Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

3.2 Functioning of executive and management bodies

3.2.1 FUNCTIONING OF THE BOARD OF DIRECTORS AND ITS COMMITTEES 3.2.1.1 Functioning of the Board of Directors Missions of the Board of Directors

The non-voting member is not a corporate o ffi cer and only has an advisory and non-decision-making role at the meetings of the Board of Directors and its specialist Committees, to which he is invited to attend, in accordance with applicable regulation and, if required, the Charter. He may not interfere in the Company’s management. Neither the Directors nor the Chief Executive O ffi cer are bound by his opinion and remain free to assess how these should be acted on. Activities of the Board of Directors during the 2018/2019 fiscal year During the 2018/2019 fi scal year, the Board of Directors mainly dealt with the following matters: l budget and 2019-2023 MTP; l reports on the work of the various Committees; l preparation of the annual fi nancial statements for the fi scal year ended 30 September 2018; l annual review of regulated agreements and commitments; l governance (co-option Directors, review of the composition of the Board and Committees (in particular the appointment of Maria Paublant to the Strategy Committee) and evaluation of the functioning of the Board and Committees); l amendment of the Corporate Governance Charter; l compensation of executive corporate o ffi cers; l implementation of the share buyback programme; l grants of performance shares; l report on gender equality; l authorisation of Chairman and Chief Executive O ffi cer in relation to sureties, endorsements and guarantees; l preparation of the Combined Ordinary and Extraordinary Shareholders’ Meeting of 7 March 2019; l award of an exceptional bonus to employees, within the framework of the Act of 24 December 2018 introducing emergency economic and social measures; l review of the half-year consolidated financial statements at 31 March 2019 and half-year fi nancial report; l French and International development projects, including the planned acquisition of the “Familypark” Leisure Park in Austria (M. Müller Gesellschaft m.b.H. now called Familypark Gesellschaft m.b.H.), and takeover of the Peisey-Vallandry public service concession by ADS; l re fi nancing. Moreover, in accordance with Law No. 2019-486 of 22 May 2019 (the so-called “Pacte” law), the Board of Directors conducted its annual review of standard agreements for the purpose of their evaluation, in the same way as it reviews regulated agreements and commitments. At its meeting of 23 January 2020, the Board of Directors con fi rmed that the conditions were met for ongoing agreements relating to routine operations concluded under normal conditions. It thus decided not to reclassify these standard agreements as regulated agreements.

In accordance with legal requirements and the Company’s by-laws, the Board of Directors sets the Company’s business policies and sees to their implementation. Subject to the powers expressly assigned to Shareholders’ Meetings and within the limit of the corporate purpose, the Board of Directors handles all matters a ff ecting the proper functioning of the Company and, through its deliberations, resolves any issues relating to it. The Board of Directors carries out any audits or checks that it deems necessary at any time. Conditions for the preparation and organisation of the Board’s work The Chairman or, in the Chairman’s absence the Vice-Chairwoman, convenes the Board and steers the debate. The Chairman of the Board of Directors sets the agenda in consultation with the Executive Management. Except in emergencies, the agenda is sent to Board members at least fi ve days before the meeting. A file detailing the agenda’s topics, and prepared by the Executive Management, is sent to Board members several days before the meeting. A draft of the minutes is submitted to Directors for comments. The fi nal minutes are approved at the next meeting. To ensure it can prepare its work as e f fectively as possible, the Board of Directors is assisted by the three specialised Committees, whose composition and functioning is detailed in section 3.2.1.2 “Functioning of the Committees”. The tasks and method of functioning of the committees (the Strategy Committee, the Audit and Finance Committee and the Appointments and Compensation Committee) are speci fi ed in the Charter. Except as set forth below, the appropriate Committee is consulted before any Board vote on issues falling within said Committee’s competence. Voting may not take place until the Committee has submitted its recommendations or proposals. In accordance with the Company’s by-laws, Board decisions are adopted in principle by simple majority of the members present, with the Chairman having the casting vote. However, if (i) one of the Committees has voted against a project under consideration, or (ii) the relevant Committee has been unable to meet or to vote, a quali fi ed majority of eight-twelfths (8/12 th ) of the Directors present or represented shall be required to adopt the decision regarding said project. Moreover, the Board of Directors comprises a non-voting member, appointed in accordance with the provisions of Article 9 of the by-laws and Article III.4 of the Charter. Jacques Maillot was appointed non- voting member at the end of the Combined Ordinary and Extraordinary Shareholders’ Meeting of 14 March 2013. The non-voting member is available to the Board, its Committees and its Chairman to provide advice, analysis and recommendations of any kind on any issues, speci fi cally those of a technical, commercial, administrative or fi nancial nature.

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Compagnie des Alpes I 2019 Universal registration document