Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

Attendance rate of Directors at Board and Committee meetings during the 2018/2019 fiscal year In the course of the 2018/2019 fi scal year, the Board of Directors of Compagnie des Alpes met six times. The Strategy Committee met once, while the Audit and Finance Committee met four times, and the Appointments and Compensation Committee met twice.

The non-voting member and representatives of the Works Council and Statutory Auditors also attended Board meetings. The members’ average attendance rate at Board and Committee meetings was 82.42%.

The table below mentions the individual attendance rate (meetings of the Board of Directors and the Committees held during fi scal year 2018/2019) of Directors who served in that capacity during the fi scal year:

Rate of attendance

Appointments and Compensation Committee

Audit and Finance Committee

Strategy Committee

Name of Director

Board of Directors

Dominique Marcel

100% 100%

100% 100% 100%

CDC, represented by Virginie Fernandes CADS, represented by Emmanuelle Jianoux (1) BPAURA, represented by Maria Paublant (1) CERA, represented by Bénédicte Davy So fi val, represented by Jean-François Blas

100%

50%

66.6%

100%

100%

100%

0%

0%

Antoine Gosset-Grainville

100%

100%

Giorgio Frasca Carole Montillet Serge Bergamelli Rachel Picard Francis Szpiner

50%

75%

100%

100%

100% 100% 66.6%

75%

0%

50%

Jacques Maillot (non-voting member)

100%

(1) See section 3.1.1.2 - Change in the composition of the Committees.

Assessment of the Board of Directors and Committees Under the terms of the Charter (Article II.2.6.), the Board recorded in its internal regulations a mechanism for the annual assessment of its operations and a formal assessment to be conducted every three years, as recommended by the AFEP-MEDEF Code of Corporate Governance. The Board conducts an assessment of its capacity to meet shareholder expectations. This assessment has three objectives: (i) to take stock of the Board’s operating procedures; (ii) to verify that important issues are su ffi ciently prepared and discussed; (iii) to measure the real contribution of each Director to the work of the Board and the Committees of which they are a member, based on individual skills and involvement in the deliberations. The Board held discussions on its functioning during the 2018/2019 fi scal year. They revealed the satisfaction of the Directors with respect to the composition, organisation and functioning of the Board of Directors and Committees. The formal three-year assessment of the Board, focusing on the composition and functioning of the Board and Committees, was conducted at the end of 2017, under the guidance of the Appointments and Compensation Committee. The assessment was carried out using a questionnaire. The conclusions of the assessment, presented to the Board of Directors, report the proper functioning of the Board and its Committees, the quality of the information presented, the freedom to speak and the accuracy of the responses given by the Executive Management to the questions asked. The points identi fi ed in the previous assessment (2014) as needing improvement got a better evaluation. To meet the expectations of the Directors, the Executive Management decided to organise an annual meeting on site in order to improve the relationships between the members of the Board of Directors,

and between them and the management, in particular the members of the Executive Committee. The annual meeting took place at the Parc Astérix site, on the occasion of the Board meeting of 17 October 2019. 3.2.1.2 Functioning of the Committees The Committees were regularly referred to for matters pertaining to their areas of expertise and the Board followed their recommendations. The information, documents and details required by Board and Committee members to carry out their work were provided with great transparency by Executive Management. The Strategy Committee is composed of: Dominique Marcel (Chairman), Virginie Fernandes (permanent representative of Caisse des Dépôts et Consignations), Jean-François Blas (permanent representative of So fi val), Maria Paublant (permanent representative of Banque Populaire Auvergne Rhône-Alpes), Antoine Gosset- Grainville, Giorgio Frasca and Rachel Picard. Main tasks The Strategy Committee’s tasks mainly include the assessment of the strategic goals, the creation of guidelines for the strategic goals and external development, the consolidated annual budgets, the capital expenditure programmes and the dividend policy. The Committee also oversees Company commitments for which prior Board deliberation is required. Strategy Committee Composition

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Compagnie des Alpes I 2019 Universal registration document