Compagnies des Alpes // 2019 Universal Registration Document

3 REPORT ON CORPORATE GOVERNANCE Functioning of executive and management bodies

Activities during the 2018/2019 fiscal year During the fi scal year, the Strategy Committee met once. The Strategy Committee dealt in particular with the following matters

In accordance with Article 13.3 of the by-laws, the Board of Directors may, at the suggestion of the Chairman and Chief Executive O ffi cer, appoint Deputy Chief Executive O ffi cers (the “Deputy Chief Executive O f ficers”). If Deputy Chief Executive O f ficers are appointed, the provisions of the Charter concerning the Chairman and Chief Executive O ffi cer shall apply to them. 3.2.2.2 Limitation of Executive Management powers Certain decisions made by the Chairman and Chief Executive O ffi cer concerning the Compagnie des Alpes Group cannot be adopted, and certain actions or commitments concerning the Group cannot be concluded by the Chairman and Chief Executive O ffi cer, if they have not received prior approval or been given proxy by the Board of Directors. The Appointments and Compensation Committee is composed of: Giorgio Frasca (Chairman), Virginie Fernandes (permanent representative of Caisse des Dépôts et Consignations) and Caisse d’Epargne Rhône-Alpes represented by Bénédicte Davy (permanent representative of Caisse d’Epargne Rhône-Alpes). Main tasks The tasks of the Appointments and Compensation Committee mainly include the issuing of guidelines and proposals concerning (i) the appointment of Directors; (ii) the appointment, dismissal, and compensation of the Chairman and Chief Executive O ffi cer and, as appropriate, the Deputy Chief Executive O f ficers; and (iii) the general policy for granting stock options and/or performance shares in the Group. The Appointments and Compensation Committee is also informed of the compensation policy of the Group’s principal managers who are not corporate o ffi cers, and may o ff er its opinion on this subject. It is responsible, with the Chairman and Chief Executive O ffi cer, for drafting proposals for the implementation of corporate governance principles and for preparing the assessment of Board work. Activities during the 2018/2019 fiscal year For its part, the Appointments and Compensation Committee focused on the update of the Company’s Corporate Governance Charter, the Company’s governance (review of the Directors’ independence and composition of the Board and Committees), the compensation of executive corporate o ffi cers and members of the Executive Committee, and the performance share plans. Lastly, it reviewed the sections of the annual report relating to corporate governance and the implementation conditions of the performance plan. l review of the Liquidity Charter; l review of the CSR policy and non- fi nancial implications; l progress report on GDPR procedures; l interim consolidated fi nancial statements at 31 March 2018 and half-year fi nancial report; l compliance with Internal Audit guidelines; l review of the internal control procedures and the CSR report; l risk mapping. Appointments and Compensation Committee Composition

in advance of Board meetings: l budget and 2019-2021 MTP; l re fi nancing. Audit and Finance Committee Composition

The Audit and Finance Committee is composed of: Antoine Gosset- Grainville (Chairman), Serge Bergamelli, Bénédicte Davy (permanent representative of Caisse d’Epargne Rhône-Alpes) and Giorgio Frasca. Main tasks The tasks of the Audit and Finance Committee mainly involve reviewing the accounts, examining the performance of the internal audit system and risk management and identi fi cation procedures. It shall submit to the Board of Directors a recommendation on the Statutory Auditors, whose appointment and renewal will be proposed to the Shareholders’ Meeting, examine their auditing measures and ensure compliance with the conditions of independence applicable to them. It also approves the provision of services other than the certi fi cation of fi nancial statements by the Statutory Auditors. Activities during the 2018/2019 fiscal year The Audit and Finance Committee again held four meetings in 2018/2019, spreading its workload in accordance with the recommendations of the AMF task force’s Audit Committee report published on 22 July 2010 on which the Committee relies. The following matters were dealt with in particular: l annual fi nancial statements for the fi scal year ended 30 September 2018; l fees paid to the Statutory Auditors and their networks; l activity review and report concerning the Internal Audit Department and the Group’s 2018 internal control and compliance procedures and annual plan; l Audit and Finance Committee’s annual programme for 2018/2019; l examination of the Group’s exposure to fi nancial risks and signi fi cant o ff -balance sheet commitments; l interest rate hedging policy;

3.2.2 PROCEDURES FOR THE EXERCISE AND LIMITATION OF EXECUTIVE MANAGEMENT POWERS 3.2.2.1 Procedures to exercise the Executive Management

As mentioned above, the Executive Management of the Company is the responsibility of the Chairman of the Board of Directors, who thus carries the title of Chairman and Chief Executive O ffi cer. Subject to (i) powers that the law or by-laws attribute expressly to Shareholders’ Meetings, (ii) powers reserved exceptionally for the Board of Directors and (iii) the provisions of the Charter, the Chairman and Chief Executive O ffi cer is vested with extensive powers to act in any circumstances on behalf of the Company, within the limits of the purpose of the Company. The decisions of the Board of Directors that limit the powers of the Chairman and Chief Executive O ffi cer cannot be enforced against third parties.

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Compagnie des Alpes I 2019 Universal registration document