Board of directors

The purpose of this Charter, which is in accordance with the legal and statutory provisions, is to contribute to the quality of the work of the Directors by promoting the effective application of corporate governance principles and good practices. The Charter is not intended to limit, expand or modify the scope of the powers vested in the Board by law or the Articles of Association, but rather to strengthen good governance.

The directors of Azalaï Hotels SA undertake to adhere to the guiding rules contained in this Charter and to implement them.

At least three sessions of the Board of Directors of the company shall be held per year.

The director must act in all circumstances in the company’s corporate interest. Regardless of how it is appointed, it must take into account the expectations of other stakeholders.

The administrator must fully understand his or her rights and obligations. In particular, he must be familiar with and comply with the legal and regulatory provisions relating to his position, the applicable codes and good governance practices, as well as the company’s own rules resulting from its articles of association.

The director performs his duties with independence, integrity, loyalty and professionalism.

The director shall ensure that his independence of judgment, decision and action is preserved in all circumstances. He shall refrain from being influenced by any factor unrelated to the corporate interest he is charged with defending. 2

He alerts the Board to any element of his knowledge that seems likely to affect the company’s interests.

He has a duty to clearly express his questions and opinions. He tries to convince the Board of the relevance of his positions. In the event of disagreement, he shall ensure that these are explicitly recorded in the minutes of the deliberations.

The director shall endeavour to avoid any conflict that may exist between his moral and material interests and those of the company. He or she shall inform the Board of any conflict of interest in which he or she may be involved. In cases where he cannot avoid being in a conflict of interest, he shall refrain from participating in the debates and in any decision on the matters concerned.

The director acts in good faith in all circumstances and does not take any initiative that could harm the interests of the company.

He personally undertakes to respect the total confidentiality of the information he receives, the debates in which he participates and the decisions taken.

He shall refrain from using for his own personal benefit or for the benefit of anyone else the inside information to which he has access. In particular, when he holds information on the company in which he is a director that has not been made public, he shall refrain from using it to carry out or have carried out by a third party transactions in the company’s shares.

The director undertakes to devote the necessary time and attention to his duties.

He ensures that the number and workload of his directorships leave him sufficient time, particularly if he also exercises executive functions.

It is informed about the company’s businesses and specificities, its challenges and values, including by interviewing its main managers.

He participates in the meetings of the Board of Directors and the specialized committees of which he is a regular and diligent member.

He may attend General Meetings of Shareholders, whether or not he is a shareholder.

It shall endeavour to obtain within an appropriate period of time the information it considers essential to its deliberations within the Board in full knowledge of the facts.

He makes every effort to update the knowledge that is useful to him and asks the company for the training that is necessary for him to carry out his mission effectively.

Directors contribute to the collegiality and efficiency of the work of the Board and any specialized committees that may be formed within it. It shall make any recommendation it considers likely to improve the Board’s operating procedures. He accepts the evaluation of his own action within the Board.

Together with the other members of the Board, it ensures that guidance and control missions are carried out efficiently and without obstacles. In particular, it ensures that procedures are in place within the company to ensure that laws and regulations are complied with in letter and spirit.

It ensures that the positions adopted by the Board are subject, without exception, to formal decisions, correctly