graduated from ESSEC and began her career at the Strategy Department of Deloitte Consulting/ Braxton Associés as a consultant, before taking up a managerial role. She joined CDA in May 2005 as Head of Leisure parks strategic planning. From September 2005, she served as Head of Leisure parks strategic marketing and subsequently as Head of Group Sales & Marketing from September 2009. In this role she was responsible for driving the commercial and marketing policy for Group Ski areas and Leisure parks. Delphine was in charge of International development and new business lines between 2013 and 1 September 2016, when she was appointed Director of Group Development. On 2 May 2019, Delphine Pons was appointed distribution, new business lines and innovation director. Appointed on 1 October 2013 – Joined the Group in May 2005
DAVID PONSON DIRECTOR OF THE SKI AREAS DIVISION
David Ponson is a graduate of École nationale supérieure d’arts et métiers in Paris. He joined Compagnie des Alpes in 1996 as Technical Manager for Operation and Quality at STAG (Société des Téléphériques de l’Aiguille Grive – Peisey-Vallandry). In 1998 he took over as Head of the Ski Lift and Slope Operation Department. He joined SEVABEL (Les Ménuires) in March 2002, taking up the role of Chief Executive O ffi cer and coordinator of 3 Vallées (Méribel – Les Ménuires). Between 1 January 2012, when he joined the Executive Committee, and 31 May 2016, he was Head of Ski areas operations for the Tignes/Val-d’Isère connected ski area, as well as 3 Vallées. On 1 June 2016, he was appointed Director of the ski areas division. David is also Chairman of the Savoie section of Domaines Skiables de France. Appointed on 1 January 2012 – Joined the Group in 1996
3.1.3 ADDITIONAL INFORMATION RELATING TO DIRECTORS AND EXECUTIVE CORPORATE OFFICERS 3.1.3.1 Statement of non-conviction
3.1.3.3 Service contracts To the Company’s knowledge, no service contract has been agreed between the Company and any member of the Executive Management or Board of Directors, with the exception of the licensing agreement for the use of the corporate names “Caisse des Dépôts et Consignations” and “Groupe Caisse des Dépôts”, referred to in Chapter 5, in Note 8.1.2 of the notes to the consolidated fi nancial statements. 3.1.3.4 Share transactions involving Compagnie des Alpes executives During the 2018/2019 fi scal year, no share transactions involving executives were recorded or formed the subject of the declaration referred to in Article L. 621-18-2 of the French Monetary and Financial Code other than the disposal of 1,681,985 shares ( i.e. 6.89% (1) 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. For transactions carried out after the reporting date, see section 6.2.7 “Shareholdings and trading”, in Chapter 6 “Share capital and shareholding”. 3.1.3.5 Family ties There are no family ties among the Board members and Executive Management.
To the knowledge of Compagnie des Alpes, during the last fi ve years none of the corporate o ffi cers has been convicted of fraud, has been involved in bankruptcy, sequestration or liquidation, has been subject to incrimination or o ffi cial public sanction delivered by statutory or regulatory authorities (including designated professional bodies) or has been barred by a court from acting in the capacity of member of any company’s management or Supervisory Board, or from acting in any company’s management. 3.1.3.2 Conflicts of interest In accordance with the Charter, Directors and non-voting members undertake to avoid any potential con fl ict between their moral and material interests and those of the Company. They will inform the Board of any con fl ict of interest in which they may be involved. Should they be unable to avoid a con fl ict of interest, they will refrain from taking part in discussions and from any decision-making in relation to the matters concerned. To the Company’s knowledge, there are at present no potential con fl icts of interest between the duties owed to the Company by the members that make up the management or administrative bodies, and their personal and/or other interests or treaty or agreement with shareholders, customers, suppliers, or others whose terms require the appointment of a member of the Executive Management or Board of Directors. To the Company’s knowledge, there are no restrictions accepted by the Company’s corporate o f ficers concerning the sale of their shareholdings in the Company.
(1) Based on a capital comprising 24,413,2171 shares on the date of the transaction.
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Compagnie des Alpes I 2019 Universal registration document
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